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Registered number: 12026773










CHEMIGRAPHIC (BIDCO) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
COMPANY INFORMATION


Directors
K J Docherty (resigned 24 June 2024)
C Wootton 
J V Arrowsmith 




Registered number
12026773



Registered office
Unit A2 The Fleming Centre
Fleming Way

Crawley

West Sussex

RH10 9NF




Independent auditor
MHA
Statutory Auditors

Reigate

United Kingdom





 
CHEMIGRAPHIC (BIDCO) LIMITED
 

CONTENTS



Page
Strategic report
 
 
1
Directors' report
 
 
2 - 4
Independent auditor's report
 
 
5 - 8
Statement of comprehensive income
 
 
9
Statement of financial position
 
 
10
Statement of changes in equity
 
 
11
Notes to the financial statements
 
 
12 - 19


 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The Directors present their Strategic Report for Chemigraphic (Bidco) Limited (the "Company") for the financial year ended 30 September 2024. 

Business review
 
The principal activity of the Company during the year was a holding company for its subsidiary undertakings. As a largely non-trading entity, the Company has no key performance indicators. 
The major assets impacting the Company's financial position are the investments in subsidiaries and an intercompany debtor. 
The key performance indicators of the Group headed by Chemigraphic (Topco) Limited, of which Chemigraphic (Bidco) is part, are detailed on the consolidated accounts of Chemigraphic (Topco) Limited. 

Principal risks and uncertainties
 
The principal risks the Company faces is if the subsidiary undertakings do not trade and are not ultimately realised as expected. This could result in the investment in subsidiaries and intercompany debtor being recovered below their anticipated value. 
Management regularly performs a review of the recoverability of these assets. The directors believe that the Company is financially stable. 


This report was approved by the board and signed on its behalf.



C Wootton
Director

Date: 3 February 2025

Page 1

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Principal activity

The principal activity of the Company in the year was that of a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £1,158,651 (2023 - loss £1,163,951).

There were no dividends declared and paid in the year (2023: £Nil).

Directors

The directors who served during the year were:

K J Docherty (resigned 24 June 2024)
C Wootton 
J V Arrowsmith 

Page 2

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that Chemigraphic (Bidco) Limited has adequate resources to continue in operational existence for the foreseeable future. The primary cost of the business is the accrued loan note interest cost related to the funding originally used to fund the acquisition of Chemigraphic Limited, in 2019. The Company has received a confirmation from NVM Private Equity LLP that they will not seek repayment of their loan notes or interest in the immediate term. 
The net liabilities of the Group on 30 September 2024 were £7.8m (2023: £7.1m). The net liability position is after loan notes with carrying value of £11.7m (2023: £10.6m) owed to related parties. The loan notes were used to fund the acquisition of Chemigraphic Limited in 2019.
The Directors have concluded, based on the interest and loans not being repayable for at least the 12 months following signing, that the Group has adequate resources to continue for the foreseeable future. As such, they therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements. 

Future developments

The company is expected to continue as a holding Company for the next 12 months. 

Qualifying third party indemnity provisions

The Company granted an indemnity to any of its directors against liability incurred by such director as an officer of the Company, subject to the provisions of section 234 of the Companies Act 2006.

Matters covered in the Strategic report

The Company has, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, set out within the Company's Strategic Report the Company's Strategic Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Account and Reports) Regulation 2008.
This includes information that would have been included in the Directors' Report such as details of the principal risks and uncertainties.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Independent Auditor

The auditor, MHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

This report was approved by the board and signed on its behalf.
 





C Wootton
Director

Date: 3 February 2025

Page 4

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (BIDCO) LIMITED
 

Opinion


We have audited the financial statements of Chemigraphic (Bidco) Limited (the 'Company') for the year ended 30 September 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 30 September 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (BIDCO) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (BIDCO) LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
Reviewing minutes of meetings of those charged with governance; and 
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Page 7

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (BIDCO) LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





David Boosey BA(Hons) FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditors
Reigate
United Kingdom

3 February 2025
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
Page 8

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Notes
£
£

  

Administrative expenses
  
(14,262)
(123,710)

Operating loss
  
(14,262)
(123,710)

Interest payable and similar expenses
 7 
(1,144,389)
(1,040,241)

Loss before tax
  
(1,158,651)
(1,163,951)

Loss for the financial year
 8 
(1,158,651)
(1,163,951)

The notes on pages 12 to 19 form part of these financial statements.

Page 9

 
CHEMIGRAPHIC (BIDCO) LIMITED
REGISTERED NUMBER: 12026773

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Notes
£
£

Fixed assets
  

Investments
 9 
2,826,157
2,826,157

  
2,826,157
2,826,157

  

Creditors: amounts falling due within one year
 10 
(453,753)
(439,491)

Net current liabilities
  
 
 
(453,753)
 
 
(439,491)

Total assets less current liabilities
  
2,372,404
2,386,666

Creditors: amounts falling due after more than one year
 11 
(11,662,974)
(10,518,585)

  

Net liabilities
  
(9,290,570)
(8,131,919)


Capital and reserves
  

Called up share capital 
 13 
1
1

Profit and loss account
 14 
(9,290,571)
(8,131,920)

  
(9,290,570)
(8,131,919)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




C Wootton
Director

Date: 3 February 2025

The notes on pages 12 to 19 form part of these financial statements.

Page 10

 
CHEMIGRAPHIC (BIDCO) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 October 2022
1
(6,967,969)
(6,967,968)


Comprehensive loss for the year

Loss for the year
-
(1,163,951)
(1,163,951)



At 1 October 2023
1
(8,131,920)
(8,131,919)


Comprehensive loss for the year

Loss for the year
-
(1,158,651)
(1,158,651)


At 30 September 2024
1
(9,290,571)
(9,290,570)


The notes on pages 12 to 19 form part of these financial statements.

Page 11

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

Chemigraphic (Bidco) Limited is a private company limited by shares and incorporated in England and Wales. Its registered office is located at Unit A2 The Fleming Centre, Fleming Way, Crawley, West Sussex, RH10 9HF.
The principal activity of the Company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The Company's functional and presentational currency is GBP, rounded to the nearest pound. 

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Chemigraphic (Topco) Limited as at 30 September 2024 and these financial statements may be obtained from Unit A2 The Fleming Centre, Fleming Way, Crawley, RH10 9NF.

 
2.3

Exemption from preparing consolidated financial statements

These financial statements present information about the Company as an individual undertaking and not about its group. The Company is exempt from the requirements to prepare consolidated financial statements on the grounds that the parent undertaking Chemigraphic (Topco) Limited includes the Company in its published consolidated financial statements. The consolidated financial statements of Chemigraphic (Topco) Limited are prepared under FRS 102 and can be obtained from the address disclosed in Note 2.2.

Page 12

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that Chemigraphic (Bidco) Limited has adequate resources to continue in operational existence for the foreseeable future. The primary cost of the business is the accrued loan note interest cost related to the funding originally used to fund the acquisition of Chemigraphic Limited, in 2019. The Company has received a confirmation from NVM Private Equity LLP that they will not seek repayment of their loan notes or interest in the immediate term. 
The net liabilities of the Group on 30 September 2024 were £7.8m (2023: £7.1m). The net liability position is after loan notes with carrying value of £11.7m (2023: £10.6m) owed to related parties. The loan notes were used to fund the acquisition of Chemigraphic Limited in 2019.
The Directors have concluded, based on the interest and loans not being repayable for at least the 12 months following signing, that the Group has adequate resources to continue for the foreseeable future. As such, they therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 13

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 14

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

When preparing the financial statements, management makes several judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income, and expenses. There are judged to be no critical assumptions used in those estimates except for the impairment of the carrying value of the investments in the subsidiary undertaking.
Determining whether an investment asset is impaired requires an estimation of the recoverable amount of the asset, being the higher of its value in use or its fair value less costs to sell. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset for which the estimates of future cash inflow have not been adjusted. If the recoverable amount is above the carrying amount of the asset, then no impairment is required.
After considering the indicators of impairment, management estimated the recoverable amount of the carrying value of the investments using a discount rate of 12.20%, short term growth rate of 2% and a conservative zero growth rate. Cash flows are derived from the budget approved by the Board. Cash flows beyond 2025 are extrapolated in perpetuity. The risk adjusted pretax discount rate was calculated by reference to the weighted average cost of capital ("WACC").
Impairment testing is dependent on estimates and judgements, particularly as they relate to the forecasting of future cash flows. An impairment would occur if the discount increased to over 30%.


4.


Auditor's remuneration

The audit remuneration for the year was borne by the subsidiary undertaking, Chemigraphic Limited.


5.


Employees

The Company had no employees in both the current and preceding year. The average monthly number of directors during the year was 4 (2023: 3). No directors received any remuneration in the current or preceding year.


6.


Directors' remuneration

The directors were remunerated by the group undertaking, Chemigraphic Limited.





7.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
1,144,389
1,040,241

1,144,389
1,040,241

Interest payable included interest on loan notes and amortisation of transaction costs incurred on the loan notes (Note 11).

Page 15

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 22.0082% (2023 - 22.0082%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,158,651)
(1,163,951)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.0082% (2023 - 22.0082%)
(254,998)
(256,165)

Effects of:


Expenses not deductible for tax purposes
254,998
228,058

Deferred tax not recognised
-
16,592

Group relief surrendered
-
13,500

Remeasurement of deferred tax for changes in tax rates
-
(1,985)

Total tax charge for the year
-
-

Page 16

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

9.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 October 2023
2,826,157



At 30 September 2024
2,826,157





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Chemigraphic Limited
Unit A2 The Fleming Centre, Fleming Way, Crawley, West Sussex, RH10 9NF
Ordinary
100%

The aggregate of the share capital and reserves as at 30 September 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Chemigraphic Limited
(2,428,000)
687,000


10.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
70,004
112,202

Accrued expenses
383,749
327,289

453,753
439,491


Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Page 17

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other loans (note 12)
11,662,974
10,518,585

11,662,974
10,518,585


Other loans comprised loan notes with an original principal amount of £6,871,985 (2023: £6,871,985) due to the controlling party, NVM Private Equity LLP, and £40,000 (2023: £40,000) due to the parent undertaking, Chemigraphic (Topco) Limited. Interest is charged at 10% per annum. The loan notes are secured by floating charges on all assets of the Company and its group undertakings but are subordinate to the bank loans of the subsidiary undertaking, Chemigraphic Limited. The Company has received confirmation from the investor that the loan notes will not be repayable until after 5 June 2026.
The carrying value of £11,662,974 (2023: £10,518,585) at 30 September 2024 included accrued interest of £4,740,575 (2023: £3,637,839) and was net of unamortised transaction costs of £Nil (2023: £31,329).


12.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£



Amounts falling due 2-5 years

Other loans (see note 11)
11,662,974
10,518,585



13.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.



14.


Reserves

Profit and loss account

Profit and loss includes all current period losses.

Page 18

 
CHEMIGRAPHIC (BIDCO) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

15.


Contingent liabilities

The assets of the Company are subject to floating charges in respect of the borrowing facilities of the subsidiary undertaking, Chemigraphic Limited, and loan notes payable by the parent undertaking, Chemigraphic (Topco) Limited. At 30 September 2024, the bank overdrafts and bank loans of Chemigraphic Limited had a total carrying amount of £2.2m (2023: £5.4m). At 30 September 2024, the loan notes of Chemigraphic (Topco) Limited had a carrying amount of £111,000k (2023: £104,000).


16.


Related party transactions

The Company has taken advantage of the exemption contained within FRS 102 from disclosing transactions with other wholly owned members of the group.
In prior years, the Company issued loan notes with a face value of £6.9m (2023: £6.9m) to the controlling party, NVM Private Equity LLP. Total accrued interest of £1.1m (2023: £1m) was recognised in the period. At 30 September 2024, the loan notes had carrying value of £11.7m (2023: £10.5m) including accrued interest and net of unamortised transaction costs. Refer to Note 12 for the details.
The key management personnel of the Company are considered to be the directors. The directors are remunerated by the subsidiary undertaking. The administrative expenses included fees of £131,460 (2023: £123,710) for services provided in the year by NVM Private Equity LLP which remained unpaid at the end of the year and are included in accrued expenses within creditors.


17.


Controlling party

The Company's parent company is Chemigraphic (Topco) Limited, a company controlled by NVM III GP LLP. The ultimate parent undertaking and controlling party is NVM Private Equity LLP
The smallest and largest group to consolidate these financial statements is Chemigraphic (Topco) Limited. Copies of these consolidated financial statements can be obtained at Unit A2 The Fleming Centre, Fleming Way, Crawley, RH10 9NF.

 
Page 19