Proximity Data Centres (Birmingham) Limited
Registered number: 13609125
Information for filing with the Registrar
For the year ended 28 February 2023
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
REGISTERED NUMBER: 13609125
STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 September 2023.
The notes on pages 2 to 9 form part of these financial statements.
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
Proximity Data Centres (Birmingham) Limited ("'the Company") is a private limited Company, limited by shares and incorporated in England and Wales, registered number 13609125. The address of the registered office is Proximity House Unit 2, Chester Gates, Chester, England, CH1 6LT.
The Company’s principal activity during the year was the provision of data management facilities and services.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of 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 3).
These financial statements have been presented in pound sterling which is the functional currency of the Company, and rounded to the nearest £.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Proximity Data Centres Limited as at 28 February 2023 and these financial statements may be obtained from Proximity House Unit 2, Chester Gates, Dunkirk, Chester, England, CH1 6LT.
These financial statements have been prepared on a going concern basis as the Directors have not identified any material uncertainties or events that may cast doubt about the ability of the Company to continue as a going concern. Further, the Directors will continue to finance the Company's working capital through loans through the Parent Company, as and when required.
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
2.Accounting policies (continued)
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the following basis..
Depreciation is provided on the following basis:
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Freehold land and buildings
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2% straight line (see note 3)
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
2.Accounting policies (continued)
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, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position 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.
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Critical judgments in applying the Company's accounting policies
The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
Key sources of estimation uncertainty
(i) Determining useful economic lives of tangible fixed assets
The Company depreciates tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on variety of factors, including technological innovation, product life cycles and maintenance programmes.
The judgment is applied by management when determining the residual values for tangible fixed assets. When determining the residual value management aim to assess the amount that the Company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.
The directors have estimated the residual value of Freehold property and concluded the residual value is greater than the cost of the Freehold property, therefore no depreciation has been charged.
(ii) Recoverability of debtors
The Company establishes a provision for debtors that are estimated not to be recoverable. When assessing recoverability, the directors have considered factors such as the aging of the debtors, past experience of recoverability, and the credit profile of individual or groups of customers.
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The average monthly number of employees, including directors, during the year was 10 (2022 - 8).
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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At 1 March 2022 (as restated)
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group companies
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group companies are unsecured, interest free and repayable on demand.
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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Creditors: Amounts falling due after more than one year
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Amounts owed to group companies are unsecured.
On 27 November 2020, ICG - Longbow Investment No. 5 S.A.R.L created a fixed and floating charge over the undertaking of all property and assets present and future of Proximity Data Centres (Birmingham) Limited.
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Allotted, called up and fully paid
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100 (2022 - 100) A Ordinary shares of £1.00 each
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Allotted, called up and unpaid
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1 (2022 - 1) B Ordinary share of £1.00
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On 8 September 2021 the Company issues 100 A Ordinary shares of £1 each at par value. A Ordinary shares carry voting rights and the right to receive dividends.
On the 13 January 2022 the Company issued 1 B ordinary share of £1 at par value. B Ordinary shares carry the right to vote but no right to receive dividends.
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Profit and loss account
This reserve represents cumulative profits and losses less dividends declared.
Included in the fixed asset costs in 2022 was a sum of £200,000 treated as acquisition costs, that was actually a refundable deposit which should have been included in other debtors. There is no impact upon reserves, only a reclassification of this item in the statement of financial position. These funds have since been returned to the Company after the reporting date.
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13609125
28 February 2023
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PROXIMITY DATA CENTRES (BIRMINGHAM) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
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 £13,447 (2022: £1,641). Contributions totalling £Nil (2022: £Nil) were payable to the fund at the Statement of Financial Position date and are included in creditors.
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Related party transactions
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The Company has taken advantage of the exemption conferred by FRS102 paragraph 33.1A and has not disclosed transactions and outstanding balances with its fellow subsidiary undertakings, its parent company is Proximity Data Centres Limited on the basis that all the relevant companies are directly or indirectly wholly owned by Edge Data Centres Holdings Limited.
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The immediate parent company is Proximity Data Centres Limited, a company registered in England and Wales under company number 11665082. Proximity Data Centres Limited heads the smallest group into which the Company's results are consolidated.
The ultimate parent company is Edge Data Centres Holdings Limited, a company registered in England and Wales under company number 12406453.
On 25 August 2023, the Board of Directors of Edge Data Centres Holdings Limited (which is the parent of Proximity Data Centres Limited) accepted an offer for 100% of the equity of Edge Data Centres Holdings Limited. The new owner, as of 1st September 2023, when the equity sale and acquisition is due to complete, is nLighten UK Limited, a wholly owned subsidiary of nLighten BV, a Dutch registered company.
The auditors' report on the financial statements for the year ended 28 February 2023 was unqualified.
The audit report was signed on 8 September 2023 by Bianca Permal (Senior Statutory Auditor) on behalf of Haines Watts (Berkhamsted) Limited.
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