Registration number:
Salboy Midco Limited
for the Year Ended 31 March 2025
Salboy Midco 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 and Statement of Retained Earnings |
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Balance Sheet |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Salboy Midco Limited
Company Information
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Directors |
Mr S A Ismail Ms J E Ismail |
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Registered office |
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Auditors |
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Salboy Midco Limited
Strategic Report for the Year Ended 31 March 2025
The directors present their strategic report for the year ended 31 March 2025.
Principal activity
The principal activity of the company is holding investments.
Fair review of the business
The results as shown on page 10 shows that although the company has seen a growth in turnover of 30.95% from £11,485,870 to £15,040,829, gross profit margin has decreased from 7.45% in 2024 to 2.89% in 2025. A decrease in overheads has seen the profit before tax increase from £244,941 to £341,221.
As with other businesses, the company has seen increased costs over the past twelve months. The directors are continually reviewing and monitoring the products and services it acquires to ensure that the company is getting value for money.
The company's key financial and other performance indicators during the year were as follows:
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Financial KPIs |
Unit |
2025 |
2024 |
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Gross profit margin |
% |
2.89 |
7.45 |
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Current ratio |
1 |
1.01 |
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Loans to group undertakings |
£ |
206,169,858 |
157,809,387 |
Principal risks and uncertainties
The directors have identified the key risks faced by the company to be financial risk and credit risk.
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
The company's policy throughout the year has been to maintain liquid funds at the bank to fund the repayment of other borrowings.
The principal credit risk arises from the company's debtors.
In order to manage credit risk, the directors review the subsidiary companies investment opportunities thoroughly including additional stress testing to ensure thy will be profitable and generate sufficient cash to repay the debt before approving the loans.
Salboy Midco Limited
Strategic Report for the Year Ended 31 March 2025
Future developments
Looking to the future, the directors want to maintain appropriate investment levels in the company to ensure continued growth as well as maintaining and securing the company's position in the market.
Approved and authorised by the
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Salboy Midco Limited
Directors' Report for the Year Ended 31 March 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
Directors of the company
The directors who held office during the year were as follows:
Information included in the Strategic Report
The company has chosen in accordance with section 414(c) of The Companies Act 2006 (Strategic and Directors Report) Regulations 2013 to set out in the Company’s Strategic Report information required by Section 7 of The Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008.
Future developments and principal risks and uncertainties are disclosed in the Strategic Report.
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.
Approved and authorised by the
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Salboy Midco Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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.
Salboy Midco Limited
Independent Auditor's Report to the Members of Salboy Midco Limited
Opinion
We have audited the financial statements of Salboy Midco Limited (the 'company') for the year ended 31 March 2025, which comprise the Profit and Loss Account and Statement of Retained Earnings, Balance Sheet, Statement of Cash Flows, 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 profit for the year 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 director's 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.
Salboy Midco Limited
Independent Auditor's Report to the Members of Salboy Midco Limited
We have nothing to report in this regard.
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 year 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 5], 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 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:
Salboy Midco Limited
Independent Auditor's Report to the Members of Salboy Midco Limited
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 and 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. These included UK Companies Act, tax legislation, pension legislation; and
• 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. These included GDPR, employment law, health and safety and building regulations.
We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. 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 making accounting estimated 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:
• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations describes as having a direct effect on the financial statement;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• enquiring of management and in-house / external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
• reading minutes of meetings of those charged with governance.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
Salboy Midco Limited
Independent Auditor's Report to the Members of Salboy Midco Limited
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
Crewe
Cheshire
CW1 6EA
Salboy Midco Limited
Profit and Loss Account and Statement of Retained Earnings for the Year Ended 31 March 2025
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Note |
2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating profit |
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Interest payable and similar charges |
( |
( |
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(65,331) |
(126,903) |
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Profit before tax |
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Taxation |
( |
( |
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Profit for the financial year |
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Retained earnings brought forward |
172,877 |
(10,829) |
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Retained earnings carried forward |
428,793 |
172,877 |
Salboy Midco Limited
(Registration number: 14525541)
Balance Sheet as at 31 March 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors (including £nil (2024: £4,042,388) due after one year) |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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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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Retained earnings |
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Shareholders' funds |
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Approved and authorised by the
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Salboy Midco Limited
Statement of Cash Flows for the Year Ended 31 March 2025
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Note |
2025 |
2024 |
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Cash flows from operating activities |
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Profit for the year |
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Adjustments to cash flows from non-cash items |
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Finance costs |
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Corporation tax expense |
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Working capital adjustments |
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Increase in debtors |
( |
( |
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Increase in creditors |
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Cash generated from operations |
( |
( |
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Corporation taxes paid |
( |
( |
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Net cash flow from operating activities |
( |
( |
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Cash flows from financing activities |
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Interest paid |
( |
( |
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Proceeds from other borrowing draw downs |
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Net cash flows from financing activities |
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Net increase/(decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents at 1 April |
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Cash and cash equivalents at 31 March |
3,619,043 |
428,475 |
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Salboy Midco Limited
Notes to the Financial Statements for the Year Ended 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:
England
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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 that as disclosed in the accounting policies certain items are shown at fair value.
These financial statements are prepared in Sterling, which is the functional currency of the company. All monetary amounts are rounded to the nearest £.
Group accounts not prepared
Copies of the consolidated financial statements are available on request from Unit 2 Block C, 14 Hulme Street, Salford, Greater Manchester, England, M5 4ZG.
Salboy Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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 where revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when;
The amount of revenue can be reliably measured
It is probable that future economic benefits will flow to the entity;
And specific criteria have been met for each of the company’s activities.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change
attributable to an item of income or expense recognised as other comprehensive income is also recognised
directly in other comprehensive income.
The current 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 taxable income.
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.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Salboy Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. 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 receivables.
Trade creditors
Trade creditors are obligations to pay for goods or 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 subsequently measured at amortised cost using the effective interest method.
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.
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Turnover |
The analysis of the company's revenue for the year from continuing operations is as follows:
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2025 |
2024 |
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Interest received |
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Salboy Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Interest payable and similar expenses |
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2025 |
2024 |
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Interest expense on other finance liabilities |
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Staff costs |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
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2025 |
2024 |
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Management |
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Auditors' remuneration |
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2025 |
2024 |
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Audit of the financial statements |
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Taxation |
Tax charged/(credited) in the profit and loss account
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2025 |
2024 |
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Current taxation |
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UK corporation tax |
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The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
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2025 |
2024 |
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Profit before tax |
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Corporation tax at standard rate |
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Total tax charge |
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Salboy Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Investments |
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2025 |
2024 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 April 2024 |
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Provision |
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Carrying amount |
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At 31 March 2025 |
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At 31 March 2024 |
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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 |
2024 |
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Subsidiary undertakings |
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Unit 2 Block C
England and Wales |
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Unit 2 Block C
England and Wales |
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Subsidiary undertakings |
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Salboy BP Limited The principal activity of Salboy BP Limited is |
Salboy Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Salboy Partnerships Limited The principal activity of Salboy Partnerships Limited is |
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Debtors |
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2025 |
2024 |
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Owed by group undertakings |
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Prepayments |
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Details of non-current trade and other debtors
£nil (2024 - £4,042,388) of owed by group undertakings is classified as non current.
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Creditors |
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Note |
2025 |
2024 |
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Due within one year |
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Loans and borrowings |
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Trade creditors |
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Owed to group undertakings |
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Accruals |
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Due after one year |
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Owed to group undertakings |
- |
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Loans and borrowings |
Current loans and borrowings
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2025 |
2024 |
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Other borrowings |
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Included in Loans and borrowings is £133,906,905 (2024 - £104,233,993) secured by a first legal charge created by CBRE Loan Services Limited on 2 February 2023 which had a supplemental update on the 4 February 2025. The legal mortgage created a fixed and floating charge over any freehold or leasehold property of the company as well as a floating charge over all the property or undertakings of the company.
Salboy Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Parent and ultimate parent undertaking |
The parent and ultimate parent company is Salboy Limited, a company incorporated in England and Wales, company number 09123542, registered office Unit 2 Block C, 14 Hulme Street, Salford, Greater Manchester, England, M5 4ZG.
These financial statements are consolidated within the group financial statements of Salboy Limited. Copies of the consolidated financial statements are available on request from Unit 2 Block C, 14 Hulme Street,
Salford, Greater Manchester, England, M5 4ZG.
The shareholders of Salboy Limited are considered to be the controlling party.
The company has taken advantage of the exemption from disclosure of intra group transactions in accordance with FRS102 paragraph 33.1A.
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Analysis of changes in net debt |
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At 1 April 2024 |
Financing cash flows |
At 31 March 2025 |
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Cash and cash equivalents |
|||
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Cash |
428,475 |
3,190,568 |
3,619,043 |
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Borrowings |
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Short term borrowings |
104,233,993 |
29,672,912 |
133,906,905 |
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