Turbo_Acquisitions_10_Bid - Accounts

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

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

Turbo Acquisitions 10 Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2, Mill End Road, High Wycombe, Buckinghamshire, HP12 4AX.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in GBP, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Turbo Acquisitions 10 Bidco Limited is a wholly owned subsidiary of Turbo Acquisitions 10 Topco Limited and the results of Turbo Acquisitions 10 Bidco Limited are included in the consolidated financial statements of Turbo Acquisitions 10 Topco Limited which are available from Unit 2, Mill End Road, High Wycombe, Buckinghamshire, HP12 4AX.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As at 31 December 2020 the company had net liabilities of £2,157,938. The company has the strong support of the private equity fund which has invested in its strategy. On an ongoing basis, the directors prepare and update forecasts and monitor the cash position regularly. The directors are satisfied that, having reviewed the budgets and forecasts, ongoing shareholder support and available facilities, the company can meet its liabilities as they fall due for the foreseeable future. The company's immediate parent company Turbo Acquisitions 10 Subco Limited have provided a letter of support to confirm that it will not call in the amounts due by the company for a period of twelve months from the signing of the accounts. The directors are therefore of the opinion that it is appropriate to prepare these statements on a going concern basis.true

The reporting period is from 1 April 2020 until 31 December 2020. The prior reporting period is from incorporation on 23 October 2019 to 31 March 2020.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and investments in non-puttable ordinary shares.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Interest receivable

Interest income is recognised when it is probable that the economic benefits will flow to the company and the value of the interest income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Borrowing costs

Interest payable is recognised in the income statement in the period in which it is incurred. Finance acquisition and issue costs are transferred to the income statement, where they are included within the interest charge incurred in respect of the associated borrowing, at a constant rate over the repayment period.

Any tax expense arising represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.

Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.

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 the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key estimates and judgements have been made as follows:

The directors use varying methods on an ongoing basis to estimate whether any impairment write down is required to the carrying value of investments. The directors do not consider there to be any indication of impairment and have, therefore, not performed an impairment assessment.

The directors review the recoverability of amounts, including loan notes, due to/from other group companies with the directors of the relevant companies on a regular basis.

It has been arranged with subsidiary company, Grant & Stone Limited, that they meet the above audit fees of the company.

The company has no employees other than the directors, who did not receive any remuneration in respect of services to this company. Consequently, the average number of employees for the period is 0 (2020: 0).

Details of the company's subsidiaries at 31 December 2020 are as follows:

The company has chosen to apply the available exemption in relation to preparing consolidated financial statements. Consolidated financial statements will be prepared by the ultimate parent undertaking Turbo Acquisitions 10 Topco Limited.

Amounts owed by group undertakings are unsecured, interest free, and repayable on demand.

Senior term loan facility amounts due are stated net of fees incurred acquiring finance less amounts amortised.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Loan notes and Senior term loan facility amounts due are stated net of fees incurred acquiring finance less amounts amortised.

On 31 July 2020 the company borrowed £21.6 million pursuant to a senior term loan facility and received £6.9 million on intercompany account from its subsidiary company, Grant & Stone Limited. In turn, the company made Loan note repayments of £13.9 million and intercompany borrowing repayments of £12.3 million to its parent undertaking, Turbo Acquisitions 10 Subco Limited.

On 18 December 2020 the company borrowed £5 million pursuant to a new revolving credit facility and passed these funds to subsidiary company, Grant & Stone Limited on intercompany account.

Interest is payable on the revolving credit facility at LIBOR plus 4% and the senior term loan facility at LIBOR plus 6.5%. Interest was payable on the Turbo Acquisitions 10 Subco Loan notes at 7.5% to 31 July 2020 and at 10% thereafter. The 7.5% interest is paid quarterly whilst the additional 2.5% from 31 July 2020 is capitalised monthly.

The revolving credit facility end date is July 2026. The senior term loan facility is repayable by 24 quarterly repayments of £270,000 to July 2026 with the balance being repayable on that date. Unless certain business conditions are fulfilled, the Loan notes - Turbo Acquisitions 10 Subco Limited are repayable on 14 May 2027.

Amounts borrowed by subsidiary company, Grant & Stone Limited pursuant to an invoice discounting facility were secured by way of fixed and floating charges over all property and undertakings of the company until 31 July 2020 when the security was discharged.

Amounts borrowed by the company pursuant to the senior term loan facility and the revolving credit facility are secured by way of fixed and floating charges over all property and undertakings of the company.

2 Ordinary shares of £1.00 were allotted and fully paid for cash at par on incorporation.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

On 15 January 2021, the company borrowed a further £18.8 million pursuant to its senior term loan facility. This amount was advanced on intercompany account to Grant & Stone Limited who used this amount and a certain amount of cash resources to finance the acquisition of the entire issued share capital of CRS Building Supplies Limited.

On 26 February 2021 the company borrowed £104 million pursuant to new banking facilities. These funds were used to repay all existing company bank facilities, with the balance being used to repay intercompany borrowings and loan notes and to advance further amounts to subsidiary company, Grant & Stone Limited, to finance the acquisition of the entire issued share capital of Rawle Gammon and Baker Holdings Limited, Buildit Gloster Limited and Total Plumbing Supplies Limited.

All fixed and floating charges over the property and undertakings of the company in respect of borrowings repaid on 26 February 2021 were discharged, and new charges in favour of new lenders were established.

On 28 May 2021, subsidiary company, Grant & Stone Limited, acquired the entire issued share capital of Devondale Holdings Limited.

The company has taken advantage of exemption, under the terms of FRS 102, not to disclose related party transactions with wholly owned subsidiaries within the group.

The immediate parent company is Turbo Acquisitions 10 Subco Limited, a company incorporated in England and Wales.

The ultimate parent undertaking is Turbo Acquisitions 10 Topco Limited, a company incorporated in England and Wales, whose ultimate controlling party is Cairngorm Capital Partners III LP, a fund advised by Cairngorm Capital Partners LLP.

The consolidated accounts of Turbo Acquisitions 10 Topco Limited, in which this company is included, are available to the public and can be obtained from Companies House. This is the largest group of undertakings for which group financial statements, including the results of the company, are produced, whereas the smallest group is Turbo Acquisitions 10 Subco Limited.