Registration number:
for the
Period from 7 June 2024 to 31 March 2025
Acorns (Southern) Bidco Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Acorns (Southern) Bidco Limited
Company Information
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Directors |
A S Barnwell P Callander H G A Foster A M A Leek C M Palmer F K Stuart M O'Malley |
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Registered office |
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Auditors |
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Acorns (Southern) Bidco Limited
Strategic Report for the Period from 7 June 2024 to 31 March 2025
The directors present their strategic report for the period from 7 June 2024 to 31 March 2025.
Principal activity
The principal activity of the company is as a holding company.
Fair review of the business
The results for the year which are set out in the profit and loss account show an operating loss of £61,396. At 31 March 2025, the company had net assets of £4,640,814. The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Future developments and principal risks and uncertainties are all disclosed in the group financial statements of Ignite (Acorns) Limited as the ultimate parent company.
Approved by the
Director
Acorns (Southern) Bidco Limited
Directors' Report for the Period from 7 June 2024 to 31 March 2025
The directors present their report and the financial statements for the period from 7 June 2024 to 31 March 2025.
Incorporation
The company was incorporated on
Directors of the company
The directors who held office during the period were as follows:
The following director was appointed after the period end:
Financial instruments
Objectives and policies
The board constantly monitors the company's trading results and revise projections as appropriate to ensure that the company can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The company is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The company's bank loans are subject to price and liquidity risk as disclosed in note 11 to the financial statements.
Going concern
The company has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the company to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Appointment of auditors
Hazlewoods LLP were appointed as auditors to the company during the period and have expressed their willingness to continue in office.
Approved by the
Director
Acorns (Southern) Bidco Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Strategic Report, 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 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
Acorns (Southern) Bidco Limited
Independent Auditor's Report to the Members of Acorns (Southern) Bidco Limited
Opinion
We have audited the financial statements of Acorns (Southern) Bidco Limited (the 'company') for the period from 7 June 2024 to 31 March 2025, which comprise the Profit and Loss Account, Balance Sheet, 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 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 March 2025 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 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Acorns (Southern) Bidco Limited
Independent Auditor's Report to the Members of Acorns (Southern) Bidco Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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 4, 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 either intend 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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
Acorns (Southern) Bidco Limited
Independent Auditor's Report to the Members of Acorns (Southern) Bidco Limited
In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
Acorns (Southern) Bidco Limited
Profit and Loss Account for the Period from 7 June 2024 to 31 March 2025
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Note |
7 June 2024 to 31 March 2025 |
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Turnover |
- |
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Administrative expenses |
( |
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Operating loss |
( |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
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Loss before tax |
( |
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Tax on loss |
- |
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Loss for the financial period |
( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the period other than the results above.
Acorns (Southern) Bidco Limited
(Registration number: 15768370)
Balance Sheet as at 31 March 2025
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Note |
31 March 2025 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Creditors: Amounts falling due within one year |
( |
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Net current liabilities |
( |
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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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Net assets |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
( |
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Shareholders' funds |
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Approved and authorised by the
Director
Acorns (Southern) Bidco Limited
Statement of Changes in Equity for the Period from 7 June 2024 to 31 March 2025
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Share capital |
Profit and loss account |
Total |
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Loss for the period |
- |
( |
( |
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New share capital subscribed |
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- |
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At 31 March 2025 |
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( |
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Acorns (Southern) Bidco Limited
Notes to the Financial Statements for the Period from 7 June 2024 to 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.
Name of parent of group
These financial statements are consolidated in the financial statements of Ignite (Acorns) Limited.
The financial statements of Ignite (Acorns) Limited may be obtained from Companies House.
Exemption from preparing group accounts
The financial statements contain information about Acorns (Southern) Bidco 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 requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent undertaking, Ignite (Acorns) Limited.
Disclosure of long or short period
Going concern
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Acorns (Southern) Bidco Limited
Notes to the Financial Statements for the Period from 7 June 2024 to 31 March 2025
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors
Trade creditors are obligations to pay for services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Acorns (Southern) Bidco Limited
Notes to the Financial Statements for the Period from 7 June 2024 to 31 March 2025
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
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Other interest receivable and similar income |
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7 June 2024 to 31 March 2025 |
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Other finance income |
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Acorns (Southern) Bidco Limited
Notes to the Financial Statements for the Period from 7 June 2024 to 31 March 2025
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Interest payable and similar expenses |
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7 June 2024 to 31 March 2025 |
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Interest on bank borrowings |
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Interest expense on other finance liabilities |
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Finance costs adjacent to interest |
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Staff costs |
The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:
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7 June 2024 to 31 March 2025 |
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Directors |
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Auditors' remuneration |
Auditors' remuneration has been borne by a connected company.
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Taxation |
The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK of
The differences are reconciled below:
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2025 |
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Loss before tax |
( |
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Corporation tax at standard rate |
( |
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Effect of expense not deductible in determining taxable profit (tax loss) |
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Tax increase arising from group relief |
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Total tax charge/(credit) |
- |
Acorns (Southern) Bidco Limited
Notes to the Financial Statements for the Period from 7 June 2024 to 31 March 2025
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Investments |
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31 March 2025 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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Additions and at 31 March 2025 |
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Carrying amount |
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At 31 March 2025 |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2025 |
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Subsidiary undertakings |
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England and Wales |
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England and Wales |
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Subsidiary undertakings |
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Acorns (Southern) Limited The principal activity of Acorns (Southern) Limited is |
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Acorns (Southern) Propco Limited The principal activity of Acorns (Southern) Propco Limited is |
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Debtors |
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2025 |
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Amounts owed by group undertakings |
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Prepayments |
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Creditors |
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Note |
2025 |
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Due within one year |
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Amounts due to group undertakings |
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Due after one year |
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Loans and borrowings |
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Acorns (Southern) Bidco Limited
Notes to the Financial Statements for the Period from 7 June 2024 to 31 March 2025
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Loans and borrowings |
Non-current loans and borrowings
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2025 |
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Bank borrowings |
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The bank loan commenced on 29 October 2024 with a final repayment date of 29 October 2029. The rate of interest is 4.85% margin plus the higher of the reference rate and 0.25%. The bank loan is shown net of debt costs of £272,183. The gross amount outstanding as at 31 March 2025 is £6,500,000.
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Share capital |
Allotted, called up and fully paid shares
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31 March 2025 |
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No. |
£ |
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5,120,666 |
1 Ordinary share of £1 was allotted upon incorporation. On 29 October 2024, the Ordinary share of £1 was sub-divided into 10 Ordinary shares of 10p each.
New shares allotted
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During the period, 51,206,654 Ordinary shares having an aggregate nominal value of £5,120,665 were allotted for an aggregate consideration of £5,120,665. These shares were allotted on 29 October 2024. |
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Parent and ultimate parent undertaking |
The company's immediate parent undertaking is
The ultimate parent undertaking is
The most senior parent entity producing publicly available financial statements is
Up until 12 May 2025, the ultimate controlling party was
Since 12 May 2025, the ultimate controlling party is Harpa Capital Partners II.