Caseware UK (AP4) 2023.0.135 2023.0.135 2024-05-312024-05-31falsetruetruefalsetrue0truetrue2023-10-18falseNo description of principal activity0true 15218766 2023-10-17 15218766 2023-10-18 2024-05-31 15218766 2022-06-01 2023-10-17 15218766 2024-05-31 15218766 c:Director1 2023-10-18 2024-05-31 15218766 c:Director1 2024-05-31 15218766 c:Director2 2023-10-18 2024-05-31 15218766 c:Director2 2024-05-31 15218766 c:Director3 2023-10-18 2024-05-31 15218766 c:Director3 2024-05-31 15218766 c:Director4 2023-10-18 2024-05-31 15218766 c:Director4 2024-05-31 15218766 c:RegisteredOffice 2023-10-18 2024-05-31 15218766 d:CurrentFinancialInstruments 2024-05-31 15218766 d:Non-currentFinancialInstruments 2024-05-31 15218766 d:CurrentFinancialInstruments d:WithinOneYear 2024-05-31 15218766 d:Non-currentFinancialInstruments d:AfterOneYear 2024-05-31 15218766 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-05-31 15218766 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2024-05-31 15218766 d:ShareCapital 2023-10-18 2024-05-31 15218766 d:ShareCapital 2024-05-31 15218766 d:RetainedEarningsAccumulatedLosses 2023-10-18 2024-05-31 15218766 d:RetainedEarningsAccumulatedLosses 2024-05-31 15218766 c:OrdinaryShareClass1 2023-10-18 2024-05-31 15218766 c:OrdinaryShareClass1 2024-05-31 15218766 c:FRS102 2023-10-18 2024-05-31 15218766 c:Audited 2023-10-18 2024-05-31 15218766 c:FullAccounts 2023-10-18 2024-05-31 15218766 c:PrivateLimitedCompanyLtd 2023-10-18 2024-05-31 15218766 d:Subsidiary1 2023-10-18 2024-05-31 15218766 d:Subsidiary1 1 2023-10-18 2024-05-31 15218766 d:Subsidiary2 2023-10-18 2024-05-31 15218766 d:Subsidiary2 1 2023-10-18 2024-05-31 15218766 d:Subsidiary3 2023-10-18 2024-05-31 15218766 d:Subsidiary3 1 2023-10-18 2024-05-31 15218766 d:Subsidiary4 2023-10-18 2024-05-31 15218766 d:Subsidiary4 1 2023-10-18 2024-05-31 15218766 d:Subsidiary5 2023-10-18 2024-05-31 15218766 d:Subsidiary5 1 2023-10-18 2024-05-31 15218766 d:Subsidiary6 2023-10-18 2024-05-31 15218766 d:Subsidiary6 1 2023-10-18 2024-05-31 15218766 d:Subsidiary7 2023-10-18 2024-05-31 15218766 d:Subsidiary7 1 2023-10-18 2024-05-31 15218766 d:Subsidiary8 2023-10-18 2024-05-31 15218766 d:Subsidiary8 1 2023-10-18 2024-05-31 15218766 d:Subsidiary9 2023-10-18 2024-05-31 15218766 d:Subsidiary9 1 2023-10-18 2024-05-31 15218766 d:Subsidiary10 2023-10-18 2024-05-31 15218766 d:Subsidiary10 1 2023-10-18 2024-05-31 15218766 6 2023-10-18 2024-05-31 15218766 e:PoundSterling 2023-10-18 2024-05-31 iso4217:GBP xbrli:shares xbrli:pure
Company registration number: 15218766







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 MAY 2024


PROJECT WEXLER BIDCO LIMITED






































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PROJECT WEXLER BIDCO LIMITED
 


 
COMPANY INFORMATION


Directors
P W Dellow (appointed 15 January 2024)
D J Fogelman (appointed 15 January 2024)
P J Hooft (appointed 18 October 2023)
J L A Szpiro (appointed 18 October 2023)




Registered number
15218766



Registered office
The Pavilion Botleigh Grange Buisiness Park
Hedge End

Southampton

Hampshire

SO30 2AF




Trading Address
Piper House
14 West Place

West Road

Harlow

Essex

CM20 2GY






Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT





 


PROJECT WEXLER BIDCO LIMITED
 



CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' 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 - 18


 


PROJECT WEXLER BIDCO LIMITED
 


 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MAY 2024

Introduction
 
The Directors present the strategic report for the year ended 31 May 2024. The Company was incorporated on 18 October 2023 and commenced trading on 15 January 2024.

Business review
 
The principal activity of the Company during the year was that of a holding company, which held loans for the Group in which it is a part of.

Principal risks and uncertainties
 
The Directors consider that the Group’s principal business risks are supply chain shortages and price increases derived from high inflation as well as normal trading risks.  The Directors have systems in place to monitor and mitigate the risks and uncertainties that are faced.
Liquidity risk
Liquidity and cash flow risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities and exposure to variability in cash flows. The Group aims to mitigate these risks by closely monitoring and actively managing cash generation from its operations.
Credit risk
The Group places its cash with creditworthy institutions and performs ongoing credit evaluations of its debtors' financial condition. The carrying amount of cash and debtors represent the maximum credit risk that the Group is exposed to. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary. All customers who wish to trade on credit terms are subject to credit verification procedures.

Financial key performance indicators
 
The Directors’ do not consider there to be any Key Performance Indicators (KPI's) of the company, given that it only holds loans for the Group. The KPI's of the Group are listed within the financial statements of its ultimate parent company.

Page 1

 


PROJECT WEXLER BIDCO LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2024

Other key performance indicators
 
The board of Directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Act) in the decisions taken during the year .
Our plan was designed to have a long-term beneficial impact on the Company and to contribute to its success in delivering a high quality of service across all of our business divisions.
Our team members are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. The health, safety and well-being of our team members is one of our primary considerations in the way we do business.
Engagement with suppliers and customers is key to our success. We meet with our major supply chain partners regularly throughout the year and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.
Our plan took into account the impact of the Company’s operations on the community and environment and our wider social responsibilities, and in particular how we comply with environmental legislation and pursue wastesaving opportunities and react promptly to local community concerns.
As the board of directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both the construction and delivery of our plan, that reflects our responsible behaviour.
As the board of directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.


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



P W Dellow
Director

Date: 21 February 2025

Page 2

 


PROJECT WEXLER BIDCO LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MAY 2024

The Directors present their report and the financial statements for the period ended 31 May 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.

Results and dividends

The loss for the period, after taxation, amounted to £4,430,190.

The company did not pay or declare any dividends during the financial year.

Directors

The Directors who served during the period were:

P W Dellow (appointed 15 January 2024)
D J Fogelman (appointed 15 January 2024)
P J Hooft (appointed 18 October 2023)
J L A Szpiro (appointed 18 October 2023)

Future developments

The company will continue to be a holding company. 

Matters covered in the Strategic Report

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

Page 3

 


PROJECT WEXLER BIDCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2024

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditorsMenzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





P W Dellow
Director

Date: 21 February 2025

Page 4

 


PROJECT WEXLER BIDCO LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT WEXLER BIDCO LIMITED

Opinion


We have audited the financial statements of Project Wexler Bidco Limited (the 'Company') for the period ended 31 May 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 31 May 2024 and of its loss for the period 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 Auditors' 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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.


Page 5

 


PROJECT WEXLER BIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT WEXLER BIDCO LIMITED (CONTINUED)

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 period 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 3, 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

 


PROJECT WEXLER BIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT WEXLER BIDCO LIMITED (CONTINUED)

Auditors' 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 Auditors' 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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reportinglegislation. We determined that the following laws and regulations were most significant including:

The Companies Act 2006;
Financial Reporting Standard 102; 
UK employment legislation; and
UK Tax legislation.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financialstatement items.

We understood how the Company is complying with those legal and regulatory frameworks by making inquiries tomanagement and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.

The engagement partner assessed whether the engagement team collectively had the appropriate competence andcapabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud mightoccur. Audit procedures performed by the engagement team included:

Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
 Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

Posting of unusual journals and complex transactions; or
The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in its best interests.


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 Auditors' Report.


Page 7

 


PROJECT WEXLER BIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT WEXLER 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 Auditors' 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.





Robin Hopkins FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Lynton House
7-12 Tavistock Square
London
WC1H 9LT

21 February 2025
Page 8

 


PROJECT WEXLER BIDCO LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MAY 2024

18 October 2023
31 May
2024
Note
£

  

Administrative expenses
  
(1,088,830)

Operating (loss)/profit
  
(1,088,830)

Interest payable and similar expenses
 6 
(3,341,360)

(Loss)/profit before tax
  
(4,430,190)

Tax on (loss)/profit
  
-

(Loss)/profit for the financial period
  
(4,430,190)

There was no other comprehensive income for 2024.

The notes on pages 12 to 18 form part of these financial statements.

Page 9

 


PROJECT WEXLER BIDCO LIMITED
REGISTERED NUMBER:15218766



STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024

2024
Note
£

Fixed assets
  

Investments
 7 
65,105,278

  
65,105,278

Current assets
  

Debtors: amounts falling due within one year
 8 
124,321

Cash at bank and in hand
 9 
1,000

  
125,321

Creditors: amounts falling due within one year
 10 
(40,846,786)

Net current (liabilities)/assets
  
 
 
(40,721,465)

Total assets less current liabilities
  
24,383,813

Creditors: amounts falling due after more than one year
 11 
(27,732,375)

  

Net (liabilities)/assets
  
(3,348,562)


Capital and reserves
  

Called up share capital 
 13 
1,081,628

Profit and loss account
 14 
(4,430,190)

  
(3,348,562)


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




P W Dellow
Director
Date: 21 February 2025

The notes on pages 12 to 18 form part of these financial statements.

Page 10

 


PROJECT WEXLER BIDCO LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MAY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£



Loss for the period
-
(4,430,190)
(4,430,190)
Total comprehensive income for the period
-
(4,430,190)
(4,430,190)

Shares issued during the period
1,081,628
-
1,081,628


Total transactions with owners
1,081,628
-
1,081,628


At 31 May 2024
1,081,628
(4,430,190)
(3,348,562)

The notes on pages 12 to 18 form part of these financial statements.

Page 11

 


PROJECT WEXLER BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

1.


General information

Project Wexler Bidco Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number and the registered office address can be found on the Company Information page.

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 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 Project Wexler Topco Limited as at 31 May 2024 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

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.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

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.
Page 12

 


PROJECT WEXLER BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

2.Accounting policies (continued)


2.6
Financial instruments (continued)


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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The directors do not consider there to beany judgments or estimation uncertainty that impacts on these financial statements.


4.


Auditors' remuneration

During the period, the Company obtained the following services from the Company's auditors:


18 October 2023
31 May
2024
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
5,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


5.


Employees




The Company has no employees other than the Directors, who did not receive any remuneration.

Page 13

 


PROJECT WEXLER BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

6.


Interest payable and similar expenses

18 October 2023
31 May
2024
£


Other loan interest payable
1,550,361

Loans from group undertakings
1,720,431

Finance costs
70,568

3,341,360


7.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
65,105,278



At 31 May 2024
65,105,278




Page 14

 


PROJECT WEXLER BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

SCCI Group Limited
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Airwave Europe Limited (*)
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Alphatrack Systems Limited (*)
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Fibre Works UK (Godstone) Limited (*)
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
SCCI Alphatrack Limited (*)
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Evident Software Limited (*)
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Switchsure Finance Limited (*)
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
4 Fibre Limited (*)
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Interphone Limited (*)
The Pavilion, Botleigh Grange Buisiness Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Airwave Europe GmbH (*)
Schloßschmidstraße 5, 80639 Munich, Germany
Ordinary
100%

(*) indirect subsidiary
Evident Software Limited is a dormant company. All companies have coterminus year ends.


8.


Debtors

2024
£


Amounts owed by group undertakings
19,309

Other debtors
105,012

124,321



9.


Cash and cash equivalents

2024
£

Cash at bank and in hand
1,000

1,000


Page 15

 


PROJECT WEXLER BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

10.


Creditors: Amounts falling due within one year

2024
£

Other loans
338,671

Amounts owed to group undertakings
40,508,115

40,846,786



11.


Creditors: Amounts falling due after more than one year

2024
£

Other loans
27,732,375

27,732,375


Page 16

 


PROJECT WEXLER BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

12.


Loans


Analysis of the maturity of loans is given below:


2024
£

Amounts falling due within one year

Other loans
338,671


338,671

Amounts falling due 1-5 years

Other loans
9,080,568


9,080,568


Amounts falling due after more than 5 years

Other loans
18,651,807

18,651,807

28,071,046


Other loans of £18,000,000 incur interest at a rate of SONIA + 12%, of which 9% is paid quarterly (shown due within one year) and the remainder (£651,807) rolled up into the loan.  The principal and rolled up interest are due in July 2029.
Other loans of £10,000,000 incur interest at a rate of SONIA + 3.75%, payable on a quarterly basis (shown due within one year). Interest is also incurred against unutiilised loan facilities at a rate of 1.5%. The principal loan is due in January 2029.
Transaction fees on the above loan are are charged as finance costs over the term of the loans, with the balance offsetting the loans above.


13.


Share capital

2024
£
Allotted, called up and fully paid


108,162,800 Ordinary shares of £0.01 each
1,081,628


At incorporation 100 ordinary shares were issued at £0.01.  On 15 January 2024 108,162,700 shares were issued at £0.01.


14.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.

Page 17

 


PROJECT WEXLER BIDCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

15.Other financial commitments

Loans included within other entities of the group in which the Company is a part of, are secured by fixed and floating charges over the assets of the Company and the group. At the year end the loans amounted to £38,762,060.


16.


Controlling party

The immediate parent undertaking is Project Wexler Finco Limited and ultimate parent undertaking is Project Wexler Topco Limited, both companies registered in England and Wales. Both registered office addresses are the same as the Company.
The smallest and largest group into which the Company is consolidated is that headed by Project Wexler Topco Limited. A copy of the consolidated accounts are available from Companies House on request.
The Company's ultimate controlling party is Cadence Wexler GP LLP, an entity located in the United Kingdom.

 
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