REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE PERIOD 3 AUGUST 2022 TO 31 DECEMBER 2023 |
FOR |
PHOENIX IMMERSIVE LIMITED |
PREVIOUSLY KNOWN AS |
DA VINCI PHOENIX LIMITED |
REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE PERIOD 3 AUGUST 2022 TO 31 DECEMBER 2023 |
FOR |
PHOENIX IMMERSIVE LIMITED |
PREVIOUSLY KNOWN AS |
DA VINCI PHOENIX LIMITED |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the period 3 August 2022 to 31 December 2023 |
Page |
Company Information | 1 |
Statement of Financial Position | 2 |
Notes to the Financial Statements | 4 |
PHOENIX IMMERSIVE LIMITED |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
COMPANY INFORMATION |
for the period 3 August 2022 to 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
5th Floor |
Palladium House |
1-4 Argyll Street |
London |
W1F 7TA |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
STATEMENT OF FINANCIAL POSITION |
31 December 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 5 |
Tangible assets | 6 |
Investments | 7 |
CURRENT ASSETS |
Debtors | 8 |
Cash and cash equivalents |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
10 |
NET LIABILITIES | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 14 |
Share premium | 15 |
Retained earnings | 15 | ( |
) |
SHAREHOLDERS' DEFICIT | ( |
) |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
STATEMENT OF FINANCIAL POSITION - continued |
31 December 2023 |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
NOTES TO THE FINANCIAL STATEMENTS |
for the period 3 August 2022 to 31 December 2023 |
1. | STATUTORY INFORMATION |
Phoenix Immersive Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Preparation of consolidated financial statements |
The financial statements contain information about Phoenix Immersive Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Turnover |
Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue comprises the fair value of consideration received and receivable exclusive of value added tax and after discounts and rebates. |
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest. |
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of the goods, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Revenue from the provision of services is recognised in the accounting period in which the services are rendered and the outcome of the contract can be estimated reliably. The company uses the percentage of completion method based on the actual service performed as a percentage of the total services to be provided. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Intangible assets are being amortised evenly over their useful life as follows: |
Goodwill | - | 10 years |
Intellectual property | - | 3 years |
Content costs | - | 3 years |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 3 August 2022 to 31 December 2023 |
3. | ACCOUNTING POLICIES - continued |
Property plant and equipment |
Property, plant and equipment are initially measured at cost (or deemed cost) and are subsequently measured at cost or valuation, net of depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration. |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Plant and Machinery - 3 years |
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. |
Investments in subsidiaries |
Investments in subsidiaries are initially measured at cost, and are subsequently measured at cost less accumulated impairment losses. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase and finance lease agreements are capitalised in the balance sheet and depreciated over their useful lives. The interest element is charged to the profit and loss account over the period of the agreement. |
Rentals paid under operating leases are charged to income on a straight-line basis over the term of the lease. |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 3 August 2022 to 31 December 2023 |
3. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme, where the amounts charged to profit or loss are the contributions payable in the year. Differences between contributions payable in the year and the contributions actually paid are shown as either accruals or prepayments. |
Financial instruments |
a) Basic financial assets |
Trade and other debtors, and bank balances, which are due within one year are initially recognised at transaction price and subsequently carried at amortised cost being the transaction price less any amounts settled and any impairment losses. |
At the end of each reporting period basic financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. |
If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
b) Basic financial liabilities and equity |
Financial liabilities are classified as liabilities and equity instruments according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
Trade creditors, and other creditors are initially recognised at transaction price and subsequently carried at amortised cost, being transaction price less any amounts settled. |
Other loans are initially recognised at the transaction price, including transaction costs and subsequently measured at amortised cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar charges. |
Basic financial liabilities are derecognised when the contractual obligation is discharged, cancelled or expired. |
c) Equity instruments |
The ordinary share capital of the company is classified as equity and recorded at fair value of the cash or other resources received or receivable, net of direct costs of issuing the equity instruments. |
Cash and cash equivalents |
Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less. |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 3 August 2022 to 31 December 2023 |
3. | ACCOUNTING POLICIES - continued |
Going concern |
As described in the profit and loss and balance sheet the company incurred a loss of £1,215,083 and has total net current liabilities of £916,189. |
Accordingly the company is dependant upon the continued support of it's shareholders and lender in order to meet its day to day working capital requirements. The shareholders of the company have indicated that they will continue support for a period of at least one year from the approval date of these financial statements. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis. |
If the company were unable to continue in operational existence for the foreseeable future, adjustments would have to be made to reduce the balance sheet values of assets to their recoverable amounts, and to provide for further liabilities that might arise, and to reclassify fixed assets and long-term liabilities as current assets and liabilities. |
4. | EMPLOYEES AND DIRECTORS |
The average number of employees during the period was |
5. | INTANGIBLE FIXED ASSETS |
Patents |
and | Content |
Goodwill | licences | costs | Totals |
£ | £ | £ | £ |
COST |
Additions |
At 31 December 2023 |
AMORTISATION |
Amortisation for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
6. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
£ |
COST |
Additions |
At 31 December 2023 |
DEPRECIATION |
Charge for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 3 August 2022 to 31 December 2023 |
6. | TANGIBLE FIXED ASSETS - continued |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and |
machinery |
£ |
COST |
Additions |
At 31 December 2023 |
DEPRECIATION |
Charge for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
7. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Registered office: Houtrib 37,1141 DC Monnickendam, Netherlands |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 |
£ |
Aggregate capital and reserves | ( |
) |
Loss for the year | ( |
) |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 3 August 2022 to 31 December 2023 |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
VAT |
Prepayments and accrued income |
Amounts owed by group undertakings are unsecured, interest free and repayable on demand. |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Other loans (see note 11) |
Hire purchase contracts (see note 12) |
Trade creditors |
Social security and other taxes |
Other creditors |
Accruals and deferred income |
10. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
£ |
Other loans (see note 11) |
11. | LOANS |
An analysis of the maturity of loans is given below: |
£ |
Amounts falling due within one year or on demand: |
Other loans |
Amounts falling due between two and five years: |
Other loans - 2-5 years |
12. | LEASING AGREEMENTS |
Minimum lease payments under hire purchase fall due as follows: |
£ |
Net obligations repayable: |
Within one year |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 3 August 2022 to 31 December 2023 |
13. | SECURED DEBTS |
The following secured debts are included within creditors: |
£ |
Other loans |
Hire purchase liability | 491,992 |
The other loans are secured by way of a legal mortgage over the assets of the company and are due for repayment in full in June 2027. Interest on the loan is charged at a rate of 5% over the Bank of England Base Rate. |
The hire purchase liabilities are secured against the relevant assets. |
14. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | 1 | 83,950 |
83,950 Ordinary shares of 1 each were allotted as fully paid |
15. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
Deficit for the period | ( |
) | (1,215,083 | ) |
Cash share issue | - | 795,940 | 795,940 |
At 31 December 2023 | ( |
) | (419,143 | ) |
16. | RELATED PARTY DISCLOSURES |
Phoenix Immersive B.V. |
Phoenix Immersive Limited is the sole shareholder of Phoenix Immersive B.V, a company registered in the Netherlands. During the period under review the company incurred expenditure on behalf of Phoenix Immersive B.V. and at the year end the amount outstanding in respect of the above is £124,120 and this amount is unsecured, interest free and repayable on demand. |
The company were also charged management fees £61,535 and this has been shown under accruals at 31 December 2023. |
NC Finance Limited |
Mr S Rudmann is the controlling party of NC Finance Limited, a company registered in England and Wales. During the period in review, NC Finance Limited has lent the company £2.2m and the details of the loan are outlined in the secured debt note. |
PHOENIX IMMERSIVE LIMITED (REGISTERED NUMBER: 14272704) |
PREVIOUSLY KNOWN AS DA VINCI PHOENIX LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the period 3 August 2022 to 31 December 2023 |
17. | ULTIMATE CONTROLLING PARTY |
The controlling party is NGCO MF Limited. |
The ultimate controlling party is |