SW Communications Group Holdings Ltd - Limited company accounts 20.1

REGISTERED NUMBER: 05638837 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

1 JANUARY 2021 TO 30 NOVEMBER 2021

FOR

SOUTH WEST COMMUNICATIONS GROUP HOLDINGS

LIMITED

Page

Company Information

1

Report of the Directors

2

Income Statement

4

Balance Sheet

5

Notes to the Financial Statements

7

DIRECTORS:

C M F Dashwood

J J E Fletcher

Ms S Flowers

R Gilbert

C D Goodman

B Lodge

REGISTERED OFFICE:

Focus House

Ham Road

Shoreham-By-Sea

BN43 6PA

REGISTERED NUMBER:

05638837 (England and Wales)

ACCOUNTANTS:

Watson Associates

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

The directors present their report with the financial statements of the company for the period 1 January 2021 to 30 November 2021.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of being a parent to its subsidiary interests and property rental.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2021 to the date of this report.

C M F Dashwood

Ms S Flowers

B Lodge

Other changes in directors holding office are as follows:

J J E Fletcher - appointed 9 February 2021

R Gilbert - appointed 9 February 2021

C D Goodman - appointed 9 February 2021

A G E Rowe - resigned 9 February 2021

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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), 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 and then apply them consistently;

-	make judgements 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 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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

J J E Fletcher - Director

1 September 2022

TURNOVER

-

-

Administrative expenses

(16,692

)

(340,722

)

(16,692

)

(340,722

)

Other operating income

9,875

135,000

OPERATING LOSS

5

(6,817

)

(205,722

)

Exceptional items

6

(879

)

-

Profit on sale of fixed assets

6

1,711,202

-

Profit/loss on sale of invest

6

(766,894

)

-

936,612

(205,722

)

Interest payable and similar expenses

4,126

(85,439

)

PROFIT/(LOSS) BEFORE TAXATION

940,738

(291,161

)

Tax on profit/(loss)

147,723

(2,805

)

PROFIT/(LOSS) FOR THE FINANCIAL PERIOD

1,088,461

(293,966

)

FIXED ASSETS

Tangible assets

7

-

7,214,369

Investments

8

6,255,146

3,345,361

6,255,146

10,559,730

CURRENT ASSETS

Debtors

9

5,529,261

26,549

Cash at bank

-

64

5,529,261

26,613

CREDITORS

Amounts falling due within one year

10

(5,999,799

)

(3,416,897

)

NET CURRENT LIABILITIES

(470,538

)

(3,390,284

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,784,608

7,169,446

CREDITORS

Amounts falling due after more than one year

11

-

(2,323,076

)

PROVISIONS FOR LIABILITIES

-

(150,223

)

NET ASSETS

5,784,608

4,696,147

CAPITAL AND RESERVES

Called up share capital

2,055

2,055

Share premium

2,974,374

2,974,374

Other reserves

313

313

Retained earnings

2,807,866

1,719,405

SHAREHOLDERS' FUNDS

5,784,608

4,696,147

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 30 November 2021.

The members have not required the company to obtain an audit of its financial statements for the period ended 30 November 2021 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 1 September 2022 and were signed on its behalf by:

J J E Fletcher - Director

1.	STATUTORY INFORMATION

South West Communications Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about South West Communication Group Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400/401 of the Companies Act from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Shoreham TopCo Limited, which are available for public viewing from Companies House.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Land and buildings

-

2% on cost and over term of lease

Plant and machinery etc

-

10% on cost

Investments in subsidiaries and associates

Investments in subsidiary and associate undertakings are recognised at cost.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to related parties.

Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received; other debt instruments are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

No significant judgements have had to be made by management in preparing these financial statements.

There were no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL (2020 - NIL).

5.	OPERATING LOSS

The operating loss is stated after charging:

Period

1.1.21

to

Year Ended

30.11.21

31.12.20

£

£

Depreciation - owned assets

16,572

198,860

6.	EXCEPTIONAL ITEMS

Period

1.1.21

to

Year Ended

30.11.21

31.12.20

£

£

Exceptional items

(879

)

-

Profit on sale of fixed assets

1,711,202

-

Profit/loss on sale of invest

(766,894

)

-

943,429

-

On 10 February 2021 the entire share capital of South West Communications Group Holdings Ltd was acquired by Chief Bidco Ltd. Prior to the acquisition all freehold and leasehold properties were sold to a party outside of the group, resulting in a significant profit on disposal of assets.

This profit has been offset by a loss on disposal of investments in group undertakings which were also sold prior to acquisition.

7.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2021

9,504,626

58,335

9,562,961

Disposals

(9,504,626

)

(58,335

)

(9,562,961

)

At 30 November 2021

-

-

-

DEPRECIATION

At 1 January 2021

2,310,673

37,919

2,348,592

Charge for period

16,086

486

16,572

Eliminated on disposal

(2,326,759

)

(38,405

)

(2,365,164

)

At 30 November 2021

-

-

-

NET BOOK VALUE

At 30 November 2021

-

-

-

At 31 December 2020

7,193,953

20,416

7,214,369

8.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in

undertakings

associate

Totals

£

£

£

COST

At 1 January 2021

3,345,339

22

3,345,361

Additions

3,676,803

-

3,676,803

Disposals

(766,996

)

(22

)

(767,018

)

At 30 November 2021

6,255,146

-

6,255,146

NET BOOK VALUE

At 30 November 2021

6,255,146

-

6,255,146

At 31 December 2020

3,345,339

22

3,345,361

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

£

Trade debtors

-

17,514

Amounts owed by group undertakings

5,529,261

-

Other debtors

-

9,035

5,529,261

26,549

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

£

Bank loans and overdrafts

-

186,026

Trade creditors

-

8,584

Amounts owed to group undertakings

5,997,299

3,213,071

Taxation and social security

2,500

7,056

Other creditors

-

2,160

5,999,799

3,416,897

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2021

2020

£

£

Bank loans

-

2,323,076

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

13.	CONTROLLING PARTY

The parent company is Chief Bidco Limited and the ultimate parent company is Shoreham TopCo Limited, accounts are available for public viewing at Companies House. The company is under he control of Shoreham TopCo Limited.