Company registration number 14370592 (England and Wales)
PCARBON BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
PCARBON BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr Marc-Antoine Andreoli
(Appointed 22 September 2022)
Ms Sherry Vaswani
(Appointed 7 October 2022)
Mr Andrew Goldwater
(Appointed 7 October 2022)
Mr Mark Cooke
(Appointed 7 October 2022)
Ms Elizabeth Griskova
(Appointed 8 October 2024)
Company number
14370592
Registered office
3rd Floor
1 Ashley Road
Altrincham
Cheshire
United Kingdom
WA14 2DT
Auditors
Rawlinson & Hunter Audit LLP
8th Floor
6 New Street Square
New Fetter Lane
London
United Kingdom
EC4A 3AQ
PCARBON BIDCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent Auditors' report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 18
PCARBON BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and the audited financial statements for Pcarbon Bidco Limited ("the company") for the period ended 31 December 2023.
Incorporation
The company was incorporated on 22 September 2022 in England and Wales. Share capital of 1 ordinary share of £1 was issued on this date for the total consideration of £1. The accounting reference date has been amended to 31 December and these financial statements have been prepared for the extended accounting period from the date of incorporation to 31 December 2023.
On 11 August 2023, the company issued 3 ordinary shares of £1 each to its existing shareholder for the total consideration of £25,357,000.
On 13 December 2023, the company issued further 2 ordinary shares of £1 each to its existing shareholder for the total consideration of £18,329,000.
Principal activities
The principal activity of the company is that of a holding and management services company.
During the period the company, funded by equity (note 15) and loan finance (notes 12 and 13) from its immediate parent company, acquired Xalient Holdings Limited and its subsidiaries (notes 9 and 10).
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr Marc-Antoine Andreoli
(Appointed 22 September 2022)
Mr Scott Fairlie
(Appointed
22 September 2022
22 September 2022
and resigned
4 October 2024)
Ms Sherry Vaswani
(Appointed 7 October 2022)
Mr Andrew Goldwater
(Appointed 7 October 2022)
Mr Mark Cooke
(Appointed 7 October 2022)
Ms Elizabeth Griskova
(Appointed 8 October 2024)
Auditors
Rawlinson & Hunter Audit LLP were appointed as auditors by the company in accordance with section 485 of the Companies Act 2006 and will be deemed to be reappointed under section 487(2) of the same Act.
PCARBON BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law). 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 and then apply them consistently;
state whether applicable United Kingdom Accounting Standards, comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
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 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.
Statement of disclosure to auditors
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditors are unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditors are aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption provided by section 415A of the Companies Act 2006.
On behalf of the board
Ms Sherry Vaswani
Director
24 February 2025
PCARBON BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF PCARBON BIDCO LIMITED
- 3 -
Opinion
We have audited the financial statements of Pcarbon Bidco Limited (the “company”) for the period from the company’s incorporation on 22 September 2022 to 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 ‘Reduced Disclosure Framework’ (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 December 2023 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.
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 UK, including the FRC’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.
The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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 during 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:true
• the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
• the Directors' Report has been prepared in accordance with applicable legal requirements.
PCARBON BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF PCARBON BIDCO LIMITED
- 4 -
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 Directors' Report. We have nothing to report in respect of the following matters where 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the irectors' Report and from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
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.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of UK regulations. We considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements, such as valuation of investments. Audit procedures performed by us included:
discussions with the chief financial officer and management involved in the risk and compliance functions including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
reviewing correspondence and between the company and its wider group, and discussing with management in relation to their compliance with laws and regulations;
reviewing board minutes as well as relevant meeting minutes;
challenging assumptions made by management in arriving at accounting estimates and judgements, in particular in relation to the valuation of investments;
identifying and testing journal entries, in particular, any journal entries posted with unusual account combinations (other than to expected accounts), which may be indicative of overstatement or manipulation through management bias; and
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
PCARBON BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF PCARBON BIDCO LIMITED
- 5 -
Because of the inherent limitations of an audit and the audit procedures described above, there is an unavoidable risk that we will not have detected all irregularities, including some leading to material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Kulwarn Nagra
(Senior Statutory Auditor)
For and on behalf of Rawlinson & Hunter Audit LLP
Chartered Accountants and Statutory Auditors
London
24 February 2025
PCARBON BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -
Period
ended
31 December
2023
Notes
£'000
Revenue
754
Cost of sales
Gross profit
754
Administrative expenses
(696)
Exceptional items
3
(2,561)
Operating loss
(2,503)
Finance costs
7
(5,332)
Loss before taxation
(7,835)
Tax on loss
8
Loss for the financial period
(7,835)
Total comprehensive expense for the period
(7,835)
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 9 to 18 form part of these financial statements.
PCARBON BIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 7 -
2023
Notes
£'000
£'000
Non-current assets
Investments
9
85,492
Current assets
Trade and other receivables
11
58
Cash and cash equivalents
677
735
Current liabilities
Trade and other payables
12
(32,171)
Net current liabilities
(31,436)
Total assets less current liabilities
54,056
Non-current liabilities
Other payables
13
(18,205)
(18,205)
Net assets
35,851
Equity
Called up share capital
15
Share premium account
15
43,686
Retained earnings
15
(7,835)
Total equity
35,851
The notes on pages 9 to 18 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 24 February 2025 and are signed on its behalf by:
Ms Sherry Vaswani
Director
Company registration number 14370592 (England and Wales)
PCARBON BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
Called up share capital
Share premium account
Retained earnings
Total equity
Notes
£'000
£'000
£'000
£'000
Balance at 22 September 2022
-
Period ended 31 December 2023:
Loss and total comprehensive expense
-
-
(7,835)
(7,835)
Issue of share capital
15
43,686
-
43,686
Balance at 31 December 2023
43,686
(7,835)
35,851
The notes on pages 9 to 18 form part of these financial statements.
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
1
Accounting policies
General information
Pcarbon Bidco Limited ("the company") is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
1.1
Basis of preparation and summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
The company's financial statements have been prepared on a going concern basis under the historical cost convention and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
1.2
Disclosure exemptions
The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of paragraph 79(a)(iv) of IAS 1;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
Where relevant, this information is included in the consolidated financial statements of Pcarbon Topco Limited as at 31 December 2023 and these financial statements may be obtained from the Companies House public website.
These financial statements contain information about Pcarbon Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by s400 of the Companies Act 2006 not to produce consolidated financial statements, as this position is reflected in the consolidated accounts of Pcarbon Topco Limited, its immediate parent undertaking.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
1.4
Reporting period
The company was incorporated on 22 September 2022 in England and Wales. The accounting reference date has been amended to 31 December and these financial statements have been prepared for the extended accounting period from the date of incorporation to 31 December 2023.
1.5
Revenue
Revenue is recognised at the fair value of the consideration received or receivable for the services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue is derived from provision of management services to fellow group undertakings. It is recognised in the period in which the services are provided.
1.6
Non-current investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Cash and cash equivalents
Cash and cash equivalents comprise cash, short term deposits and investments in money market funds. Short term deposits comprise deposits made for varying periods of between one day and three months.
1.8
Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other receivables and payables, loans from banks and other third parties, loans from related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivables and payables, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade receivables and payables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an 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.
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.9
Share capital
Financial instruments issued by the company are treated as equity only to the extent that they do not meet the definition of a financial liability. Ordinary shares are classified as equity and are recorded at the proceeds received, net of direct issue costs.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods/years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
2
Judgements 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. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
There were no significant judgements (apart from those involving estimates) affecting amounts recognised in the financial statements.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of investments
The company makes an estimate of the recoverable value of its investments. Where an indication of impairment is identified the estimation of the recoverable value is made by reference to the estimated future cash flows from the investment and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
3
Exceptional items
2023
£'000
Transaction costs
2,561
The company incurred expenses in the course of running its business which were irregular in nature.
It is the opinion of management that these costs, which relate to corporate acquisitions and financing, need to be separately disclosed in the financial statements in order to provide greater clarity.
4
Auditors' remuneration
The audit fee for the company was borne by another group company with no recharge made to the company.
5
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2023
Number
Administration
5
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 13 -
Their aggregate remuneration comprised:
2023
£'000
Wages and salaries
606
Social security costs
75
Pension costs
4
685
6
Directors' remuneration
2023
£'000
Remuneration for qualifying services
606
Company pension contributions to defined contribution schemes
4
610
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
£'000
Remuneration for qualifying services
222
Company pension contributions to defined contribution schemes
1
7
Finance costs
2023
£'000
Interest payable to group undertakings
5,332
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 14 -
8
Taxation
2023
£'000
UK corporation tax on loss for the current period
With effect from 1 April 2023, the UK corporation tax rate increased from 19.00% to 25.00%. The blended tax rate for the period is 22.54%.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the blended tax rate as follows:
2023
£'000
Loss before taxation
(7,835)
Expected tax credit based on the standard rate of corporation tax in the UK of 22.54%
(1,766)
Tax effect of expenses that are not deductible in determining taxable profit
538
Group relief surrendered
1,178
Deferred tax not recognised
50
Taxation charge for the period
-
9
Investments
2023
Notes
£'000
Investments in subsidiaries
10
85,492
During the period the company acquired 100% of the ordinary shares of Xalient Holdings Limited for the total consideration of £38,068,000. Xalient Holdings Limited, together with its subsidiaries, is a UK based business providing advisory and managed IT services, specialising in digital identity management, cybersecurity, and enterprise networking.
Subsequently, the company invested a further £47,424,000 into the equity of Xalient Holdings Limited to finance its business acquisitions.
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
9
Investments
(Continued)
- 15 -
Movements in investments
Shares in subsidiaries
£'000
Cost or valuation
At 22 September 2022
-
Acquisition of Xalient Holdings Limited
38,068
Additional investment in equity of Xalient Holdings Limited
47,424
At 31 December 2023
85,492
Carrying amount
At 31 December 2023
85,492
10
Subsidiaries and related undertakings
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name
Place of
Registered
Principal
Class
% Held
incorporation
address
activity
Direct
Indirect
Xalient Holdings Limited
UK
1 Ashley Road, Altrincham, Cheshire WA14 2DT
Consulting and systems integration
Ordinary shares of £0.01 each
100
Xalient Limited
UK
1 Ashley Road, Altrincham, Cheshire WA14 2DT
Dormant company
Ordinary shares of £1 each
100
XalientGlobal Limited
UK
1 Ashley Road, Altrincham, Cheshire WA14 2DT
Dormant company
Ordinary shares of £0.01 each
100
Xalient Inc.
USA
2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808
Consulting and systems integration
Ordinary shares of US$0.01 each
100
Xalient India Private Limited
India
Workafella Biz Centre, 150/1 Infantry Rd Cor Div No 72, Civil Station, Bailhongal Bangalore KA 56001 India
Consulting and systems integration
Ordinary shares of ₹10 each
99.999
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
10
Subsidiaries and related undertakings
(Continued)
- 16 -
Name
Place of
Registered
Principal
Class
% Held
incorporation
address
activity
Direct
Indirect
Xalient B.V.
Netherlands
Zijdelaan 20, 2594 BV, The Hague
Holding company
Ordinary shares of €1 each
100
Integral Partners LLC
USA
1434 Spruce St., Ste. 100, Boulder, Colorado CO 80302
Consulting and systems integration
Class A Units of USD$0.1 each
100
Grabowsky Daniëls International B.V.
Netherlands
Waalsdorperweg 76, 2597 JD, The Hague
Holding company
Ordinary shares of €0.01 each
100
Cask23 B.V.
Netherlands
Zijdelaan 20, 2594 BV, The Hague
Holding company
Ordinary shares of €1 each
100
Grabowsky B.V.
Netherlands
Zijdelaan 20, 2594 BV, The Hague
Identity Access Management
Ordinary shares of €45.38 each
100
Adinsec B.V.
Belgium
Gemeenteplein 13, 1730 Asse
Identity Access Management
Ordinary shares of €100 each
100
Grabowsky Luxembourg S.à.r.l.
Luxembourg
Rue de l'Industrie 18, L-8399 Windhof
Identity Access Management
Ordinary shares of €120 each
100
On 1 March 2024, the company's wholly owned subsidiary, Xalient Holdings Limited, incorporated a new subsidiary, Xalient Secure Networks Inc., in Ontario,Canada. By way of its shareholding in Xalient Holdings Limited, the company will hold an indirect interest of 100% in the newly incorporated entity. The principal activity of the new entity will be provision of consulting and systems integration services (note 17).
11
Trade and other receivables
2023
£'000
Other receivables
58
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 17 -
12
Trade and other payables falling due within one year
2023
£'000
Trade payables
361
Amounts owed to parent and group undertakings
31,173
Accruals
637
32,171
Included within amounts owed to parent and group undertakings is £30,281,000 owed to the immediate parent undertaking. It is unsecured, repayable on demand and comprise the original loan of £26,951,000 bearing an annual interest rate of 10% and the accrued interest of £3,330,000 which is accruing no further interest. The remaining amount of £892,000 is owed to group undertakings and is unsecured, interest free and repayable on demand.
13
Other payables falling due after one year
2023
£'000
Amounts owed to immediate parent undertaking
18,205
Amounts owed to immediate parent undertaking are unsecured and repayable on 7 October 2031. They comprise the original loan of £16,203,000 bearing an annual interest rate of 10% and the accrued interest of £2,002,000 which is accruing no further interest.
14
Retirement benefit schemes
2023
Defined contribution schemes
£'000
Charge to profit or loss in respect of defined contribution schemes
4
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
15
Called up share capital and reserves
2023
2023
Ordinary share capital
Number
£'000
Issued and fully paid
Ordinary shares of £1 each
6
-
PCARBON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
15
Called up share capital and reserves
(Continued)
- 18 -
The company was incorporated on 22 September 2022 in England and Wales. Share capital of 1 ordinary share of £1 was issued on this date for the total consideration of £1.
On 11 August 2023, the company issued 3 ordinary shares of £1 each to its existing shareholder for the total consideration of £25,357,000.
On 13 December 2023, the company issued further 2 ordinary shares of £1 each to its existing shareholder for the total consideration of £18,329,000.
The company's reserves comprise the following:
Called up share capital
Nominal value of subscribed shares.
Share premium account
Amounts paid on issuance of shares in excess of the nominal value of the shares.
Retained earnings
All other gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
16
Controlling parties
The company's immediate parent company is Pcarbon Topco Limited. It is registered and incorporated in England and Wales and is based at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
The company's ultimate controlling party is Volpi Capital LLP which is based at 1 Hooper’s Court, London, SW3 1AF.
17
Events after the reporting date
On 1 March 2024, the company's wholly owned subsidiary, Xalient Holdings Limited, incorporated a new subsidiary, Xalient Secure Networks Inc., in Ontario, Canada. By way of its shareholding in Xalient Holdings Limited, the company will hold an indirect interest of 100% in the newly incorporated entity. The principal activity of the new entity will be provision of consulting and systems integration services (note 10).
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