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Registration number: 14933362

Clara Midco 2 Limited

Annual Report and Financial Statements

for the Period from 13 June 2023 to 31 October 2024

 

Clara Midco 2 Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11 to 15

 

Clara Midco 2 Limited

Company Information

Directors

R Russell

F Churtichaga

Registered office

Asher House
Barsbank Lane
Lymm
Warrington
WA13 0ED

Bankers

Virgin Money UK PLC
Health & Social Care
137 New Street
Birmingham
B2 4NS

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Clara Midco 2 Limited

Strategic Report for the Period from 13 June 2023 to 31 October 2024

The directors present their strategic report for the period from 13 June 2023 to 31 October 2024.

Principal activity

The principal activity of the company is that of a holding company.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £Nil and an operating income of £Nil. At 31 October 2024 the company had net assets of £0.01. The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Details of the section 172(1) statement, future developments, principal risks and uncertainties and key performance indicators are disclosed in the group financial statements of the company and parent company, Clara Topco Limited.

Approved by the Board on 3 April 2025 and signed on its behalf by:


R Russell
Director

 

Clara Midco 2 Limited

Directors' Report for the Period from 13 June 2023 to 31 October 2024

The directors present their report and the financial statements for the period from 13 June 2023 to 31 October 2024.

Incorporation

The company was incorporated on 13 June 2023.

Directors of the company

The directors who held office during the period were as follows:

V Luhana (appointed 13 June 2023 and ceased 22 June 2023)

D R Jones - Chief executive (ceased 4 October 2023)

R B Arden (appointed 22 June 2023 and ceased 7 June 2024)

R Russell (appointed 20 July 2023)

F Churtichaga (appointed 28 May 2024)

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The financial statements have been prepared on a going concern basis on the assumption that support from the fellow group companies and its financiers will continue to be forthcoming for the foreseeable future. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have adopted the going concern basis in preparing financial statements.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the period and have expressed their willingness to continue in office.

Approved by the Board on 3 April 2025 and signed on its behalf by:


R Russell
Director

 

Clara Midco 2 Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 year. 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 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

 

Clara Midco 2 Limited

Independent Auditor's Report to the Members of Clara Midco 2 Limited

Opinion

We have audited the financial statements of Clara Midco 2 Limited (the 'company') for the period from 13 June 2023 to 31 October 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, 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).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 October 2024 and of its results 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 auditor 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Clara Midco 2 Limited

Independent Auditor's Report to the Members of Clara Midco 2 Limited

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 and 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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.

Auditor Responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

Clara Midco 2 Limited

Independent Auditor's Report to the Members of Clara Midco 2 Limited

In identifying and assessing risks of material misstatement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included obtaining an understanding of the legal and regulatory frameworks applicable to the company financial statements or that had a fundamental effect on the company's operations, which we determined to be UK GAAP, UK Companies Act 2006 and taxation laws; we understood how the company is complying with those legal and regulatory frameworks by making inquiries of management, those responsible for legal and compliance procedures; we assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.

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, with detailed journal reviews undertaken of the accounting system for the year to 31 October 2024; understanding the controls in place to detect and prevent fraud and challenging assumptions and judgements made by management in its significant accounting estimates.

Reliance was not placed on controls for the entirety of the audit, instead a substantive testing approach was undertaken, however controls were in place to prevent fraud, and they appeared to be working effectively.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of this 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 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.





Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

3 April 2025

 

Clara Midco 2 Limited

Profit and Loss Account for the Period from 13 June 2023 to 31 October 2024

Note

2024
£

Turnover

-

Gross profit/(loss)

 

-

Operating profit/(loss)

-

Profit/(loss) before tax

 

-

Profit/(loss) for the financial period

 

-

The above results were derived from continuing operations.

The company has no recognised gains or losses for the period other than the results above.

 

Clara Midco 2 Limited

(Registration number: 14933362)
Balance Sheet as at 31 October 2024

Note

2024
£

Fixed assets

 

Investments

6

1

Capital and reserves

 

Called up share capital

1

Shareholders' funds

 

1

Approved and authorised by the Board on 3 April 2025 and signed on its behalf by:
 


R Russell
Director

 

Clara Midco 2 Limited

Statement of Changes in Equity for the Period from 13 June 2023 to 31 October 2024

Share capital
£

Total
£

New share capital subscribed

1

1

At 31 October 2024

1

1

 

Clara Midco 2 Limited

Notes to the Financial Statements for the Period from 13 June 2023 to 31 October 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Asher House
Barsbank Lane
Lymm
Warrington
WA13 0ED

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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 years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Departure from requirements of FRS 102

The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the accounts of the ultimate parent company. Clara Topco Ltd.

Name of parent of group

These financial statements are consolidated in the financial statements of Clara Topco Limited.

The financial statements of Clara Topco Limited may be obtained from the company's registered office.

Group accounts not prepared

The company has taken exemption from preparing group accounts as it is included in consolidated accounts for a larger group which are drawn up as full consolidated audited accounts which are filed at Companies House.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimated uncertainty

No significant judgements have been made by management in preparing these financial statements.

 

Clara Midco 2 Limited

Notes to the Financial Statements for the Period from 13 June 2023 to 31 October 2024

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Clara Midco 2 Limited

Notes to the Financial Statements for the Period from 13 June 2023 to 31 October 2024

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Clara Midco 2 Limited

Notes to the Financial Statements for the Period from 13 June 2023 to 31 October 2024

 

3

Staff costs

The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:

2024
No.

Directors

2

 

4

Directors' remuneration

Directors remuneration has been borne by a fellow group undertaking.

 

5

Auditors' remuneration

Audit fees have been borne by a fellow group undertaking.

 

6

Investments

2024
£

Investments in subsidiaries

1

Subsidiaries

£

Cost or valuation

Additions

1

Provision

Carrying amount

At 31 October 2024

1

 

Clara Midco 2 Limited

Notes to the Financial Statements for the Period from 13 June 2023 to 31 October 2024

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

Subsidiary undertakings

Bright Futures Care Limited

England and Wales

Ordinary

100%

Willow Tree Park Properties Limited

England and Wales

Ordinary

100%

Project PT Bidco Limited

England and Wales

Ordinary

100%

Project PT Topco Limited

England and Wales

Ordinary

100%

Clara Bidco Limited

England and Wales

Ordinary

100%

The principal activity of Bright Futures Care Limited is education and care services. The principal activity of Willow Tree Park Property Limited is the management of a property rented by Bright Futures Care Limited. The principal activity of Clara Bidco Limited, Project PT Bidco Limited and Project PT Topco Limited are those of holding companies.

 

7

Share capital

Allotted, called up and fully paid shares

2024

No.

£

Ordinary of £0.01 each

1

0.01

   
 

8

Related party transactions

Summary of transactions with key management

The company is exempt from disclosing transactions with other members within the group headed by Clara Topco Limited on the grounds that the consolidated financial statements which include the company are publicly available.

There have been no related party transactions recorded during this financial period.

 

 

9

Parent and ultimate parent undertaking

The company's immediate parent is Clara Midco 1 Limited, incorporated in England and Wales.

 The ultimate controlling party is Charme Capital Partners Limited.