Company registration number 14770323 (England and Wales)
INVESTCORP CARLTON MH ACQUISITION LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
INVESTCORP CARLTON MH ACQUISITION LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
INVESTCORP CARLTON MH ACQUISITION LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 1 -
2024
Notes
Fixed assets
Investments
3
30,420,000
Current assets
Debtors
4
27,658
Cash at bank and in hand
369,210
396,868
Creditors: amounts falling due within one year
5
(11,132,046)
Net current liabilities
(10,735,178)
Total assets less current liabilities
19,684,822
Creditors: amounts falling due after more than one year
6
(14,829,750)
Net assets
4,855,072
Capital and reserves
Called up share capital
8
4,943,251
Profit and loss reserves
(88,179)
Total equity
4,855,072

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered 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 20 February 2025 and are signed on its behalf by:
T Best
Director
Company registration number 14770323 (England and Wales)
INVESTCORP CARLTON MH ACQUISITION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
- 2 -
1
Accounting policies
Company information

Investcorp Carlton MH Acquisition Limited is a private company limited by shares incorporated in England and Wales. The registered office is 10th Floor, 110 Cannon Street, London, EC4N 6EU.

1.1
Reporting period

The financial statements are presented for the period from incorporation on 30 March 2023 to 30 June 2024.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in Euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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.

1.4
Turnover

Revenue is recognised when it is probable that future economic benefits will flow to the company and these benefits can be measured reliably. The company's turnover consists primarily of profit share derived from its holding of investment in another entity. Revenue is recognised when distribution is agreed and received from management of underlying investments.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

INVESTCORP CARLTON MH ACQUISITION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 3 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2
Employees

The average monthly number of persons employed by the company during the period was:

2024
Number
Total
-
0
INVESTCORP CARLTON MH ACQUISITION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 4 -
3
Fixed asset investments
2024
Other investments
30,420,000
Movements in fixed asset investments
Investments
Cost or valuation
Additions
30,420,000
At 30 June 2024
30,420,000
Carrying amount
At 30 June 2024
30,420,000
4
Debtors
2024
Amounts falling due within one year:
Other debtors
27,658
5
Creditors: amounts falling due within one year
2024
Trade creditors
29,549
Amounts owed to group undertakings and undertakings in which the company has a participating interest
10,647,000
Other creditors
455,497
11,132,046
6
Creditors: amounts falling due after more than one year
2024
Subordinated unsecured loan notes
14,829,750
INVESTCORP CARLTON MH ACQUISITION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 5 -
7
Convertible loan notes
2024
Liability component of subordinated unsecured loan notes
14,829,750

Subordinated unsecured loan notes of €14.8 million were issued during the period.

 

The interest expensed for the period is calculated by applying an effective interest rate of 9.3% to the liability component of the loan notes. The liability component is measured at amortised cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the statement of financial position represents the effective interest rate less interest paid to that date.

8
Called up share capital
2024
2024
Ordinary share capital
Number
Issued and fully paid
Ordinary Shares of €1 each
4,943,250
4,943,250
Ordinary shares of £0.01 each
100
1
4,943,350
4,943,251

On 30 March 2023, 100 ordinary shares of £0.01 each were issued at par. The shares have full rights to voting, dividend and capital (including on a winding up). The shares are not redeemable.

 

On 06 April 2023, 2,659,088 ordinary shares of €1 each were issued at par.

On 18 August 2023, 2,662 ordinary shares of €1 each were issued at par.

On 05 April 2024, 2,281,500 ordinary shares of €1 each were issued at par.

 

Each share has full rights in the company with respect to voting, dividends and distributions.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Warren Baker FCA
Statutory Auditor:
BKL Audit LLP
Date of audit report:
26 February 2025
10
Related party transactions

The company has taken advantage of the exemption available in accordance with Section 1 AC.35 of Financial Reporting Standard 102 "Related party disclosures" and has not disclosed transactions entered into between wholly owned group members.

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