Swayne & Partners Limited - Period Ending 2023-07-11

Swayne & Partners Limited

Contents

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

Swayne & Partners Limited

Company Information

Directors

C A McCormack I P Plumb

Registered office

Sidney House Western Way Bury St Edmunds IP33 3SP

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Swayne & Partners Limited

(Registration number: 07986290)
Balance Sheet as at 11 July 2023

	Note	11 July 2023  £	30 September 2022  £
Fixed assets
Intangible assets	4	724,326	1,074,782
Tangible assets	5	104,020	112,456
		828,346	1,187,238
Current assets
Stocks	6	127,768	119,410
Debtors: Amounts falling due within one year	7	2,459,538	558,314
Debtors: Amounts falling due after more than one year	7	-	1,569,853
Cash at bank and in hand		1,413,163	406,855
		4,000,469	2,654,432
Creditors: Amounts falling due within one year	8	(2,837,801)	(1,000,808)
Net current assets		1,162,668	1,653,624
Total assets less current liabilities		1,991,014	2,840,862
Creditors: Amounts falling due after more than one year	8	-	(855,467)
Net assets		1,991,014	1,985,395
Capital and reserves
Called up share capital		500	500
Profit and loss account		1,990,514	1,984,895
Total equity		1,991,014	1,985,395

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 10 April 2024 and signed on its behalf by:
 

C A McCormack
Director

Swayne & Partners Limited

Notes to the Financial Statements for the Period from 1 October 2022 to 11 July 2023

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:
Sidney House
Western Way
Bury St Edmunds
IP33 3SP

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 smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention.

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.

Disclosure of long or short period

The financial statements cover a period of 284 days. The accounting period has been shortened to bring the year end in line with the date of acquisition by Wick Bidco Limited, the company's new parent undertaking.

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 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.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Swayne & Partners Limited

Notes to the Financial Statements for the Period from 1 October 2022 to 11 July 2023

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 statement of financial position 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, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Short leasehold property	Over the term of the lease
Fixtures and fittings	Straight line over 5 years
Motor vehicles	Straight line over 5 years
Computer equipment	Straight line over 3 years

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.

Swayne & Partners Limited

Notes to the Financial Statements for the Period from 1 October 2022 to 11 July 2023

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.

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.

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.

 

Swayne & Partners Limited

Notes to the Financial Statements for the Period from 1 October 2022 to 11 July 2023

Financial instruments (continued)

Impairment
Assets, other than thosemeasured 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 thehigher of its fair value less costs to sell and its value in use.

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.

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 CGUona pro-rata basis.

3

Staff numbers

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

	1 October 2022 to 11 July 2023  No.	23 October 2021 to 30 September 2022  No.
Average number of employees	102	81

Swayne & Partners Limited

Notes to the Financial Statements for the Period from 1 October 2022 to 11 July 2023

4

Intangible assets

	Goodwill  £
Cost
At 1 October 2022 and at 11 July 2023	2,252,052
Amortisation
At 1 October 2022	1,177,270
Amortisation charge	350,456
At 11 July 2023	1,527,726
Carrying amount
At 11 July 2023	724,326
At 30 September 2022	1,074,782

5

Tangible assets

	Short Leasehold Property £	Fixtures and surgery equipment £	Motor vehicles  £	Total £
Cost
At 1 October 2022	1,236	593,192	38,409	632,837
Additions	-	36,223	-	36,223
At 11 July 2023	1,236	629,415	38,409	669,060
Depreciation
At 1 October 2022	-	481,973	38,408	520,381
Charge for the period	96	44,562	1	44,659
At 11 July 2023	96	526,535	38,409	565,040
Carrying amount
At 11 July 2023	1,140	102,880	-	104,020
At 30 September 2022	1,236	111,219	1	112,456

6

Stocks

	11 July 2023  £	30 September 2022  £
Finished goods and consumables	127,768	119,410

Swayne & Partners Limited

Notes to the Financial Statements for the Period from 1 October 2022 to 11 July 2023

7

Debtors

	11 July 2023  £	30 September 2022  £
Trade debtors	201,125	323,085
Other debtors	1,366	159,813
Prepayments	99,436	60,554
Deferred tax assets	16,202	14,862
Amounts owed by group undertakings	2,141,409	1,569,853
	2,459,538	2,128,167
Less non-current portion	-	(1,569,853)
Total current trade and other debtors	2,459,538	558,314

Details of non-current trade and other debtors

£Nil (2022 - £1,569,853) of amounts owed to group undertakings is classified as non current.

8

Creditors

		11 July 2023  £	30 September 2022  £
Due within one year
Trade creditors		469,147	228,503
Amounts due to group undertakings		1,765,701	257,441
Social security and other taxes		406,502	292,005
Outstanding defined contribution pension costs		17,923	8,474
Other creditors		463	1,254
Accrued expenses		178,065	213,131
		2,837,801	1,000,808
Due after one year
Amounts owed to group undertakings		-	855,467

9

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £70,145 (2022 - £66,913).

Contributions totalling £17,923 (2022 - £8,474) were payable to the scheme at the end of the period and are included in creditors.

10

Financial commitments

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £2,748,387 (2022 - £1,287,973).

Swayne & Partners Limited

Notes to the Financial Statements for the Period from 1 October 2022 to 11 July 2023

11

Parent and ultimate parent undertaking

The company's immediate parent is Swayne & Partners Holdings Limited, incorporated in England and Wales.

Up to 11 July 2023, the ultimate parent company was Islay New Group Holding SA, incorporated in Luxembourg.

From 12 July 2023, the ultimate parent company is Wick Topco Limited, incorporated in England and Wales.

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 10 April 2024 was Simon Worsley, who signed for and on behalf of Hazlewoods LLP.