ACCOUNTS - Final Accounts preparation
ACCOUNTS - Final Accounts preparation
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Registered number:
FOR THE YEAR ENDED 6 NOVEMBER 2022
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 6 NOVEMBER 2022
The directors present their strategic report for the year ended 6th November 2022.
The principal risks and uncertainties are integrated with the principal risks of the group and are not managed separately. Accordingly, the principal risks and uncertainties of Bradley Topco Limited, which include those of the company, are discussed in the annual report and financial statements of Bradley Topco Limited.
The Directors manage the company’s operations on a group basis. For this reason, the company’s Directors believe that the analysis using key performance indicators of the company is not necessary or appropriate for an understanding of the development, performance or position of the business of the company. The development, performance and position of Bradley Topco Limited, which include those of the company, are discussed in the annual report and financial statements of Bradley Topco Limited.
During the year the principal activity of the company has been that of an investment company. The loss after tax for the financial year ended 6 November 2022 amounted to £1,567,795 (2021: loss after tax £1,579,595).
Principal risks and uncertainties After due consideration the directors believe that the exposure of the Company to credit risk is minimal. The main risk to which the Company is exposed is: economic risk, currency risk, liquidity and stock risk. Economic risk: As an on-line retailer the Company is exposed to economic risk in respect of its retail operations as a result of the ability of consumers to spend money. The Company seeks to minimise this exposure through competitive pricing, a highly credible, market leading and quality product range and a wide geographical spread of provision across International markets. Currency risk: The Company is exposed to Foreign currency risk through its stock purchasing in USD and Euro currencies. The Company is also exposed to further currency risk through its international trade. The Company seeks to minimise this exposure through constant review of trading exchange rates and is actively hedging where appropriate. Liquidity risk: If required the company has access to a mixture of shareholder loans and short-term bank facilities to ensure sufficient funds are available for ongoing operations and future developments. Stock risk: The company has forecast its core third-party component stock requirements out to FY24 in line with budgeted growth. The company retains further risk mitigation through bike specification flexibility due to being in control of its own brand bike specification, assembly process and retail channels. The company is also holding higher levels of stock than it would usually to further mitigate against disruption.
The Company has net liabilities arising on Group debt of £9,215,532 (2021: £7,647,737). The Company is primarily funded through shareholder borrowings. The directors have received assurances from True Capital III LP that payment of shareholder liabilities will not be required for the foreseeable future and that they will continue to provide the necessary financial support to enable the company to meet its ongoing liabilities as they fall due. Accordingly, the Directors continue to adopt the going concern basis in the preparations of the financial statements.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 6 NOVEMBER 2022
This report was approved by the board on 31 July 2023 and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 6 NOVEMBER 2022
The directors present their report and the financial statements for the year ended 6 November 2022.
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the audited financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).
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;
∙state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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.
The loss for the year, after taxation, amounted to £1,567,795 (2021 - loss £1,579,595).
No interim dividend has been paid and the directors do not propose to pay a final dividend.
The directors who served during the year were:
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 6 NOVEMBER 2022
The Company has worked hard in FY23 to significantly improve the performance of the business. Supply chain predictability and availability is in a much better position in FY23 and the business is now in a position to offer robust delivery dates for customers and thereby rebuild confidence. At the half year point in FY23 the business has seen strong volume growth in demand of 10%. Macro-economic challenges for the consumer continue to hold pricing down but it is encouraging to see the significant improvement in unit sales performance.
The business has gone through a period of restructure to right-size and operate at an efficient and economic manufacturing level and thereby reverse the losses seen in FY22 and get back to profit for the future. In addition, the business continues to invest in its systems, infrastructure and operational functions to support the drive for efficient profitable growth. Supply chain will continue to be a primary focus of the Company to underpin reliability and quality for the customer and thereby support the drive for sales growth, and the business will continue to ensure it is taking all steps to mitigate against future supply chain disruption. Investment in the digital e-commerce platform is also an important focus for the business to ensure we continue to develop the customer journey and user experience, and ultimately support the brand proposition and sales conversion. In FY23, the business received additional funding from its shareholders True Capital III LP, to invest in working capital to support the growth of the group. In July 2023 the Company was novated intercompany loans of £4.9m between Bradley Cleanco Limited (parent company of Bradley Topco Limited) to Cyclesport North Limited. The group restructured the loan funding and Bradley Bidco Ltd converted £9,784,123 of debt in Cyclesport North Limited to share capital. Directors’ indemnities As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of itself and its Directors.
In FY23, Cyclesport North,100% subsidiary received additional funding from its shareholders True Capital III LP, to invest in working capital to support the growth of the business.
In July 2023 the group restructured the loan funding and Bradley Bidco Ltd converted £9,784,123 of debt in Cyclesport North Limited to share capital.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 6 NOVEMBER 2022
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRADLEY BIDCO LIMITED
We have audited the financial statements of Bradley Bidco Limited (the 'Company') for the year ended 6 November 2022, which comprise the Statement of comprehensive income, the Balance sheet, 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRADLEY BIDCO LIMITED (CONTINUED)
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.
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 year 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRADLEY BIDCO 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:
• testing significant transactions, in particular the evaluation of the business rationale for any which appear
unusual or outside the company’s normal course of business • evaluating the assumptions and judgements used by management within significant accounting estimates andnassessing if these indicate evidence of management bias • evaluating the consistency of selected amounts or other items presented in the other information with the financial statements • requesting a reconciliation of amounts within the other information and the financial statements from management; comparing items in the reconciliation to the financial statements and the other information; and checking the mathematically accuracy of the reconciliation • communicating relevant matters to all members of the audit team to ensure they understood the risks specific to Bradley Bidco Limited and the audit procedures planned to mitigate these. • challenging assumptions and judgements made by management in their significant accounting estimates
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 and Statutory Auditors
Prince Albert House
20 King Street
Berkshire
SL6 1DT
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 6 NOVEMBER 2022
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BALANCE SHEET
AS AT 6 NOVEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 24 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 6 NOVEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
Bradley Bidco Limited is a private company limited by shares. The company was incorporated in the United Kingdom and is registered in England and Wales. Its registered office is 363 Leach Place, Walton Summit Centre, Bamber Bridge, Preston, PR5 8AS.
The principal activity of Bradley Bidco Limited is to hold the shares in its subsidiary company.
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 4).
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 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Bradley Topco Limited as at 31 October 2022 and these financial statements may be obtained from 363 Leach Place, Walton Summit Centre, Bamber Bridge, Preston, Lancashire, England, PR5 8AS.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The Company has net liabilities arising on Group debt of £9,215,532 (2021: £7,647,737). The Company is primarily funded through intercompany borrowings. The directors have received assurances from its parent company that payment of intercompany liabilities will not be required for the foreseeable future and that True Capital Partners I LP and True Capital III LP will continue to provide the necessary financial support to enable the company to meet its ongoing liabilities as they fall due. Accordingly, the Directors continue to adopt the going concern basis in the preparations of the financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
2.Accounting policies (continued)
The company's accounting reference date is 31 October. As permitted by section 390 of the Companies Act 2006, the company has prepared financial statements to 6 November 2022 (2021: 31 October 2021).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
Judgements The carrying value of the Company's investment is reviewed at each reporting date to determine whether there is any indication of impairment. An impairment loss is recognised if the carrying amount exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Estimates If an indication exists then the recoverable amount is estimated based on value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
11.Tax on loss (continued)
At 6 November 2022 the company had unutilised tax losses. The deferred tax asset of approximately £63k has not been recongised on the basis that there is insufficient certainty of future profits in the subsequent financial year to warrant recognition at this stage.
On 3 March 2021 the UK government announced that the standard rate of corporation tax in the UK would change from 19% to 25% from 2023. This change had been substantively enacted at the balance sheet date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
Other reserves
Profit and loss account
Includes all current accumulated losses.
The prior year has been restated to account for historic interest of £243,685 on intercompany loan notes. This has increased the prior year profit and increased debtors in the balance sheet. The intercompany loan notes and loan receivables have been reclassified greater than 1 year; this has not impacted the profit or loss.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £11,855 (2021 - £14,613). Contributions totalling £Nil (2021 - £1,740) were payable to the fund at the balance sheet date and are included in creditors.
In July 2023 the group restructured the loan funding and Bradley Bidco Ltd converted £9,784,123 of debt in Cyclesport North Limited to share capital.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 6 NOVEMBER 2022
On 6 June 2022, Bradley Cleanco Limited and Bradley Ultra Topco Limited were incorporated in the United Kingdom. On incorporation, Bradley Cleanco Limited issued 1 Ordinary share to Bradley Ultra Topco Limited, and Bradley Ultra Topco Limited issued 1 Ordinary share to True Capital III LP. On 13 October 2022, Bradley Topco Limited transferred its entire Share capital to Bradley Cleanco Limited. As a result of the above share transactions, True Capital III LP became the company's ultimate parent and controlling party.
The ultimate controlling party had been True Capital I LP prior to these transactions. The parent undertaking of the largest and smallest group is Bradley Ultra Topco Limited and consolidated accounts will be prepared for that entity at the end of its first period. However, the directors have chosen to prepare interim consolidated financial statements for Bradley Topco Ltd at 6 November 2022 as they believe these give the readers of the financial statements a better understanding of that group during this financial year. Copies of the consolidated financial statements can be obtained from 363 Leach Place, Walton Summit Centre, Bamber Bridge, Preston, Lancashire, England, PR5 8AS.
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