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Renaissance Midco Limited
Registered number: 13686134
Annual report and
financial statements
For the period ended 31 March 2023
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RENAISSANCE MIDCO LIMITED
COMPANY INFORMATION
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J D Rose (appointed 5 November 2021)
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Bridges Fund Management Limited (appointed 18 October 2021)
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S B Braham (appointed 13 November 2023)
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E Chandler (appointed 17 February 2025)
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Chartered Accountants & Statutory Auditor
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National Westminster Bank PLC
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RENAISSANCE MIDCO LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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RENAISSANCE MIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
The Directors present the strategic report for the period ended 31 March 2023.
Renaissance Midco Limited (“the Company”) is a wholly owned subsidiary of Renaissance Topco Limited. The Company acts as a holding company. The activities of Renaissance Midco Limited and the subsidiary undertakings are consolidated in the financial statements of the parent company, Renaissance Topco Limited.
Principal risks and uncertainties
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The business risks facing the Company are subject to ongoing reviews by management and actions agreed to assess and mitigate, as appropriate, the risks identified.
Key performance indicators
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Being a non-trading company holding investments in subsidiaries, the directors consider that there are no key performance indicators for the Company as an individual entity but instead consider it as part of their analysis of operating companies in the wider group.
This report was approved by the board on 10 June 2025 and signed on its behalf.
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RENAISSANCE MIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
The directors present their report and the financial statements for the period ended 31 March 2023.
Incorporation
Renaissance Midco Limited was incorporated on 18 October 2021. These financial statements have been prepared for the period to 31 March 2023.
Directors' responsibilities statement
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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;
∙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 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.
The loss for the period, after taxation, amounted to £23,034,197.
The directors who served during the period were:
M Freier (appointed 23 December 2021, resigned 29 June 2023)
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J Hurrell (appointed 5 November 2021, resigned 13 November 2023)
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H C Quinn (appointed 23 December 2021, resigned 8 April 2024)
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S W Richards (appointed 23 December 2021, resigned 15 May 2024)
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J D Rose (appointed 5 November 2021)
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Bridges Fund Management Limited (appointed 18 October 2021)
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D R Knight (appointed 18 October 2021, resigned 5 November 2021)
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Post year end, on 13 November 2023 S B Braham was appointed as a director and on 17 February 2025 E Chandler was appointed as a director.
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RENAISSANCE MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Renaissance Midco Limited is part of the Renaissance Topco Limited group, which includes Tier 1 Asset Management Limited. As such, going concern is assessed on a group wide basis.
The Board assess going concern on the current financial position, the likely future financial performance and prospects of the group and the expected future cash flows combined with considering the key risks facing the group and other factors that could impact the future performance and financial position of the group.
As part of the process adopted by the Board to reach a conclusion on both the appropriateness of preparing the financial statements on a going concern basis and on the viability of the business, the following matters were assessed:
1.Principal risks facing the group in particular those that would threaten the current business strategy and model.
2.The future performance and prospects of the group; and
3.The solvency and liquidity of the group.
As part of the Board’s assessment of the matters set out consideration has been given to the following:
1.The financial position and the projected cash flow forecasts. In May 2024 the group received £1.5m in cash in the form of a loan note from Bridges Fund Management; the major shareholders of the ultimate parent company Renaissance TopCo Limited. In addition to the £1.5m investment there is also a further £1m cash investment approved for working capital purposes if needed. The combination of the cash injection of £1.5m in May 2024, the restructuring and significant reduction of the cost base, combined with a focus on the commercial activities of the group, should ensure the Company has sufficient working capital to continue as a going concern.
2.Consideration has also been given to the potential impact primarily on cash flows from principal risks and the Board have concluded that these do not threaten the group's ability to continue as a going concern.
The group in which the Company is part of makes use of a £7m external loan facility which is committed until 30 March 2028. This facility has three financial covenants – Cashflow Cover, Adjusted Leverage and Minimum Liquidity. The Minimum Liquidity covenant is forecast to be met on an ongoing basis for the entire covenant testing period. The lender has agreed a deferral of testing for both the Cashflow Cover and Adjusted Leverage covenants for a 10-month period from the date of the Amendment and Restatement Deed, as these are forecast to show breaches during this period. As such, the next testing period for these two covenants is 31 March 2026. However, from this date, on the basis of the current forecasts, the group is expected to continue to breach these two covenants.
As a result, the Directors are in the process of renegotiating the current covenants with the lender. However, due to the uncertain economic outlook, there is a material uncertainty as to the ability of the group to successfully renegotiate these at commercially acceptable terms.
The above material uncertainty may cast significant doubt on the Company’s ability to continue as a going concern and therefore realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
The Board have a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future and for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the Board continue to adopt and consider appropriate the going concern basis in preparing the financial statements.
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RENAISSANCE MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Economic impact of global events
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UK businesses are currently facing many uncertainties such as the consequences of Brexit, COVID-19, environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
Forvis Mazars LLP were appointed as the auditor during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 10 June 2025 and signed on its behalf.
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RENAISSANCE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE MIDCO LIMITED
Opinion
We have audited the financial statements of Renaissance Midco Limited (the ‘Company’) for the period ended 31 March 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including 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 31 March 2023 and of its loss for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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.
Material uncertainty relating to going concern
We draw attention to note 2.4 in the financial statements which describes the directors’ assessment of the Company’s ability to continue as a going concern and the actions that the Renaissance Topco Group has taken post year end to improve the financial viability of the business. This note also indicates that the Renaissance Topco Group may not be able to successfully renegotiate the existing financial covenants in place and would therefore mean that the Renaissance Topco Group would be in breach of those currently present should this renegotiation not be agreed by 31 March 2026.
As stated in note 2.4, these events or conditions, along with the other matters as set forth in this note to the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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RENAISSANCE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE MIDCO LIMITED
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
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.
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RENAISSANCE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE MIDCO 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: anti-money laundering regulation.
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: tax legislation and the Companies Act 2006.
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RENAISSANCE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENAISSANCE MIDCO LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to: posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates 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 Martin (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
One St. Peter's Square
Manchester
M2 3DE
10 June 2025
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RENAISSANCE MIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2023
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Impairment of intercompany receivables
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Interest payable and similar expenses
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Loss for the financial period
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There were no recognised gains and losses for 2023 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2023.
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The notes on pages 12 to 22 form part of these financial statements.
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RENAISSANCE MIDCO LIMITED
REGISTERED NUMBER: 13686134
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital Contribution reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 June 2025.
The notes on pages 12 to 22 form part of these financial statements.
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RENAISSANCE MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2023
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Capital contribution reserve
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Comprehensive expense for the period
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Total comprehensive expense for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Capital contribution on shares issued
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Total transactions with owners
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The notes on pages 12 to 22 form part of these financial statements.
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
Renaissance Midco Limited ("the Company") is a private company, limited by shares and incorporated in England and Wales, registered number 13686134. The registered address is 59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ.
The principal activity of the Company is that of a holding company.
The financial statements have been presented in Pound Sterling as this is currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.
The Company was incorporated on 18 October 2021 and the financial statements have been prepared for the period to 31 March 2023. There is therefore no comparative information.
2.Accounting policies
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Basis of preparation of financial statements
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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:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 Renaissance Topco Limited as at 31 March 2023 and these financial statements may be obtained from 59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2.Accounting policies (continued)
Renaissance Midco Limited is part of the Renaissance Topco Limited group, which includes Tier 1 Asset Management Limited. As such, going concern is assessed on a group wide basis.
The Board assess going concern on the current financial position, the likely future financial performance and prospects of the group and the expected future cash flows combined with considering the key risks facing the group and other factors that could impact the future performance and financial position of the group.
As part of the process adopted by the Board to reach a conclusion on both the appropriateness of preparing the financial statements on a going concern basis and on the viability of the business, the following matters were assessed:
1.Principal risks facing the group in particular those that would threaten the current business strategy and model.
2.The future performance and prospects of the group; and
3.The solvency and liquidity of the group.
As part of the Board’s assessment of the matters set out consideration has been given to the following:
1.The financial position and the projected cash flow forecasts. In May 2024 the group received £1.5m in cash in the form of a loan note from Bridges Fund Management; the major shareholders of the ultimate parent company Renaissance TopCo Limited. In addition to the £1.5m investment there is also a further £1m cash investment approved for working capital purposes if needed. The combination of the cash injection of £1.5m in May 2024, the restructuring and significant reduction of the cost base, combined with a focus on the commercial activities of the group, should ensure the Company has sufficient working capital to continue as a going concern.
2.Consideration has also been given to the potential impact primarily on cash flows from principal risks and the Board have concluded that these do not threaten the group's ability to continue as a going concern.
The group in which the Company is part of makes use of a £7m external loan facility which is committed until 30 March 2028. This facility has three financial covenants – Cashflow Cover, Adjusted Leverage and Minimum Liquidity. The Minimum Liquidity covenant is forecast to be met on an ongoing basis for the entire covenant testing period. The lender has agreed a deferral of testing for both the Cashflow Cover and Adjusted Leverage covenants for a 10-month period from the date of the Amendment and Restatement Deed, as these are forecast to show breaches during this period. As such, the next testing period for these two covenants is 31 March 2026. However, from this date, on the basis of the current forecasts, the group is expected to continue to breach these two covenants.
As a result, the Directors are in the process of renegotiating the current covenants with the lender. However, due to the uncertain economic outlook, there is a material uncertainty as to the ability of the group to successfully renegotiate these at commercially acceptable terms.
The above material uncertainty may cast significant doubt on the Company’s ability to continue as a going concern and therefore realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2.Accounting policies (continued)
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Going concern (continued)
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The Board have a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future and for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the Board continue to adopt and consider appropriate the going concern basis in preparing the financial statements.
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.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income 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 income.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2.Accounting policies (continued)
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.
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.
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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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, other loans and loans due to fellow group companies 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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.
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. These estimates and judgments are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgments
The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators of impaired assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. Within the reporting period intercompany receivables were impaired by £20,053,899.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. There are no key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
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During the period, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The Company has no employees other than the directors, who did not receive any remuneration paid directly by the Company.
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Interest payable and similar expenses
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Loan notes interest payable
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- 18 -
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
7.Taxation (continued)
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Factors affecting tax charge for the period
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The tax assessed for the period is higher than the standard rate of corporation tax in the UK of19%. The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
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Expenses not deductible for tax purposes
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Remeasurement of deferred tax for
changes in tax rates
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Movement in deferred tax not
recognised
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Total tax charge for the period
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Factors that may affect future tax charges
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From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.
- 19 -
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Renaissance Bidco Limited
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59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ
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59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ
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Tier 1 Asset Management Limited*
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59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ
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Subsidiaries marked with a * are held indirectly.
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- 20 -
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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The loan notes incur interest at 10% per annum, which is repayable on exit.
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Analysis of the maturity of loans is given below:
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Amounts falling due after more than 5 years
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- 21 -
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RENAISSANCE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
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Allotted, called up and fully paid
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1 Ordinary share of £1.00
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On 18 October 2021 the Company issued 1 Ordinary share of £1 each. Ordinary shares carry voting rights and the right to receive dividends.
Capital contribution reserve
The capital contribution reserve represents a contribution to the equity capital of the Company made by the shareholders of the group.
Profit and loss account
This reserve represents cumulative profits and losses less dividends declared.
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Financial commitments, guarantees and contingent liabilities
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The Company has granted fixed and floating charges over its future property, undertakings and assets to secure loan facilities. As at 31 March 2023, the amount secured is £22,977,301 which is due for repayment on maturity.
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Related party transactions
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The Company is a wholly owned subsidiary of the group headed by Renaissance Topco Limited and as such has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with wholly owned subsidiaries within the group.
Loan notes were issued to shareholders during the period incurring interest at 10%, at the year end amounts due to shareholders were £22,898,096 which are included within other loans.
Loan notes were issued to directors during the period incurring interest at 10%, at the year end amounts due to shareholders were £79,205 which are included within other loans.
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The immediate and ultimate parent company is Renaissance Topco Limited, a company registered in England and Wales, registered number 13685901.
- 22 -
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