Registered number:
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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CHEMIGRAPHIC (BIDCO) LIMITED
COMPANY INFORMATION
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CHEMIGRAPHIC (BIDCO) LIMITED
CONTENTS
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CHEMIGRAPHIC (BIDCO) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The Directors present their Strategic Report for Chemigraphic (Bidco) Limited (the "Company") for the financial year ended 30 September 2024.
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.
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.
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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.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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 2006. They 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.
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).
The directors who served during the year were:
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CHEMIGRAPHIC (BIDCO) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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.
The company is expected to continue as a holding Company for the next 12 months.
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.
There have been no significant events affecting the Company since the year end.
The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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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.
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CHEMIGRAPHIC (BIDCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (BIDCO) LIMITED
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 policies. The 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).
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.
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.
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CHEMIGRAPHIC (BIDCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (BIDCO) LIMITED (CONTINUED)
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 Report. Our 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.
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.
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.
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CHEMIGRAPHIC (BIDCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (BIDCO) LIMITED (CONTINUED)
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.
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CHEMIGRAPHIC (BIDCO) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHEMIGRAPHIC (BIDCO) LIMITED (CONTINUED)
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 2006. Our 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.
for and on behalf of
Statutory Auditors
United Kingdom
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
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CHEMIGRAPHIC (BIDCO) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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CHEMIGRAPHIC (BIDCO) LIMITED
REGISTERED NUMBER: 12026773
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 19 form part of these financial statements.
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CHEMIGRAPHIC (BIDCO) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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CHEMIGRAPHIC (BIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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
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:
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.
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.
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CHEMIGRAPHIC (BIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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.
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CHEMIGRAPHIC (BIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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.
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CHEMIGRAPHIC (BIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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%.
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.
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CHEMIGRAPHIC (BIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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CHEMIGRAPHIC (BIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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CHEMIGRAPHIC (BIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Profit and loss account
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CHEMIGRAPHIC (BIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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).
The Company's parent company is
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.
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