|
Registered number: 15239181
BACCHUS JVCO LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE PERIOD ENDED 29 APRIL 2024
|
|
Report to the directors on the preparation of the unaudited statutory financial statements of Bacchus JVCo Limited for the period ended 29 April 2024
We have compiled the accompanying financial statements of Bacchus JVCo Limited (the ‘company’) based on the information you have provided. These financial statements comprise the Balance Sheet of Bacchus JVCo Limited as at 29 April 2024, the Statement of Changes in Equity, and a summary of significant accounting policies and other explanatory information.
We performed this compilation engagement in accordance with International Standard on Related Services 4410 (Revised), 'Compilation Engagements'.
We have applied our expertise in accounting and financial reporting to assist you in the preparation and presentation of these financial statements in accordance with 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). As a member firm of the Institute of Chartered Accountants in England and Wales, we are subject to its ethical and other professional requirements which are detailed at www.icaew.com.
These financial statements and the accuracy and completeness of the information used to compile them are your responsibility.
Since a compilation engagement is not an assurance engagement, we are not required to verify the accuracy or completeness of the information you provided to us to compile these financial statements. Accordingly, we do not express an audit opinion or a review conclusion on whether these financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice.
This report is made solely to the company's directors, as a body, in accordance with the terms of our engagement letter dated 15 November 2024. Our work has been undertaken solely to prepare for your approval the financial statements of the company and state those matters that we have agreed to state to the company's directors, as a body, in this report in accordance with our engagement letter dated 15 November 2024. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its directors, as a body, for our work or for this report.
Grant Thornton UK LLP
Chartered Accountants
Milton Keynes
25 July 2025
|
|
BACCHUS JVCO LIMITED
REGISTERED NUMBER: 15239181
BALANCE SHEET
AS AT 29 APRIL 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
|
|
BACCHUS JVCO LIMITED
REGISTERED NUMBER: 15239181
BALANCE SHEET (CONTINUED)
AS AT 29 APRIL 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 July 2025.
The notes on pages 5 to 12 form part of these financial statements.
|
|
BACCHUS JVCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 29 APRIL 2024
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
Shares issued during the period
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 5 to 12 form part of these financial statements.
|
|
|
BACCHUS JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 APRIL 2024
Bacchus JVCo Limited is a private company limited by shares and incorporated in England and Wales. It's registered number is 15239181, and its registered office is located at 19-21 Old Bond Street, London, England, W1S 4PX.
2.Accounting policies
|
|
|
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated.
The following principal accounting policies have been applied:
The directors have assessed the company’s ability to operate as a going concern for the next 12 months from the date of signing the financial statements. The uncertainty as to the future impact on the company of macro economic events has been considered as part of this assessment.
Whilst there remains some uncertainty as to impact, based on their assessment, the directors believe that it remains appropriate to continue adopt the going concern basis in preparing these financial statements.
Interest income is recognised in profit or loss using the effective interest method.
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.
|
|
BACCHUS JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 APRIL 2024
2.Accounting policies (continued)
|
|
|
Current and deferred taxation
|
The tax expense for the period comprises current and deferred tax. 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 balance sheet date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
|
|
|
Associates and joint ventures
|
Associates are held at cost less impairment.
|
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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 Balance Sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements,
|
|
BACCHUS JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 APRIL 2024
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
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 within 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.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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 payments 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
|
|
BACCHUS JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 APRIL 2024
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
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 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.
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires the directors to make certain judgements and estimates. The areas where these judgements and estimates have been made include;
Fair value of non-basic financial instruments
The fair value of the loan has been measured using a discounted cash flow model in combination with an option pricing model. In arriving at the fair value, the following assumptions have been made:
∙The prepayment option has been modelled on the basis that any exercise would involve full repayment of the loan rather than partial repayments.
∙An illustrative illiquidity premium of 100-200 basis points has been applied to the credit spread of the loan, to reflect the private nature of the loan.
∙The founder call option has not been considered in the fair value assessment, on the basis that the option does not carry a standalone economic value and is unlikely to be exercised.
∙The credit assessment has been based on forecast figures.
∙The loan is unsecured and ranks as junior subordinated.
∙The leverage level has been calculated at the debt over enterprise value at inception, and has remained broadly consistent between inception and the valuation date. Therefore the leverage level has not been reconsidered at the valuation date.
|
|
The average monthly number of employees during the period was 0.
|
|
|
BACCHUS JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 APRIL 2024
|
|
Investments in associates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 26 October 2023 the company acquired a 30.33% holding in Aurous Topco Limited for consideration of £2,805.
|
|
|
Due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
Loan notes receivable bear interest at 13%. The loan notes are unsecured and mature on 21 November 2030.
Amounts owed by group undertakings are unsecured, interest free, and repayable on demand.
|
|
|
BACCHUS JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 APRIL 2024
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The loan notes bear interest at 13%, are unsecured and mature on 21 November 2030.
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-trade financial transactions
|
|
|
|
|
|
|
|
BACCHUS JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 APRIL 2024
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
269,231 A Ordinary shares of £0.01 each
|
|
|
|
|
5,494 B Ordinary shares of £0.01 each
|
|
|
|
|
3,001 C Ordinary shares of £0.01 each
|
|
|
|
|
2,806 D Ordinary shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
|
On incorporation, 1,000 A Ordinary shares of £0.01 each were issued for £10.
On 21 November 2023, the following shares were issued:
- 269,231 A Ordinary shares of £0.01 each for consideration of £2,692.31
- 5,494 B Ordinary shares of £0.01 each for consideration of £54.94
- 3,001 C Ordinary shares of £0.01 each for consideration of £30.01
- 2,806 D Ordinary shares of £0.01 each for consideration of £28.06
Ordinary A, B and C shares rank pari passu voting rights. Ordinary D shares do not carry voting rights.
Ordinary A rank first on return of capital, Ordinary B shares rank second, and Ordinary C shares rank third. Ordinary D sharesholders shall only receive a return on an exit event.
|
|
Related party transactions
|
|
|
The Company has taken advantage of the exemptions included in FRS 102 section 1A not to disclose transactions with other wholly owned group companies.
The Company is a related party to MCP Investments IV S.à r. l. by way of the majority shareholder. As at 29 April 2024, the Company had a payable balance of £44,001,514 which relates the acquisition of the investment in AU Vodka Ltd along with other expenses.
The Company is a related party to NuOrion Advisors LLC by way of a minority shareholder. As at 29 April 2024, the Company had a payable balance of £448,979 which relates to the acquisition of the investment in AU Vodka Ltd.
The Company is a related party to Unlock Holdings LLC by way of a minority shareholder. As at 29 April 2024, the Company had a payable balance of £448,979 which relates to the acquisition of the investment in AU Vodka Ltd.
The Company is a related party to Steve Hewitt by way of a minority shareholder. As at 29 April 2024, the Company had a payable balance of £490,527 which relates to the acquisition of the investment in AU Vodka Ltd.
The Company is a related party to Metric Capital Partners LLP which acts as an investment adviser to the alternative investment fund manager of the majority shareholder. As at 29 April 2024, the Company had a payable balance of £3,408 which relates to professional fees paid on behalf of the company. This balance is included within other creditors.
|
|
|
BACCHUS JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 APRIL 2024
The immediate parent undertaking of Bacchus JVCo Limited is MCP Investments S.á.r.l. The directors do not consider there to be an ultimate controlling party.
|