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Pet Mate Midco Limited

Annual Report and Unaudited Financial Statements
Year Ended 31 January 2024

Registration number: 12289287

 

Pet Mate Midco Limited

Contents

Balance Sheet

1 to 2

Notes to the Unaudited Financial Statements

3 to 7

 

Pet Mate Midco Limited

Balance Sheet

31 January 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

4

-

3,780,000

Current assets

 

Debtors

5

-

5,470,001

Cash at bank and in hand

 

54,965

54,965

 

54,965

5,524,966

Creditors: Amounts falling due within one year

6

(80,500)

(2,750)

Net current (liabilities)/assets

 

(25,535)

5,522,216

Total assets less current liabilities

 

(25,535)

9,302,216

Creditors: Amounts falling due after more than one year

6

(12,819,302)

(11,913,240)

Net liabilities

 

(12,844,837)

(2,611,024)

Capital and reserves

 

Called up share capital

8

1

1

Profit and loss account

(12,844,838)

(2,611,025)

Shareholders' deficit

 

(12,844,837)

(2,611,024)

 

Pet Mate Midco Limited

Balance Sheet

31 January 2024

For the financial year ending 31 January 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 29 January 2025 and signed on its behalf by:
 

.........................................
M W G Stead
Director

   
     

Company Registration Number: 12289287

 

Pet Mate Midco Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Suite C, Second Floor, Marlborough House
68 High Street
Weybridge
England
KT13 8BL

These financial statements were authorised for issue by the Board on 29 January 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The financial statements have been prepared on a going concern basis. Subsequent to the year end, the group successfully completed a refinancing process which will allow the business to continue trading for the foreseeable future.

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 

Pet Mate Midco Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2024

Financial instruments

Classification
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.


 

3

Staff numbers

The Company has 0 employees other than the directors, who did not receive any remuneration.

4

Investments

2024
£

2023
£

Series B1 Loan Notes

-

3,780,000

The Company has made a provision against the Series B2 Loan Notes on the basis that the timing and amount of receipts in respect of this balance are uncertain. This has been charged to the profit and loss as an exceptional item.

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

 

Pet Mate Midco Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Pet Mate Finance Limited

Suite C
Second Floor
Marlborough House
68 High Street
Weybridge
England
KT13 8BL

Ordinary

100%

100%

Pet Mate Limited*

Suite C
Second Floor
Marlborough House
68 High Street
Weybridge
England
KT13 8BL

Ordinary

100%

100%

Subsidiary undertakings

Pet Mate Finance Limited

The principal activity of Pet Mate Finance Limited is that of an intermediate holding company.

Pet Mate Limited*

The principal activity of Pet Mate Limited* is the sale of pet accessories.

* Held indirectly via Pet Mate Finance Limited.

5

Debtors

2024
£

2023
£

Amounts owed by group undertakings

-

5,470,001

-

5,470,001

The Company has provided against intercompany debtors on the basis that the timing and amount of receipts in respect to the debtor balances are uncertain. This has been charged to the profit and loss as an exceptional item.

 

Pet Mate Midco Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2024

6

Creditors

Creditors: amounts falling due within one year

2024
£

2023
£

Due within one year

Amounts owed to group undertakings

77,750

-

Accruals and deferred income

2,750

2,750

80,500

2,750

Creditors: amounts falling due after more than one year

Note

2024
£

2023
£

Due after one year

 

Loans and borrowings

7

12,819,302

11,913,240

7

Loans and borrowings

2024
£

2023
£

Loans and borrowings due after one year

Amounts owed to group undertakings

-

77,750

Other loans

12,819,302

11,835,490

12,819,302

11,913,240

8

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £1 each

1

1

1

1

       
 

Pet Mate Midco Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2024

9

Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

Cross guarantee existed at 31 January 2024 and 31 January 2023 in respect of guarantees given by the company on behalf of a group company Pet Mate Finance Ltd to Shawbrook Bank Ltd. Shawbrook Bank Ltd has a first legal charge on the company's real property including its intellectual property. In addition there is an unscheduled mortgage debenture incorporating a fixed and floating charge over all present and future assets of the company. At the year end, Pet Mate Finance Limited had bank loans of £8,152,072.

10

Non adjusting events after the financial period

Since the balance sheet date, debt within the Pet Mate Group has been re-structured. As part of this re-structure, other loans of £12,819k have been converted to equity in the ultimate parent company, Pet Mate TopCo Limited.

11

Parent and ultimate parent undertaking

The company's immediate and ultimate parent is Pet Mate TopCo Limited, incorporated in England & Wales.

As at the year end, the company's immediate and ultimate parent was Pet Mate Holdco Limited, incorporated in England & Wales.

The group is small and therefore does not prepare group accounts.