Company registration number 06370537 (England and Wales)
SENTRYBAY LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
SENTRYBAY LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
SENTRYBAY LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
13,536
20,673
Current assets
Debtors
5
959,029
1,515,452
Cash at bank and in hand
179,713
234,575
1,138,742
1,750,027
Creditors: amounts falling due within one year
6
(2,316,452)
(2,973,994)
Net current liabilities
(1,177,710)
(1,223,967)
Total assets less current liabilities
(1,164,174)
(1,203,294)
Creditors: amounts falling due after more than one year
7
(11,326,634)
(9,349,265)
Net liabilities
(12,490,808)
(10,552,559)
Capital and reserves
Called up share capital
9
280,474
280,474
Share premium account
864,251
864,251
Profit and loss reserves
(13,635,533)
(11,697,284)
Total equity
(12,490,808)
(10,552,559)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 27 August 2024 and are signed on its behalf by:
G R Whitman
Director
Company registration number 06370537 (England and Wales)
SENTRYBAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Sentrybay Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20 Little Britain, London, EC1A 7DH.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At 31 December 20true23, the company had net liabilities of £12,490,808 (2022: £10,552,559).

 

Appropriate measures have been put in place to reduce the impact of historical losses on the business going forward with a view to improving profitability. The actions taken together with funding provided by the new parent company have ensured that the business has sufficient cash resources to continue to operate into the new year and to enable the business to meet its short term debts as the fall due for the next 12 months.

Based on the aforementioned assessment the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods and services is recognised when the significant risks and rewards of ownership of the goods and services have passed to the buyer, the amount of revenue 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.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Intellectual Property
20% on cost
SENTRYBAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified 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.

SENTRYBAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

SENTRYBAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
36
34
3
Intangible fixed assets
Intellectual Property
£
Cost
At 1 January 2023 and 31 December 2023
711,481
Amortisation and impairment
At 1 January 2023 and 31 December 2023
711,481
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
-
0
SENTRYBAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
4
Tangible fixed assets
Computers
£
Cost
At 1 January 2023
104,080
Additions
3,853
At 31 December 2023
107,933
Depreciation and impairment
At 1 January 2023
83,407
Depreciation charged in the year
10,990
At 31 December 2023
94,397
Carrying amount
At 31 December 2023
13,536
At 31 December 2022
20,673
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
823,002
1,153,544
Corporation tax recoverable
14,242
14,242
Other debtors
121,785
347,666
959,029
1,515,452
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
57,911
266,154
Amounts owed to group undertakings
-
0
753,838
Taxation and social security
242,387
96,845
Other creditors
2,016,154
1,857,157
2,316,452
2,973,994

As at the year end, there is an unutilised overdraft facility which is secured by personal guarantee of a director.

SENTRYBAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Loans
11,000,000
9,000,000
Other creditors
326,634
349,265
11,326,634
9,349,265

The loan is secured by a debenture over the assets of the company.

 

The loan is repayable in September 2026, 48 months from drawdown, and interest is charged at Sterling Overnight Index Average (SONIA) + 12%.

 

On 27 April 2023, Blazehill Capital Limited provided an additional £2,000,000 funds flow loan. Interest charges vary depending on loan tranche payments. The funds flow loan is repayable 48 months from drawdown.

8
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
3,384
5,168
Tax losses
(3,384)
(5,168)
-
-
There were no deferred tax movements in the year.

 

Deferred tax is not recognised in respect of tax losses of £7,133,726 (2022: £6,183,887) as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
280,474
280,474
280,474
280,474
SENTRYBAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Stephen Grayson ACA FCCA
Statutory Auditor:
UHY Hacker Young Manchester LLP
Date of audit report:
27 August 2024
11
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
-
0
118,420
12
Events after the reporting date

On 26 January 2024 the entire share capital of Sentrybay Holdings Limited was acquired by Sentinel Bidco Limited.

13
Related party transactions

As at the year end the company was owed £nil (2022 - £24,921) by D L Waterson and £nil (2022 - £31,864) by M A Whittington, who are directors of the company. The balances have been written off as part of the restructure.

 

The company purchased services with a value of £56,495 (2022 - £55,000) from P&V Business Consultants Limited, a company for which D A Sharples is a director.

 

The company purchased services with a value of £121,713 (2022 - £nil) from Chalk Futures Limited, a company for which T Royston-Webb is a director.

 

At the year end the company owes £732,147 (2022 - £nil) to Blazehill Capital Limited. This amount is included in other creditors and consists of interest on the long-term loan.

14
Parent company

The immediate parent company is Sentrybay Holdings Limited, registered in England & Wales.

 

The ultimate parent company is Sentinel Topco Limited, registered in England & Wales.

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