Company registration number 14118260 (England and Wales)
LIBRA BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JANUARY 2025
PAGES FOR FILING WITH REGISTRAR
10 Bridge Street
Christchurch
Dorset
BH23 1EF
LIBRA BIDCO LIMITED
CONTENTS
Page
Company information
1
Balance sheet
2
Notes to the financial statements
3 - 7
LIBRA BIDCO LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2025
31 January 2025
- 2 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
14,039,629
17,361,629
Current assets
Cash at bank and in hand
101,250
101,250
Creditors: amounts falling due within one year
5
(5,365,040)
(4,594,425)
Net current liabilities
(5,263,790)
(4,493,175)
Total assets less current liabilities
8,775,839
12,868,454
Creditors: amounts falling due after more than one year
6
(12,115,237)
(15,119,085)
Net liabilities
(3,339,398)
(2,250,631)
Capital and reserves
Called up share capital
Profit and loss reserves
(3,339,398)
(2,250,631)
Total equity
(3,339,398)
(2,250,631)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 29 July 2025 and are signed on its behalf by:
Mr M J Croker
Director
Company registration number 14118260 (England and Wales)
LIBRA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -
1
Accounting policies
Company information
Libra Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Semaphore House, Fareham Heights, Standard Way, Fareham, Hampshire, United Kingdom, PO16 8XT.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. The directors acknowledge the net liability position of this company. However, given the company does not trade and has access to the distributable profits of the group as required, the going concern basis remains appropriate.true As disclosed in the post balance sheet events note, the company has sold it's interest in Landguard Nexus Limited and it's other indirect subsidiaries. The company will continue to exist to receive any deferred consideration from the sale and look for future investment opportunities.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
LIBRA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 4 -
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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, 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.
1.6
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
LIBRA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 5 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The 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 are as follows:
The directors have assessed the financial performance criteria attributable in respect of the deferred consideration and have impaired the financial liability where deemed applicable.
The directors have assessed the carrying value of investments, currently held at cost, and have provided for impairment where considered necessary. The directors consider the long-term fundamentals and strategic prospects of the subsidiary companies continue to support valuations shown in the financial statements.
In the opinion of the directors there are no further significant judgements or areas of estimation uncertainty.
3
Employees
The company had no employees in the year other than the directors.
2025
2024
Number
Number
Total
0
0
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
14,039,629
17,361,629
LIBRA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
4
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 February 2024 & 31 January 2025
17,361,629
Impairment
At 1 February 2024
-
Impairment losses
3,322,000
At 31 January 2025
3,322,000
Carrying amount
At 31 January 2025
14,039,629
At 31 January 2024
17,361,629
5
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
5,345,040
4,587,550
Accruals and deferred income
20,000
6,875
5,365,040
4,594,425
6
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Loan notes
9,385,596
8,763,797
Bank loans and overdrafts
2,729,641
3,033,288
Deferred consideration
3,322,000
12,115,237
15,119,085
LIBRA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
6
Creditors: amounts falling due after more than one year
(Continued)
- 7 -
The company is party to cross guarantees given in respect of the bank loans and loan notes of group companies which are secured by a fixed and floating charge over certain assets of certain group companies. The amount of liability over which a cross guarantee was given in respect of bank loans at the year end was £2,729,641 (2024 - £3,033,288) and loan notes of £12,846,565 (2024 - £11,982,561)
The directors have assessed the maximum earnout payable at the reporting date and have impaired the financial liability in accordance with their expectation of the performance criteria being met.
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
9,385,596
8,763,797
7
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Dean Pullen FCCA
Statutory Auditor:
TC Group
Date of audit report:
30 July 2025
8
Related party transactions
The company has applied the exemptions available with Section 33.1A of FRS 102 not to disclose transactions with fellow wholly owned members of the group headed by Heligan Investments LLP.
The company has applied Section 1AC.35 of FRS 102 in respect of transactions with other related parties. The director has reviewed the transactions with related parties and concluded that there were none which were transacted outside of normal market conditions.
9
Events after the reporting date
On 27 June 2025 Libra Bidco Limited conditionally sold it's 100% shareholding in Landguard Nexus Limited and consequently it's 100% indirect holdings in Landguard Systems Limited and Landguard Systems Inc. Total consideration was £14m in cash and £6m in deferred consideration based on performance targets. At the date of transfer, the value of investments in subsidiaries sold was £14m resulting in a maximum potential gain on disposal in excess of £6m.