REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
17 AUGUST 2022 TO 31 OCTOBER 2023 |
FOR |
EMPTEEZY HOLDINGS LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
17 AUGUST 2022 TO 31 OCTOBER 2023 |
FOR |
EMPTEEZY HOLDINGS LIMITED |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the period 17 August 2022 to 31 October 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Statement of Income and Retained Earnings | 8 |
Balance Sheet | 9 |
Notes to the Financial Statements | 10 |
EMPTEEZY HOLDINGS LIMITED |
COMPANY INFORMATION |
for the period 17 August 2022 to 31 October 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Business Advisors, Accountants and |
Statutory Auditors |
Q Court |
3 Quality Street |
Edinburgh |
EH4 5BP |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
STRATEGIC REPORT |
for the period 17 August 2022 to 31 October 2023 |
The directors present their strategic report for the period 17 August 2022 to 31 October 2023. |
REVIEW OF BUSINESS |
The company is an intermediate holding company within the Spill Topco Group and does not trade. The company holds an investment in a subsidiary. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks faced by the company relate to the valuation of its investment which is underpinned by the performance of the subsidiary companies. The Board monitors the situation and works closely with the directors of other group companies in this regard to ensure that the company's interests are met. |
SECTION 172(1) STATEMENT |
The director consider that they have acted in good faith and in a manner likely to promote the success of the company for the benefit of its members. The company operates with high standards of ethics, business conduct and sound governance. It is the board's intention to behave responsibly towards our shareholders so that they may benefit from the success of the business. |
It is an ongoing priority of the Spill Group of companies continue to work closely with customers and suppliers to ensure that service levels meet or exceed expectations, whilst commercial terms remain fair and transparent. We aim to be fair and transparent in our negotiations and build cooperation based on mutual trust and long-term commitment. |
ON BEHALF OF THE BOARD: |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
REPORT OF THE DIRECTORS |
for the period 17 August 2022 to 31 October 2023 |
The directors present their report with the financial statements of the company for the period 17 August 2022 to 31 October 2023. |
INCORPORATION |
The company was incorporated on 17 August 2022 . |
DIVIDENDS |
No dividends will be distributed for the period ended 31 October 2023. |
DIRECTORS |
The directors who have held office during the period from 17 August 2022 to the date of this report are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
REPORT OF THE DIRECTORS |
for the period 17 August 2022 to 31 October 2023 |
AUDITORS |
The auditors, Haines Watts Scotland, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
EMPTEEZY HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of Empteezy Holdings Limited (the 'company') for the period ended 31 October 2023 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 2023; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
EMPTEEZY HOLDINGS LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
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 three, 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 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 a Report of the Auditors 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- We identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge; |
- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation, employment and data protection; |
- We assessed the extent of compliance with the laws and regulations identified above through making enquires of management and inspecting legal correspondence; |
- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assess the susceptibility of material misstatement within the Company's financial statements, including obtaining an understanding of how fraud might occur by: |
- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
EMPTEEZY HOLDINGS LIMITED |
To address the risk of fraud through management bias and override of controls, we: |
- Performed analytical procedures to identify any unusual or unexpected relationships; |
- Tested journal entries to identify unusual transactions; |
- Assessed whether judgement and assumptions made in determining accounting estimates were indicative of potential bias; and |
- Investigated the rationale behind any significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- Agreeing financial statement disclosures to underlying supporting documentation; |
- Reading the minutes of meetings of those charged with governance; |
- Enquiring of management as to actual potential litigation and claims; and |
- Reviewing correspondence. |
Whilst our audit did not identify any significant matters relating to the detection of irregularities including fraud, and despite the audit being planned and conducted in accordance with ISAs (UK), there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity would likely involve collusion, forgery, intentional 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 Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 a Report of the Auditors 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. |
for and on behalf of |
Business Advisors, Accountants and |
Statutory Auditors |
Q Court |
3 Quality Street |
Edinburgh |
EH4 5BP |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
STATEMENT OF INCOME AND RETAINED EARNINGS |
for the period 17 August 2022 to 31 October 2023 |
Notes | £ |
TURNOVER |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit | 5 |
PROFIT FOR THE FINANCIAL PERIOD |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
BALANCE SHEET |
31 October 2023 |
Notes | £ |
FIXED ASSETS |
Investments | 6 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 8 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
NOTES TO THE FINANCIAL STATEMENTS |
for the period 17 August 2022 to 31 October 2023 |
1. | STATUTORY INFORMATION |
Empteezy Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
BASIS OF PREPARING THE FINANCIAL STATEMENTS |
The company has a cross guarantee with various UK entities within the group in respect of group borrowings/debt. |
Subsequent to the year end and at the date of signing the financial statements, the group, of which this entity is a part, has undertaken a successful refinancing with its bank lenders. This refinancing consists of: |
1. an injection of capital from shareholders; |
2. amendment to the repayments of bank interest and bank capital repayments; |
3. amendments to bank financial covenants; and |
4. the group entered into asset backed lending. |
The directors consider that the refinancing will allow the group to operate for at least 12 months from the date of signing the financial statements. As part of this consideration the directors have prepared projections at company/group level which indicate a positive cash flow through to October 2026 and no expected breach of covenants. |
The directors have therefore prepared the financial statements on a going concern basis. |
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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d); |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
• | the requirement of paragraph 33.7. |
PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS |
The financial statements contain information about Empteezy Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Spill Midco 1 Limited, Squire Patton Boggs (UK) LLP, Rutland House,148 Edmund Street, Birmingham, B3 2JR. |
RELATED PARTY EXEMPTION |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 17 August 2022 to 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
INVESTMENTS IN SUBSIDIARIES |
Investments in subsidiaries are measured at cost less accumulated impairment. |
Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. |
Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Unlisted investments are reviewed for impairment on an annual basis. |
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 debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, 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 debtors and creditors, 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 financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the consolidated statement of comprehensive income. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
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 Group 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 balance sheet 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. |
TAXATION |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 17 August 2022 to 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
DEFERRED TAX |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In preparing these financial statements, the directors have made the following judgements: |
- Determining whether there are indicators of impairment of the company's fixed asset investments. Factors taken into consideration include assessing the recoverability of the balances and future performance of the related entities. |
The directors consider that there are no other sources of estimation uncertainty. |
4. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the period ended 31 October 2023. |
The average number of employees during the period was NIL. |
£ |
Directors' remuneration |
5. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period. |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
EMPTEEZY HOLDINGS LIMITED (REGISTERED NUMBER: SC741609) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 17 August 2022 to 31 October 2023 |
6. | FIXED ASSET INVESTMENTS - continued |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: 4 Muir Road, Houstoun Industrial Estate, Livingston, West Lothian, EH54 5DR |
Nature of business: |
% |
Class of shares: | holding |
7. | SECURED DEBTS |
The company has entered into various fixed and floating charges and in favour of Chiltern Capital Nominees (Spill) Limited. The floating charge includes a cross-company guarantee for the various UK group entities. |
Subsequent to the year end, the company has granted a floating charge and debenture to Santander UK PLC. |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | 0.1 | 2,635,000 |
26,350,000 Ordinary shares of 0.1 each were allotted and fully paid for |
On incorporation, the company issued 1 Ordinary £1 subscriber share. During the period, the share was redesignated as 1,000 Ordinary £0.0001 shares before being consolidated into 10 Ordinary £0.10 shares, then followed by the issue of a further 26,349,990 Ordinary £0.10 shares. |
9. | RESERVES |
Retained |
earnings |
£ |
Profit for the period |
At 31 October 2023 |
10. | ULTIMATE CONTROLLING PARTY |
At the year end the ultimate parent company is Spill Topco Limited , a company incorporated in Jersey with registered number 145703. |
The immediate parent company is Spill Bidco Limited, a company incorporated in England with company registration number 14419694. |
The parent undertaking of the largest and smallest group for which consolidated financial statements are prepared is Spill Midco 1 Limited. Consolidated financial statements for Spill Midco 1 Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ. |
There is no ultimate controlling party. |