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Bay Bidco Limited

Registered number: 15442392
Annual report and
 financial statements
For the 8 month period ended 30 September 2024

 
BAY BIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
SR Calverley (appointed 22 March 2024)
JW Lewthwaite (appointed 22 March 2024)
JG Marsh (appointed 22 March 2024)
HJ Mursell (appointed 22 March 2024)
GJ Slattery (appointed 22 March 2024)
DP Woffendin (appointed 22 March 2024)




Registered number
15442392



Registered office
The Second Floor
Rosemount House

Rosemount Estate

Huddersfield Road

Elland

HX5 0EE




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

5th Floor

3 Wellington Place

Leeds

LS1 4AP





 
BAY BIDCO LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditor's Report
 
4 - 7
Statement of Comprehensive Income
 
8
Statement of Financial Position
 
9
Statement of Changes in Equity
 
10
Notes to the Financial Statements
 
11 - 22


 
BAY BIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

Introduction
 
The Directors present their Strategic Report for the period ended 30 September 2024.

Business review
 
The Company operates as an intermediate parent company.
The business did not conduct any external trading operations during the period.

Principal risks and uncertainties
 
As the Company operates as an intermediate parent company, there are no specific risks and uncertainties relevant to the Company.

Financial key performance indicators
 
As the Company operates as an intermediate parent company and it did not conduct any external trading operations during the period, the key financial and operational performance indicators monitored by the Directors, in relation to the wider business, are set out in the consolidated financial statements of Bay Topco Limited.

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors of the Company act in accordance with the set of duties as detailed in s172 of the UK Companies Act 2006 which is summarised as follows:
A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:
 
The likely consequences of any decisions in the long-term;
The interests of the company’s employees;
The need to foster the company’s business relationships with suppliers, customers and others;
The impact of the company’s operations on the community and environment;
The desirability of the company maintaining a reputation for high standards of business conduct; and;
The need to act fairly as between shareholders of The Company;
 
Given the non-trading nature of the Company, being a holding Company only, the directors of Bay Bidco Limited consider that their responsibilities in respect of s172 are appropriately complied with.


This report was approved by the board on 29 April 2025 and signed on its behalf.



SR Calverley
Director

Page 1

 
BAY BIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the 8 month period ended 30 September 2024.

Incorporation

The Company was incorporated on 25 January 2024 and the financial statements have been prepared for a 8 month period to 30 September 2024. There is therefore no comparative information.

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; 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 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 profit for the 8 month period, after taxation, amounted to £578,803.

No dividends were declared or paid during the period. 

Directors

The directors who served during the 8 month period were:

SR Calverley (appointed 22 March 2024)
JW Lewthwaite (appointed 22 March 2024)
JG Marsh (appointed 22 March 2024)
HJ Mursell (appointed 22 March 2024)
GJ Slattery (appointed 22 March 2024)
DP Woffendin (appointed 22 March 2024)
SJ May (appointed 27 February 2024, resigned 22 March 2024)
RG Wilkey (appointed 25 January 2024, resigned 27 February 2024)

Page 2

 
BAY BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

Qualifying third party indemnity provisions

The Company has made qualifying third party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the reporting date.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Going Concern

At 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 based on the trading and financial position of the wider group, which is described further in the consolidated financial statements of Bay Topco Limited.

Auditor

During the period, Forvis Mazars LLP were appointed as entity auditors for the period ended 30 September 2024.
The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 April 2025 and signed on its behalf.
 





SR Calverley
Director

Page 3

 
BAY BIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY BIDCO LIMITED
 

Opinion

We have audited the financial statements of Bay Bidco Limited (the ‘Company’) for the period ended 30 September 2024 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 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 FRS 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 30 September 2024 and of its profit 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’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Page 4

 
BAY BIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY BIDCO LIMITED
 

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.

Opinions 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 year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In 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.

Page 5

 
BAY BIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY BIDCO LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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.
 
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. 

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, anti-money laundering regulation and the Bribery Act 2010.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: FRS 102, tax legislation and the Companies Act 2006. 
Page 6

 
BAY BIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BAY BIDCO LIMITED
 

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to: posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, particularly in respect of the valuation of investments and significant one-off or unusual transactions. 

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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

Use of the audit 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.




Christopher Hudson (Senior statutory auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
5th Floor
3 Wellington Place
Leeds
LS1 4AP

29 April 2025
Page 7

 
BAY BIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

8 months ended
30 September
2024
Note
£

  

Turnover
 4 
242,745

Gross profit
  
242,745

Administrative expenses
  
(372,522)

Operating loss
  
(129,777)

Fair value movements
  
(100,781)

Income from investments in subsidiary companies
 9 
1,500,000

Interest payable and similar expenses
 10 
(690,639)

Profit before tax
  
578,803

Tax on profit
 11 
-

Profit for the financial 8 month period
  
578,803

There were no recognised gains and losses for 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024.

The notes on pages 11 to 22 form part of these financial statements.

Page 8

 
BAY BIDCO LIMITED
REGISTERED NUMBER: 15442392

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
Note
£

Fixed assets
  

Investments
 12 
29,956,437

  
29,956,437

Current assets
  

Debtors: amounts falling due within one year
 13 
6,331,060

  
6,331,060

Creditors: amounts falling due within one year
 14 
(6,582,025)

Net current liabilities
  
 
 
(250,965)

Total assets less current liabilities
  
29,705,472

Creditors: amounts falling due after more than one year
 15 
(12,523,111)

  

Net assets
  
17,182,361


Capital and reserves
  

Called up share capital 
 17 
166,036

Share premium account
 18 
16,437,522

Profit and loss account
 18 
578,803

  
17,182,361


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 April 2025.




SR Calverley
Director

The notes on pages 11 to 22 form part of these financial statements.

Page 9

 
BAY BIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the 8 month period

Profit for the 8 month period
-
-
578,803
578,803
Total comprehensive income for the 8 month period
-
-
578,803
578,803


Contributions by and distributions to owners

Shares issued during the 8 month period
166,036
16,437,522
-
16,603,558


Total transactions with owners
166,036
16,437,522
-
16,603,558


At 30 September 2024
166,036
16,437,522
578,803
17,182,361

The notes on pages 11 to 22 form part of these financial statements.

Page 10

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

1.


General information

Bay Bidco Limited ("the Company") is a private company, limited by shares and incorporated in England and Wales, registered number 15442392. The address of the registered office is The Second Floor, Rosemount House, Rosemount Estate, Elland, United Kingdom, HX5 0EE.
The Company was incorporated on 25 January 2024 and the financial statements have been prepared for an 8 month period to 30 September 2024. There is therefore no comparative information.
The principal activity of the Company is that of a holding company and the provision of management services.

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 Bay Topco Limited as at 30 September 2024 and these financial statements may be obtained from The Second Floor, Rosemount House, Huddersfield Road, Elland, United Kingdom, HX5 0EE.

 
2.3

Going concern

At 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 based on the trading and financial position of the wider group, which is described further in the consolidated financial statements of Bay Topco Limited.

Page 11

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 

 
2.5

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.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the 8 month period in which they are incurred.

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 12

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.11

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.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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.
 
Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
 
Page 13

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.11
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 
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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 14

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

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. 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.
Key sources of estimation uncertainty
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment assets, the Directors have considered both external and internal sources of information, such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
(ii) Valuation of investments
During the period the Company acquired the entire share capital of Checkmate Holdings Group Ltd. Judgement was made when determining the directly attributable costs which were capitalised. These totalled £1.95m.


4.


Turnover

All turnover arose within the United Kingdom and relates to management charges received from subsidiary undertakings.  


5.


Auditor's remuneration

During the 8 month period, the Company obtained the following services from the Company's auditor:


8 months ended
30 September
2024
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
6,500

Page 15

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

6.


Employees

Staff costs, including directors' remuneration, were as follows:


8 months ended
30 September
2024
£

Wages and salaries
152,885

Social security costs
19,253

Cost of defined contribution scheme
24,350

196,488


The average monthly number of employees, including the directors, during the 8 month period was as follows:


   8 months ended
     30 September
        2024
            No.






Directors
6


7.


Directors' remuneration

8 months ended
30 September
2024
£

Directors' emoluments
152,885

Company contributions to defined contribution pension schemes
24,350

177,235


During the 8 month period retirement benefits were accruing to 5 directors in respect of defined contribution pension schemes.

Page 16

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

8.


Fair value movements

2024
£
Fair value movement on interest rate cap

100,781



9.


Income from investments

8 months ended
30 September
2024
£

Income from subsidiary undertakings
1,500,000







10.


Interest payable and similar expenses

8 months ended
30 September
2024
£


Bank interest payable
690,639

Page 17

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

11.


Taxation


8 months ended
30 September
2024
£



Total current tax
-

Deferred tax

Total deferred tax
-


Tax on profit
-

Factors affecting tax charge for the 8 month period

The tax assessed for the 8 month period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

8 months ended
30 September
2024
£


Profit on ordinary activities before tax
578,803


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
144,701

Effects of:


Expenses not deductible for tax purposes
37,488

Non-taxable income
(375,000)

Group relief
63,617

Movement in deferred tax not recognised
129,194

Total tax charge for the 8 month period
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 18

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

12.


Fixed asset investments





Investments in subsidiary companies

£



Cost and net book value


Additions
29,956,437



At 30 September 2024
29,956,437





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Checkmate Holdings Group Limited
Ordinary
100%
Rosse Systems Limited*
Ordinary
100%
Checkmate Holdings Limited*
Ordinary
100%
Checkmate Fire Solutions Limited*
Ordinary
100%
Checkmate Fire Compliance Limited*
Ordinary
100%

All the subsidiary undertakings listed above, with the exception of Rosse Systems Limited, have their registered office at The Second Floor, Rosemount House, Rosemount Estate, Huddersfield Road, Elland, England, HX5 0EE.
Rosse Systems Limited have their registered office at 4 Peel House, Taunton Street, Shipley, West Yorkshire, BD18 3NA.
Those marked with a * are held indirectly.

Page 19

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

13.


Debtors

2024
£


Amounts owed by group undertakings
6,022,372

Other debtors
279,607

Prepayments and accrued income
29,081

6,331,060


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


14.


Creditors: Amounts falling due within one year

2024
£

Bank credit facility
2,250,000

Bank loans
175,468

Amounts owed to group undertakings
4,063,941

Other creditors
92,616

6,582,025


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The bank credit facility is repayable in installments and is secured by way of a fixed and floating charge over all assets held. 


15.


Creditors: Amounts falling due after more than one year

2024
£

Bank loans
12,523,111


Page 20

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

16.


Loans


Analysis of the maturity of loans is given below:


2024
£

Amounts falling due within one year

Bank loans
175,468


175,468


Amounts falling due 2-5 years

Bank loans
2,720,770


2,720,770

Amounts falling due after more than 5 years

Bank loans
9,802,341

9,802,341

12,698,579


The bank loans are secured by way of fixed and floating charges over the assets of the Company and the assets of other group companies as follows: Bay Midco Limited, Checkmate Holdings Group Limited, Rosse Systems Limited, Checkmate Holdings Ltd and Checkmate Fire Solutions Limited. Interest is payable at a rate of 9.45% per annum.


17.


Share capital

2024
£
Allotted, called up and fully paid


166,036 Ordinary shares of £1.00 each
166,036


On 22 April 2024, the Company issued 16,603,557 Ordinary shares of £0.01 each for a total consideration of £16,603,557.
The Ordinary shares carry full rights to voting, dividends and capital distribution (including on winding up) and are not redeemable.

Page 21

 
BAY BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 8 MONTH PERIOD ENDED 30 SEPTEMBER 2024

18.


Reserves

Share premium account

The share premium account represents amounts paid for shares above their nominal value.

Profit and loss account

Profit and loss reserve represents cumulative total comprehensive income less dividends paid.


19.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in independently administered funds. The pension cost charge represents contributions payable by the Company to the fund and amounted to £24,350. Contributions totaling £Nil were payable to the fund at the balance sheet date and are included in creditors.


20.


Related party transactions

The Company has taken advantage of the exemption offered by Financial Reporting Standard 102 (Section 33) from the requirement to disclose transactions with other group companies that are wholly owned.
During the year, the Company was charged £350,059 by the ultimate parent undertaking, IK DC Luxco 10 Sarl, in relation to the group restructure. Of the £350,059 of fees charged £104,216 has been capitalised within the investments balance and £197,500 has been offset against the loan balance and will be amortised over the term of the loan. 


21.


Controlling party

The Company's immediate parent undertaking is Bay Midco Limited, a company incorporated in England and Wales. The ultimate parent undertaking is IK DC Luxco 10 Sarl, a company registered in Luxembourg.
The parent undertaking of the largest and smallest group for which consolidated financial statements are prepared is Bay Topco Limited, a company incorporated in England and Wales. Copies of the consolidated financial statements can be obtained from the Company Secretary at The Second Floor, Rosemount House, Rosemount Estate, Huddersfield Road, Elland, United Kingdom, HX5 0EE.

Page 22