ACCOUNTS - Final Accounts preparation
ACCOUNTS - Final Accounts preparation
|
FOR THE PERIOD ENDED 24 NOVEMBER 2021
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
COMPANY INFORMATION
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 24 NOVEMBER 2021
The directors present their strategic report on the affairs of the company, together with the financial statements and independent auditor’s report, for the period ended 24 November 2021 presented in accordance with United Kingdom Accounting Standards.
The Wave Group (MIDCO) Limited is primarily an intermediate holding company within The Wave Group Limited group. The Wave Group Limited group comprises The Wave Group Limited and its wholly owned subsidiaries. The group’s principle activity is a provider of surf facilities in the Bristol area.
During the period, the global Covid pandemic continued to have an impact on The Wave Group Limited group with the first 4 months of trading being particularly affected. During December 2020, the UK was operating under a tiered system of Covid restrictions before a full lockdown was announced in January 2021. This resulted in the site being closed for the first 3 months of the year, reopening on 29th March 2021.
As the company is an intermediate holding company, analysis of the company’s performance using KPIs relating to operational performance are not considered relevant.
The parent company, The Wave Group Limited, saw a new financing deal complete in May 2022 which resulted in a cash injection to the group of £15,000,000. £7,500,000 of which was used to repay loan note balances held at the year end date. The remainder of the funds are to be utilised by the group to support growth plans.
Competition in the leisure and entertainments industry together with the influence of the weather and socio-economic environment on visitor numbers represents continuing risks for the company.
This report was approved by the board and signed on its behalf.
Page 1
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 24 NOVEMBER 2021
The directors present their report and the financial statements for the period ended 24 November 2021.
The loss for the period, after taxation, amounted to £841 (2020: loss £101).
The directors who served during the period were:
The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires a Strategic Report to be prepared. Where mandatory disclosures in the Directors' Report are considered by the directors to be of strategic importance these have been included within the Strategic Report rather than the Directors' Report. It has done so in respect of future prospects and financial risk management.
On 10 May 2022 the Group underwent an equity reorganisation which resulted in the issuing of 3,959,929 S Ordinary shares, 6,933,395 S1 shares and 902,783 S2 shares in The Wave Group Limited for total consideration of £15m. As a result of the transaction, £7.5m of the consideration has been used to repay loans owed to Jar Wave Ltd. The ultimate parent company is now Crest Holdco Limited.
The auditors, Bishop Fleming LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Page 2
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 24 NOVEMBER 2021
This report was approved by the board and signed on its behalf.
Page 3
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 24 NOVEMBER 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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.
Page 4
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE WAVE GROUP (MIDCO) LIMITED
We have audited the financial statements of The Wave Group (midco) Limited (the 'Company') for the period ended 24 November 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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.
Page 5
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE WAVE GROUP (MIDCO) 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.
Page 6
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE WAVE GROUP (MIDCO) 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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:
∙The nature of the industry and sector, control environment and business performance;
∙Results of our enquires of management and directors in relation to their own identification and assessment of the risks of irregularities within the Company; and
∙any matters we identified having 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 risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or noncompliance with laws and regulations.
As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest areas of risk to be in relation to management override. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.
We have also obtained an understanding of the legal and regulatory frameworks that the company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures within the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and UK tax legislation. In additions we considered provision of other laws and regulations that do not have a direct effect on the financial statements but compliance with may be fundamental for the Company’s ability to operate or avoid a material penalty. These included health and safety regulations, employment legislation and data protection laws.
Our audit procedures performed to respond to the risks identified included, but were not limited to:
∙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;
∙Challenging assumptions and judgments made by management in their significant accounting estimates;
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
∙Identifying and testing journal entries, evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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.
Page 7
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE WAVE GROUP (MIDCO) LIMITED (CONTINUED)
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.
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
Page 8
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 24 NOVEMBER 2021
Page 9
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
REGISTERED NUMBER:11189906
STATEMENT OF FINANCIAL POSITION
AS AT 24 NOVEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 19 form part of these financial statements.
Page 10
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 24 NOVEMBER 2021
Page 11
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2021
The Wave Group (Midco) Limited is a private company registered in England and Wales under the Companies Act. It is a company limited by shares. The address of the registered office is One, Glass Wharf, Bristol, United Kingdom, BS2 0ZX. The registered number is 11189906.
2.ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 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 in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of The Wave Group Limited as at 24 November 2021 and these financial statements may be obtained from Crown Way, Cardiff, CF14 3UZ.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual and not about its group.
Page 12
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2021
2.ACCOUNTING POLICIES (continued)
The financial statements have been prepared on a going concern basis.
The directors of the company continue to assess the impact of COVID 19. The situation appears to have settled through the successful roll out the Covid-19 vaccination and booster programme, with vaccines proving reliable against subsequent Covid-19 variants.. The directors are continually reviewing their plans and forecasts and believe that the going concern basis is appropriate. The directors will respond should the severity and length of the crisis change. The company has prepared detailed cash flow, profit and loss and balance sheet forecasts for the business looking at all aspects of revenue and costs following a very detailed operational review prior to opening to the general public. These forecasts are based on detailed assumptions that have been tested against normal commercial parameters with the most up to date knowledge. In addition, the company has run a series of scenarios to test the robustness of the business plan and to set out the potential worst case scenarios. On this basis, in the opinion of the directors the going concern basis of accounting is appropriate.
Page 13
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2021
2.ACCOUNTING POLICIES (continued)
Recoverability of intercompany debt The directors consider all amounts due from group undertakings to be recoverable. This is on the basis that, despite that the group this entity is a part of is loss making, it is considered a going concern upon review of future forecasts for the Group undertakings.
Page 14
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2021
Page 15
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2021
In the March 2021 Budget statement it was announced that the main rate of corporation tax would increase to 25% from 1 April 2023. Deferred taxes as at the balance sheet date have been measured using this enacted tax rate and reflected in the financial statements.
Page 16
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2021
Page 17
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2021
Capital redemption reserve
Profit and loss account
Page 18
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 24 NOVEMBER 2021
The ultimate parent entity during the period was Jar Wave Ltd, a company registered in England and Wales. The registered office of Jar Wave Ltd is 50 Jermyn Street, London, SW1Y 6LX. The immediate parent entity is The Wave Group Limited, a company registered in England and Wales. The registered office adress of The Wave Group Limited is One Glass Wharf, Bristol, BS2 0ZX. This is also the smallest and largest Group in which results of the company are consolidated, copies of the Group financial statement of The Wave Group Limited are available from the Crown Way, Cardiff, CF14 3UZ.
The Controlling Party during the period was Francis Menassa by virtue of his majority shareholding in the Jar Wave Limited.
Following the equity reorganisation the immediate parent company is Crest Bidco Limited. The ultimate parent company is Crest Holdco Limited. The registered office of Crest Holdco Limited is 110 Wigmore Street, London, W1U 3RW.
Page 19
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||