Orwell Vets Limited - Period Ending 2021-09-30

Orwell Vets Limited

Contents

Company Information	1
Balance Sheet	2
Notes to the Financial Statements	3 to 9

Orwell Vets Limited

Company Information

Directors

D L Chapman M A Gillings

Registered office

The Chocolate Factory Keynsham Bristol BS31 2AU

Bankers

HSBC Bank PLC Second Floor HSBC Building Mitchell Way Southampton SO18 2XU

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Orwell Vets Limited

(Registration number: 04770413)
Balance Sheet as at 30 September 2021

	Note	30 September 2021  £	30 September 2020  £
Fixed assets
Intangible assets	4	-	33,333
Tangible assets	5	47,422	33,062
		47,422	66,395
Current assets
Stocks	6	39,196	40,336
Debtors: Amounts falling due within one year	7	2,335,694	1,797,444
Debtors: Amounts falling due after more than one year	7	85,035	85,035
Cash at bank and in hand		172,334	65,747
		2,632,259	1,988,562
Creditors: Amounts falling due within one year	8	(279,942)	(246,427)
Net current assets		2,352,317	1,742,135
Net assets		2,399,739	1,808,530
Capital and reserves
Called up share capital		2	2
Profit and loss account		2,399,737	1,808,528
Total equity		2,399,739	1,808,530

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 25 January 2022 and signed on its behalf by:
 

D L Chapman
Director

Orwell Vets Limited

Notes to the Financial Statements for the Year Ended 30 September 2021

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
The Chocolate Factory
Keynsham
Bristol
BS31 2AU

2

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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK 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.

Name of parent of group

These financial statements are consolidated in the financial statements of IVC Acquisition Midco Ltd.

The financial statements of IVC Acquisition Midco Ltd may be obtained from Companies House.

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.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and 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 and after eliminating sales within the company. 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.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Orwell Vets Limited

Notes to the Financial Statements for the Year Ended 30 September 2021

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge 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.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Fixtures and surgery equipment	Straight line over 5 years
Motor vehicles	Straight line over 5 years
Office equipment	Straight line over 3 years

During the year, the directors reviewed the useful economic lives for motor vehicles and consequently increased this from 4 years to 5 years. This change in estimate has resulted in a decrease in the depreciation charge for the year of £759.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class	Amortisation method and rate
Goodwill	Straight line over 5 years

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.

Orwell Vets Limited

Notes to the Financial Statements for the Year Ended 30 September 2021

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. 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.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

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 all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Orwell Vets Limited

Notes to the Financial Statements for the Year Ended 30 September 2021

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial instruments (continued)

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

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.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was as follows:

Orwell Vets Limited

Notes to the Financial Statements for the Year Ended 30 September 2021

	Year ended 30 September 2021  No.	Year ended 30 September 2020  No.
Average number of employees	39	42

4

Intangible assets

	Goodwill  £
Cost
At 1 October 2020 and at 30 September 2021	200,000
Amortisation
At 1 October 2020	166,667
Amortisation charge	33,333
At 30 September 2021	200,000
Carrying amount
At 30 September 2021	-
At 30 September 2020	33,333

Orwell Vets Limited

Notes to the Financial Statements for the Year Ended 30 September 2021

5

Tangible assets

	Fixtures and surgery equipment  £	Motor vehicles  £	Office equipment  £	Total £
Cost
At 1 October 2020	160,147	10,570	48,372	219,089
Additions	26,913	-	1,114	28,027
At 30 September 2021	187,060	10,570	49,486	247,116
Depreciation
At 1 October 2020	133,079	5,612	47,336	186,027
Charge for the year	11,871	991	805	13,667
At 30 September 2021	144,950	6,603	48,141	199,694
Carrying amount
At 30 September 2021	42,110	3,967	1,345	47,422
At 30 September 2020	27,068	4,958	1,036	33,062

6

Stocks

	30 September 2021  £	30 September 2020  £
Finished goods and consumables	39,196	40,336

7

Debtors

	30 September 2021  £	30 September 2020  £
Trade debtors	49,302	72,313
Other debtors	25,056	30,986
Prepayments	41,720	40,550
Deferred tax assets	3,642	1,050
Amounts owed by group undertakings	2,301,009	1,737,580
	2,420,729	1,882,479
Less non-current portion	(85,035)	(85,035)
Total current trade and other debtors	2,335,694	1,797,444

Details of non-current trade and other debtors

£85,035 (2020 - £85,035) of amounts owed to group undertakings is classified as non-current.

Orwell Vets Limited

Notes to the Financial Statements for the Year Ended 30 September 2021

8

Creditors

	30 September 2021  £	30 September 2020  £
Due within one year
Trade creditors	148,401	102,738
Social security and other taxes	70,230	63,390
Outstanding defined contribution pension costs	5,965	5,584
Other creditors	16,411	2,577
Accrued expenses	28,935	62,138
Corporation tax liability	10,000	10,000
	279,942	246,427

9

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £30,711 (2020 - £30,994).

Contributions totalling £5,965 (2020 - £5,584) were payable to the scheme at the end of the year and are included in creditors.

10

Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £1,274,984 (2020 - £1,404,382).

The company is bound by an intra-group cross guarantee in respect of bank debt with other members of the group headed by its ultimate UK parent undertaking, IVC Acquisition Limited. The amount guaranteed at 30 September 2021 is £2,052,665,134 (2020 - £1,393,824,348) and is secured by a debenture over the assets and undertakings of certain companies in the group.

11

Parent and ultimate parent undertaking

The company's immediate parent undertaking is Independent Vetcare Limited, incorporated in England and Wales.

Up to 25 May 2021, the ultimate parent undertaking was IVC New TopHolding S.A., a company incorporated in Luxembourg.

Since 25 May 2021, the ultimate parent undertaking is Islay New Group Holding SA, a company registered in Luxembourg.

12

Disclosure under Section 444(5B) CA 2006 relating to the independent auditor's report

As permitted by Section 444 CA 2006, these accounts do not contain a copy of the company’s Profit and Loss account or a copy of the Directors’ Report. Accordingly, the Independent Auditors’ Report has also been omitted.

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 25 January 2022 was Simon Worsley, who signed for and on behalf of Hazlewoods LLP.