Company Registration No. 12417268 (England and Wales)
CARE MIDCO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CARE MIDCO 2 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
€
€
Non-current assets
Investments
4
85,025,488
85,025,488
Net current assets
-
-
Net assets
85,025,488
85,025,488
Equity
Called up share capital
7
850,255
850,255
Share premium account
8
84,175,233
84,175,233
Total equity
85,025,488
85,025,488
For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
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.
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 income statement within the financial statements.
The financial statements were approved by the board of directors and authorised for issue on 30 May 2025 and are signed on its behalf by:
Mr D Jordan
Director
Company registration number 12417268 (England and Wales)
CARE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
Care Midco 2 Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, Capital Tower, 91 Waterloo Road, London, SE1 8RT. The company's principal activity and nature of its operations is disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in euros (€), 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. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Care Midco 2 Limited is a wholly owned subsidiary of Care Midco 1 Limited and the results of Care Midco 2 Limited are included in the consolidated financial statements of Credit Services Holdings Limited which are available from 6th Floor, Capital Tower, 91 Waterloo Road, London, SE1 8RT.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.
1.3
Non-current investments
Interests in subsidiaries 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 statement of comprehensive income.
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.
1.4
Cash and cash equivalents
Cash and cash equivalents 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 assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in statement of comprehensive income. Financial assets not classified as fair value through statement of comprehensive income are initially measured at cost plus transaction costs.
CARE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
Impairment of financial assets
Financial assets carried at amortised cost and fair value through statement of comprehensive income are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
1.6
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in statement of comprehensive income.
2
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions made around the carrying value of the Company’s investment in subsidiaries have a significant risk of causing a material adjustment. They are initially measured at cost and subsequently impaired. Directors assess any potential impairment charge annually, or more frequently if events or changes in circumstances indicate that the asset’s carrying amounts exceeds its recoverable amount. The recoverable amount is the higher of the an asset’s fair value less cost of disposal and value in use.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was 2 (2023: 2).
4
Investments
Current
Non-current
2024
2023
2024
2023
€
€
€
€
Investments in subsidiaries
85,025,488
85,025,488
CARE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Care DK BidCo ApS
Brøndby, Denmark
Ordinary
100
-
Inga Acquisition ApS
Brøndby, Denmark
Ordinary
-
100
Collectia A/S
Brøndby, Denmark
Ordinary
-
100
Inga Finans ApS
Brøndby, Denmark
Ordinary
-
100
Collectia AB
Stockholm, Sweden
Ordinary
-
100
Svenska Fakturaköb AB
Stockholm, Sweden
Ordinary
-
100
Collectia Sverige AB
Malmø, Sweden
Ordinary
-
100
Collectia GmbH
Deggendorf, Germany
Ordinary
-
100
PNO GmbH
Deggendorf, Germany
Ordinary
-
100
DR. DUVE Inkasso GmbH
Hanover, Germany
Ordinary
-
100
Adressa GmbH
Hanover, Germany
Ordinary
-
100
Collectia Norge AS
Kristiansund, Norway
Ordinary
-
100
Collectia AS
Tønsberg, Norway
Ordinary
-
100
Equity Kapital AS
Tønsberg, Norway
Ordinary
-
100
Collectia OY
Helsingfors, Finland
Ordinary
-
100
6
Market risk
Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
The direct subsidiary Care DK Bidco ApS trades in Danish Krone (DKK), Swedish Krone (SEK) and Norwegian Krone (NOK), therefore fluctuations in exchange rates against the Euro could impact the performance and thus the carrying value of the investments held.
The subsidiary entity and wider group maintain operations in Denmark, Germany, Norway, Finland and Sweden where all operations are carried out in local currencies. The majority of the wider group’s cash flow are in DKK and EUR. DKK is tied to the Euro through an official monetary collaboration which fixes the DKK to the Euro and as such only small changes in the conversion rate occurs. Given this, no significant impacts are to be expected to the performance of the investment due to foreign exchange.
CARE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
7
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary shares of €0.01 each
85,025,488
85,025,488
850,255
850,255
Ordinary shares carry one vote each and rights to receive dividends and capital distributions.
8
Share premium account
2024
2023
€
€
At the beginning of the year
84,175,233
79,225,233
Issue of new shares
-
4,950,000
At the end of the year
84,175,233
84,175,233
9
Contingent liabilities
At 31 December 2024 there is an English debenture granted by Care Midco 1 Limited, Care Midco 2 Limited, Care DK Bidco ApS over all their assets and undertaking.
At 31 December 2024 there is a Danish share pledge agreement granted by Care Midco 2 Limited over its shares in Care DK Bidco ApS.
10
Controlling party
The company is a wholly owned subsidiary of Care Midco 1 Limited, a company registered in England and Wales.
Throughout the year, the ultimate controlling party was Silverfleet Capital Partners LLP.