FOR THE PERIOD 8 JANUARY 2021 TO 31 DECEMBER 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
COMPANY INFORMATION
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
CONTENTS
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD 8 JANUARY 2021 TO 31 DECEMBER 2021
The Directors present their strategic report for the period from incorporation on 8 January 2021 to 31 December 2021.
Carmel Bidco is a wholly owned subsidiary of Western Global Group Limited. On 22 January 2021 Western Global Group Limited acquired, 100% of the issued shares of capital of Western Global Holdings limited via three intermediate companies (Carmel Midco 1 Limited, Western Global Solutions limited and Carmel Bidco Limited.
The principal activity of Carmel Bidco Limited is to act as a holding company for other entities in the Western Global Group.
Western Global is the leading provider of environmentally secure, transportable, self contained tanks and dispensing equipment for the safe storage and handling of fuels, lubricants and other liquids. The group has in house design, engineering and regulatory teams with the engineering capability to develop standardised products for global markets. Western Global has sales and operating facilities in Europe and North America, with an established network of global distribution partners in other countries.
Western Global supplies products to customers across several sectors including power generation, equipment rental, fuel distribution, government & military, online retailers and resources (mining / oil & gas). The Company received income from other group companies arising from provision of management services. The Company did not generate any third party revenue.
As a management service provider and holding company the Directors do not believe that the company has any key performance indicators.
The company operates an intermediate holding company within the Western Global Group of companies. All its material transactions are with fellow group undertakings.
The risks and uncertainties facing the company are linked to those of the group and are included in the group accounts of Western Global Group Limited.
This report was approved by the board on 27 September 2022
and signed on its behalf.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The directors present their report and the financial statements for the period ended 31 December 2021.
The company is registered in England and is a private company limited by shares. The registered office is address for the company is Western Global House, Yate, BS37 7LD.
The loss for the period, after taxation, amounted to £
8,642,401.
The directors who served during the period were:
After the year end, in January 2022, the group re-financed and entered into additional borrowings totaling £30,000,000 with their bank, at the same time repaying £28,900,000 of loan notes, including those issued to MML Capital Europe VII S.A.R.L.
This report was approved by the board and signed on its behalf.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD 8 JANUARY 2021 TO 31 DECEMBER 2021
The directors are responsible for preparing the Strategic Report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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:
∙
select suitable accounting policies and then apply them consistently;
∙
make judgments and accounting estimates that are reasonable and prudent;
∙
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙
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 to 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.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARMEL BIDCO LIMITED
We have audited the financial statements of Carmel Bidco Limited (the 'Company') for the period ended 31 December 2021, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity
and the related notes, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
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 financial statements are 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARMEL BIDCO LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙
the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the 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 or the Directors' Report.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARMEL BIDCO LIMITED (CONTINUED)
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 Auditors' 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.
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:
Identifying and assessing potential risks related to irregularities The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:
∙
We have considered the nature of the industry and sector, control environment and business performance including the design of the Company’s bonuses.
∙
We have considered the results of our enquiries of management, including the Chief Financial Officer, about their own identification and assessment of the risk of irregularities.
∙
For any matters identified we have obtained and reviewed the Company’s documentation of their policies and procedures relating to:
°
Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°
Detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and,
°
The internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.
∙
We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, and management override was identified as the greatest potential area for fraud.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation. In addition, we considered provisions of other laws and regulations 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. These included: • Data protection; • Health and safety; • Employment legislation; • Anti-bribery and corruption; • Quality management systems ISO 9001, 14001, 45001. Audit response to risks identified |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARMEL BIDCO LIMITED (CONTINUED)
We identified recognition of revenue as a key audit matter related to the potential risk of fraud, our procedures to respond to risks identified included the following:
∙
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙
Enquiring of management concerning actual and potential litigation claims;
∙
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud; and
∙
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation. 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 an 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 would become aware of it.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
. This description forms part of our Auditors' Report.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARMEL BIDCO LIMITED (CONTINUED)
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 Auditors' 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
Chartered Accountants
Statutory Auditors
10 Temple Back
BS1 6FL
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD 8 JANUARY 2021 TO 31 DECEMBER 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
REGISTERED NUMBER:
13121399
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on form part of these financial statements.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 8 JANUARY 2021 TO
31 DECEMBER 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Carmel Bidco Limited is a limited liability company incorporated in the United Kingdom. The registered office is Western House, Broad Lane, Yate, Bristol, BS37 7LD.
2.
ACCOUNTING POLICIES
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
∙
the requirements of IFRS 7 Financial Instruments: Disclosures
∙
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙
the requirements of IAS 7 Statement of Cash Flows
∙
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Western Global Group Limited as at 31 December 2021 and these financial statements may be obtained from Companies House.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
ACCOUNTING POLICIES (continued)
The financial statements have been prepared on a going concern basis which assumes that the group will continue in existence for the foreseeable future. The Directors have assessed the ability of the group headed by Western Global Group Limited (the Group) and the Company to continue as a going concern and believe that the preparation of these financial statements on a going concern basis is still appropriate.
The Group’s result for the period is a net loss of £8,660k, primarily as a result of finance charges associated with shareholder debt, which is not due for repayment for more than 5 years from the balance sheet date. The Group has achieved adjusted earnings before interest, tax, depreciation, amortisation (EBITDA) and exceptional items of £14,025k and generated a positive operating cash flow of £5,987k. The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group can operate within the level of its current financing, taking into consideration the refinancing that took place after the reporting date. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
ACCOUNTING POLICIES (continued)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
ACCOUNTING POLICIES (continued)
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
Impairment of financial assets
Financial liabilities
Fair value through profit or loss
At amortised cost
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
The only factor expected to impact future tax charges is the increase in corporation tax rates announced in the March 2021 budget.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
609,976 Ordinary shares of £0.01 each were allotted in the period.
The shares have attached to them full voting, dividend, and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
Share premium account
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CARMEL BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
The assets of the company are covered by a debenture and cross-guarantee in relation to bank loans entered into by group undertakings in favour of HSBC Corporate Trustee Company (UK) Limited as security agent.
The assets of the company are covered by a debenture and cross-guarantee in relation to other loans entered into by group undertakings in favour of MML UK Advisor LLP as security agent.
The immediate parent company is Western Global Solutions Limited, a company incorporated in the United Kingdom and registered in England in Wales.
The company that prepares the smallest consolidated financial statements that include the results and balances of Carmel Bidco Limited is Western Global Solutions Limited. The consolidated financial statements are available to the public and may be obtained from Western House, Broad Lane, Yate, Bristol, BS37 7LD. The ultimate parent company is Western Global Group Limited, a company incorporated in the United Kingdom and registered in England and Wales. Western Global Group Limited prepares the largest consolidated financial statements that include the results and balances of Western Global Holdings Limited. The consolidated financial statements are available to the public and may be obtained from Western House, Broad Lane, Yate, Bristol, BS37 7LD. The majority of Western Global Group Limited's share capital is owned by MML Capital Europe VII Equity III S.A.; a private equity fund based in Luxembourg. There is no ultimate controlling party. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|