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REGISTERED NUMBER: 14272704 (England and Wales)















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: E Gbenedio
S Rudmann





REGISTERED OFFICE: 5th Floor
36 St James’s Street
London
SW1A 1JD





REGISTERED NUMBER: 14272704 (England and Wales)





ACCOUNTANTS: Thorne Lancaster Parker
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 1,339,195
Tangible assets 6 1,241,714
Investments 7 87
2,580,996

CURRENT ASSETS
Debtors 8 460,538
Cash and cash equivalents 26,564
487,102
CREDITORS
Amounts falling due within one year 9 1,403,291
NET CURRENT LIABILITIES (916,189 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,664,807

CREDITORS
Amounts falling due after more than one
year

10

2,000,000
NET LIABILITIES (335,193 )

CAPITAL AND RESERVES
Called up share capital 14 83,950
Share premium 15 795,940
Retained earnings 15 (1,215,083 )
SHAREHOLDERS' DEFICIT (335,193 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

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


The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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 9 July 2024 and were signed on its behalf by:




S Rudmann - Director



E Gbenedio - Director


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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

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 3 .

5. INTANGIBLE FIXED ASSETS
Patents
and Content
Goodwill licences costs Totals
£    £    £    £   
COST
Additions 902,964 177,455 278,522 1,358,941
At 31 December 2023 902,964 177,455 278,522 1,358,941
AMORTISATION
Amortisation for period 7,669 4,262 7,815 19,746
At 31 December 2023 7,669 4,262 7,815 19,746
NET BOOK VALUE
At 31 December 2023 895,295 173,193 270,707 1,339,195

6. TANGIBLE FIXED ASSETS
Plant and
machinery
£   
COST
Additions 1,277,690
At 31 December 2023 1,277,690
DEPRECIATION
Charge for period 35,976
At 31 December 2023 35,976
NET BOOK VALUE
At 31 December 2023 1,241,714

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 743,870
At 31 December 2023 743,870
DEPRECIATION
Charge for period 20,996
At 31 December 2023 20,996
NET BOOK VALUE
At 31 December 2023 722,874

7. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
Additions 87
At 31 December 2023 87
NET BOOK VALUE
At 31 December 2023 87

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Phoenix Immersive B.V.
Registered office: Houtrib 37,1141 DC Monnickendam, Netherlands
Nature of business: Event organisor
%
Class of shares: holding
Ordinary 100.00
31.12.23
£   
Aggregate capital and reserves (103,978 )
Loss for the year (104,063 )

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 60,004
Amounts owed by group undertakings 124,120
Other debtors 39,253
VAT 56,705
Prepayments and accrued income 180,456
460,538

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) 200,000
Hire purchase contracts (see note 12) 491,992
Trade creditors 541,907
Social security and other taxes 3,121
Other creditors 87
Accruals and deferred income 166,184
1,403,291

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
£   
Other loans (see note 11) 2,000,000

11. LOANS

An analysis of the maturity of loans is given below:

£   
Amounts falling due within one year or on demand:
Other loans 200,000

Amounts falling due between two and five years:
Other loans - 2-5 years 2,000,000

12. LEASING AGREEMENTS

Minimum lease payments under hire purchase fall due as follows:

£   
Net obligations repayable:
Within one year 491,992

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 2,200,000
Hire purchase liability 491,992
2,691,992

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: £   
83,950 Ordinary 1 83,950

83,950 Ordinary shares of 1 each were allotted as fully paid at a premium of 9.49 per share during the period.

15. RESERVES
Retained Share
earnings premium Totals
£    £    £   

Deficit for the period (1,215,083 ) (1,215,083 )
Cash share issue - 795,940 795,940
At 31 December 2023 (1,215,083 ) 795,940 (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 S Rudmann.