Clearwater_Topco_Limited - Accounts

The directors of the company have elected not to include a copy of the profit and loss account 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.

Clearwater Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Academic House, 24-28 Oval Road, London, England, NW1 7DJ.

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

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for that period.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

The accounts have been prepared to 31 August 2023. The comparative period was prepared for a period

of 16 months to 31 August 2022 from incorporation on 3 May 2021. As such the prior period results are

not directly comparable.

Interests in subsidiaries, associates and jointly controlled entities 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 profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

All of the company's financial assets and liabilities are basic and measured at amortised cost.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The average monthly number of persons (including directors) employed by the company during the year was 0 (2022: 7).

There no movements in fixed asset investments during the year.

Details of the company's subsidiaries at 31 August 2023 are as follows:

Details of the company's associates at 31 August 2023 are as follows:

On incorporation, the company issued 1 Ordinary £1 share at par.

On 19 May 2021, the Ordinary shares were re-designated as A Ordinary shares.

The following transactions occurred on 19 May 2021:

35,119 A Ordinary £1 shares were issued at £13.33 per share.

44,233 B1 Ordinary £1 shares were issued at £196.28 per share.

1,558 B2 Ordinary £1 shares were issued at £196.28 per share.

12,047 C1 Ordinary £1 shares were issued at £13.33 per share.

1,542 C2 Ordinary £1 shares were issued at £13.33 per share.

All the above transactions results in a credit to share premium of £9,542,634.

On 25 May 2022, the company repurchased and cancelled 779 B2 Ordinary £1 shares and 771 C2 Ordinary £1 shares at par value.

On 16 June 2022, 3,200 D Ordinary £1 shares were issued at £9.90 per share. This resulted in a credit to share premium of £28,480.

On 8 December 2022, 18,300 B1 Ordinary £1 shares were issued at £131.15 per share. This resulted in a credit to share premium of £2,381,700.

On 12 December 2022, 210 B1 Ordinary £1 shares were converted into A Ordinary £1 shares at par.

On 20 July 2023, 2,333 D1 Ordinary £1 shares were issued at par.

Ordinary A, Ordinary B1, Ordinary B2, Ordinary C1, Ordinary C2 shareholders are entitled to full voting rights and dividends from the company. These shares rank in pari passu in all respects.

Ordinary D shares are not entitled to voting rights or dividends from the company.

The return of capital entitlement is first to the Ordinary A, Ordinary B1, Ordinary B2, Ordinary C1, Ordinary C2 shareholders and lastly to the Ordinary D shareholders if the exit amount exceeds a hurdle rate.

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.

The company has taken the exemption available in section 33 of FRS 102 from disclosing transactions with wholly-owned group companies.

The company has made a cross-guarantee over loan notes issued by a fellow group company, Clearwater Midco Limited. The company has issued security in the form of a charge over all of its assets. The value of the of these loan notes at the balance sheet date was £9,655,210 (2022: £8,755,210).

The directors do not consider there to be any ultimate controlling party.