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REGISTERED NUMBER: 04206540 (England and Wales)











Audited Financial Statements

for the Year Ended 31 March 2023

for

Underbelly Ltd

Underbelly Ltd (Registered number: 04206540)






Contents of the Financial Statements
for the Year Ended 31 March 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Underbelly Ltd

Company Information
for the Year Ended 31 March 2023







DIRECTORS: C B M Wood
E A A Bartlam
T L Page



SECRETARY: T L Page



REGISTERED OFFICE: 4th Floor
36-38 Hatton Garden
London
Greater London
EC1N 8EB



REGISTERED NUMBER: 04206540 (England and Wales)



SENIOR STATUTORY AUDITOR: Mr Christopher Haywood FCA CTA



AUDITORS: Haywood & Co LLP
Kevan Pilling House
1 Myrtle Street
Bolton
Lancashire
BL1 3AH

Underbelly Ltd (Registered number: 04206540)

Balance Sheet
31 March 2023

2023 2022
Notes £    £   
FIXED ASSETS
Tangible assets 4 2,554,578 2,515,406
Investments 5 41,840 189,553
2,596,418 2,704,959

CURRENT ASSETS
Debtors 6 2,110,288 4,226,123
Cash at bank 256,191 229,191
2,366,479 4,455,314
CREDITORS
Amounts falling due within one year 7 (6,491,230 ) (5,125,824 )
NET CURRENT LIABILITIES (4,124,751 ) (670,510 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,528,333

)

2,034,449

CREDITORS
Amounts falling due after more than one
year

8

(1,553,331

)

(3,277,735

)
NET LIABILITIES (3,081,664 ) (1,243,286 )

CAPITAL AND RESERVES
Called up share capital 21 21
Revaluation reserve 9 7,116 154,829
Retained earnings (3,088,801 ) (1,398,136 )
SHAREHOLDERS' FUNDS (3,081,664 ) (1,243,286 )

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 Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2024 and were signed on its behalf by:





C B M Wood - Director


Underbelly Ltd (Registered number: 04206540)

Notes to the Financial Statements
for the Year Ended 31 March 2023

1. STATUTORY INFORMATION

Underbelly Ltd 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.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
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. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates
Significant judgement has been applied in regards to Depreciation, Accrued Income and Prepayments, Accruals and Deferred Income.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery etc - 10% on reducing balance

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Taxation
Taxation for the year 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 balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 year 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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Underbelly Ltd (Registered number: 04206540)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

2. ACCOUNTING POLICIES - continued

Going concern
At the time of approving the accounts the directors are confident that the company has adequate resources to continue to operate for the foreseeable future for the following reasons:

- The company returned to profitability and recorded a strong profit in the year to 31 March 2024, relating in particular to focusing on our established event season and growing their profitability, the introduction of a successful new winter event in the winter of 2023/24, two new financially successful theatre productions, and a new venue operation which returned an operating profit in the first six months of its operation.

- The company has had a strong first five months of the year from 1 April 2024, again due to focusing on our established event season with positive forecasts for the remaining year to 31 March 2025.

- In addition, the business has secured since 31 March 2023 new medium-term financing to assist in forward cashflow and development of new events and shows.

The 2 year Cashflow to 31 March 2026 produced by management show positive cash returns and an ability to meet funding requirements. The directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 26 (2022 - 25 ) .

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 April 2022 4,186,585
Additions 323,014
At 31 March 2023 4,509,599
DEPRECIATION
At 1 April 2022 1,671,180
Charge for year 283,841
At 31 March 2023 1,955,021
NET BOOK VALUE
At 31 March 2023 2,554,578
At 31 March 2022 2,515,405

Underbelly Ltd (Registered number: 04206540)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

5. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST OR VALUATION
At 1 April 2022 189,553
Impairments (147,713 )
At 31 March 2023 41,840
NET BOOK VALUE
At 31 March 2023 41,840
At 31 March 2022 189,553

Cost or valuation at 31 March 2023 is represented by:

Shares in
group
undertakings
£   
Valuation in 2021 154,829
Valuation in 2023 (147,713 )
Cost 34,724
41,840

6. DEBTORS
2023 2022
£    £   
Amounts falling due within one year:
Trade debtors 392,772 274,904
Other debtors 1,717,516 3,501,219
2,110,288 3,776,123

Amounts falling due after more than one year:
Other debtors - 450,000

Aggregate amounts 2,110,288 4,226,123

Underbelly Ltd (Registered number: 04206540)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

6. DEBTORS - continued

Included in other debtors is a balance due from Underbelly Asia Ltd, a company registered in Hong Kong and a wholly owned subsidiary of Underbelly Ltd, of £484,465 (2022: £453,617).

There is a strong appetite and interest for Underbelly shows and live entertainment events across the Middle East, Asia and the Pacific regions.

Underbelly Asia is currently in negotiations with several potential partners with the intention of producing shows from 2025 onwards, including La Clique which enjoyed a successful run in Singapore in 2021.

The directors therefore expect future positive cashflow from the operation of Underbelly Asia Ltd and that the outstanding amounts will be paid in full.

There is a further balance due from By Popular Demand Promotions, the majority shareholder in Underbelly
Ltd, which acts as a holding company of £351,131 (2022: £333,615).

Currently By Popular Demand Promotions Ltd does not have sufficient reserves to settle the outstanding
amount.

The balance is expected to be settled by dividends from Underbelly Ltd's future profits in line with any
conditions imposed by bank borrowings.

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts 440,000 460,103
Trade creditors 3,261,134 2,058,896
Taxation and social security 1,415,168 416,962
Other creditors 1,374,928 2,189,863
6,491,230 5,125,824

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Bank loans 953,331 1,393,332
Other creditors 600,000 1,884,403
1,553,331 3,277,735

Creditors falling due after more than one year include the following amounts:

Long-term bank loans 1-2 years of £440,000 (2022: £440,000)

Long-term bank loans 2-5 years of £513,331 (2022: £953,332)

Other long-term loans of £600,000 (2022: £600,000), this loan is not repayment until the bank CBILs loan has been repaid.

Underbelly Ltd (Registered number: 04206540)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

9. RESERVES
Revaluation
reserve
£   
At 1 April 2022 154,829
Reserve transfer (147,713 )

At 31 March 2023 7,116

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.


We, as auditors, draw your attention to the following notes in light of the loss during the financial year and the negative balance sheets position:

The going concern note in Note 2 Accounting Policies.

The post balance sheet events note in Note 14 Post Balance Sheet Events.

Mr Christopher Haywood FCA CTA (Senior Statutory Auditor)
for and on behalf of Haywood & Co LLP

11. OTHER FINANCIAL COMMITMENTS

The company has material annual rental obligations of offices and venues totalling £560,000.

12. RELATED PARTY DISCLOSURES

There is an amount due from the parent company of £351,131 (2022: £333,615).

Interest has been charged on the amounts loaned to the parent company of £17,365 (2022: £10,039).

Interest has been charged on the amounts loaned from the directors of £31,222 (2022: £16,815).

During the year the company sold its investment in KKC Productions Ltd for £84,001.

13. FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

Underbelly Ltd (Registered number: 04206540)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

14. POST BALANCE SHEET EVENTS

The company returned to profitability and recorded a strong profit in the year to 31 March 2024, relating in particular to focusing on our established event season and growing their profitability, the introduction of a successful new winter event in the winter of 2023/24, two new financially successful theatre productions, and a new venue operation which returned an operating profit in the first six months of its operation.

The company has had a strong first five months of the year from 1 April 2024, again due to focusing on our established event season with positive forecasts for the remaining year to 31 March 2025.

Events in the year ending 31 March 2024 and in the first six months of 31 March 2025 have shown a return close to pre-pandemic levels of audience attendance which has increased turnover, and outweighed increases in operating costs due to higher than expected inflation.

In addition, the business has secured since 31 March 2023 new medium term finance to assist in forward cashflow and development of new events and shows.

15. ULTIMATE CONTROLLING PARTY

Mr C Wood and Mr E Bartlam are managing directors and majority shareholders through their holding company By Popular Demand Promotions Ltd, a company registered in England and Wales, registered office 4th Floor, 36-38 Hatton Garden, London, EC1N 8EB.