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Proximity Data Centres (MK) Limited

Registered number: 13840308
Information for filing with the Registrar
For the period ended 28 February 2023

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
REGISTERED NUMBER: 13840308

STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2023

2023
Note
£

Fixed assets
  

Tangible assets
 5 
5,091,948

Investments
 6 
8,138,850

  
13,230,798

  

Creditors: amounts falling due within one year
 7 
(3,923,761)

Net current (liabilities)/assets
  
 
 
(3,923,761)

Total assets less current liabilities
  
9,307,037

Creditors: amounts falling due after more than one year
 8 
(9,750,000)

Provisions for liabilities
  

Deferred tax
  
(762,322)

  
 
 
(762,322)

Net (liabilities)/assets
  
(1,205,285)


Capital and reserves
  

Called up share capital 
 10 
101

Revaluation reserve
 11 
2,872,107

Profit and loss account
 11 
(4,077,493)

  
(1,205,285)


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.

J B Craig
Director

The notes on pages 2 to 11 form part of these financial statements.

- 1 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

1.


General information

Proximity Data Centres (MK) Limited ("the Company") is a private limited Company, limited by shares and incorporated in England and Wales, registered number 13840308. The address of the registered office is Proximity House Unit 2, Chester Gates, Dunkirk, Chester, England, CH1 6LT. 
The Company’s principal activity during the year was the provision of data management facilities and services.
The Company was incorporated on 11 January 2022 and the financial statements have been prepared for a 14 month period to 28 February 2023. There is therefore no comparative information. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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, England, CH1 6LT.

- 2 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.3

Going concern

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. 

 
2.4

Revenue

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.

 
2.5

Finance costs

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.

 
2.6

Pensions

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.

- 3 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income 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 income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

- 4 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2% straight line (see note 3)
Plant & machinery
-
10% straight line

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.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

Creditors

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.
 
 
2.11

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

- 5 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.12

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, 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.

- 6 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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
IIn 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 the 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. 


4.


Employees

The average monthly number of employees, including directors, during the period was 12.

- 7 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

5.


Tangible fixed assets





Freehold property
Plant & machinery
Total

£
£
£



Cost


Additions
5,038,635
53,313
5,091,948



At 28 February 2023

5,038,635
53,313
5,091,948






Net book value



At 28 February 2023
5,038,635
53,313
5,091,948


6.


Fixed asset investments





Investments in subsidiary companies

£



Cost


Additions
13,138,850



At 28 February 2023

13,138,850



Impairment


Charge for the period
5,000,000



At 28 February 2023

5,000,000



Net book value



At 28 February 2023
8,138,850

- 8 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

7.


Creditors: Amounts falling due within one year

2023
£

Trade creditors
4,165

Amounts owed to group undertakings
3,684,808

Other taxation and social security
68,121

Accruals and deferred income
166,667

3,923,761


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


8.


Creditors: Amounts falling due after more than one year

2023
£

Amounts owed to group undertakings
9,750,000


Amounts owed to group companies are unsecured.


9.


Deferred taxation



2023


£






Charged to profit or loss
(25,246)


Charged to other comprehensive income
(737,076)



At end of year
(762,322)

The deferred taxation balance is made up as follows:

2023
£


Fixed asset timing differences
(25,246)

Short term timing differences
(737,076)

(762,322)

- 9 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

10.


Share capital

2023
£
Allotted, called up and fully paid


100 A Ordinary shares of £1.00 each
100
1 B Ordinary share of £1.00
1

101


On 11 January 2022 the Company issued 100 A ordinary shares of £1 each at par value. A Ordinary shares carry voting rights and the right to receive dividends. 
On the 12 August 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. 


11.


Reserves

Revaluation reserve

The revaluation reserve relates to the acquisition of non-distributable elements of profit and loss reserves as a result of the distribution from the subsidiary, Nuco Technologies Limited. 

Profit & loss account

This reserve represents cumulative profits and losses less dividends declared.


12.


Pension commitments

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 £1,867. Contributions totalling £Nil were payable to the fund at the Statement of Financial Position date and are included in creditors.


13.


Related party transactions

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 or its parent company Proximity Data Centres Limited on the basis that all the relevant companies are directly or indirectly wholly owned by Edge Data Centres Holdings Limited.

- 10 -

 
 13840308
28 February 2023
PROXIMITY DATA CENTRES (MK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023

14.


Controlling party

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. Edge Data Centres Holdings Limited heads the largest group into which the Company's results are consolidated.
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.


15.


Auditor's information

The auditor's report on the financial statements for the period 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.

 
- 11 -