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Registered Number:13225204













SARAH MIDCO 2 LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
SARAH MIDCO 2 LIMITED
 

COMPANY INFORMATION


Directors
D Cumming 
A Mainwaring 
A Majumdar (resigned 10 February 2023)
N Nicolson 
G O'Neil 




Registered number
13225204



Registered office
47 Queen Anne Street
Marylebone

London

United Kingdom

W1G 9JG




Independent auditors
Anderson Anderson & Brown Audit LLP

133 Finnieston Street

Glasgow

G3 8HB





 
SARAH MIDCO 2 LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14


 
SARAH MIDCO 2 LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their strategic report for the year ended 31 December 2023.

Business review
 
Significant growth in 2023 has been driven by demand for Systal's class leading portfolio of managed and
transformation services. This organic trend will continue in 2024, underpinned by extended commitments from
Systal long term customer relationships and new global service success stories together with Systal US and
Systal APAC.

Principal risks and uncertainties
 
The main risks and uncertainties affecting the company continue to be competition within the IT industry,
shortages of skilled staff and settlement of accounts.

Financial key performance indicators
 
The Directors have concluded that analysis using key performance indicators to gain an understanding of the
development, performance or position of the company's business is not required due to the detail given in the
financial statements.

Financial risk management
 
The company's financial instruments comprise cash at bank, invoice discounting facility, bank loans and hire
purchase facilities. The main purpose of these instruments is to raise adequate finance for the company's
operations.
The main risks arising from the company's financial instruments are interest rate fluctuations and liquidity risk. It
is the company's policy to finance its operations through a mixture of cash and borrowing and to review
periodically the mixture of these instruments with regard to the projected cash flow requirements of the company
at an acceptable level of exposure.

Future developments
 
The company is continuing to develop its worldwide customer base. The company continues to look for further
development opportunities.


This report was approved by the board and signed on its behalf.



N Nicolson
Director

Date: 1 July 2024

Page 1
 

 
SARAH MIDCO 2 LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The Directors who served during the year were:

D Cumming 
A Mainwaring 
A Majumdar (resigned 10 February 2023)
N Nicolson 
G O'Neil 

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsAnderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 2
 

 
SARAH MIDCO 2 LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

This report was approved by the board and signed on its behalf.
 





N Nicolson
Director

Date: 1 July 2024

Page 3
 

 
SARAH MIDCO 2 LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SARAH MIDCO 2 LIMITED
 

Opinion


We have audited the financial statements of Sarah Midco 2 Limited (the 'Company') for the year ended 31 December 2023, which comprise the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its result for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' report thereon.  The Directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 4
 

 
SARAH MIDCO 2 LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SARAH MIDCO 2 LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5
 

 
SARAH MIDCO 2 LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SARAH MIDCO 2 LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
- completing a risk-assessment process during our planning for this audit that specifically considered the risk of
fraud;
- enquiry of management about the company's policies, procedures and related controls regarding compliance
with laws and regulations and if there are any known instances of non-compliance;
- examining supporting documents for all material balances, transactions and disclosures;
- enquiry of management, about litigations and claims and inspection of relevant correspondence
- evaluation of the selection and application of accounting policies related to subjective measurements and
complex transactions;
- analytical procedures to identify any unusual or unexpected relationships;
- specific audit testing on and review of areas that could be subject to management override of controls and
potential bias;
- considering management override of controls outside of the normal operating cycles including testing the
appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation
of the financial statements including evaluating the business rationale of significant transactions, outside the
normal course of business.
We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are
not materially misstated due to non-compliance with laws and regulations or due to fraud or error.
We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all
laws and regulations - this responsibility lies with management with the oversight of the directors.
Based on our understanding of the company and industry, discussions with management and directors we
identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and
disclosures in the financial statements.
As part of the engagement team discussion about how and where the company's financial statements may be
materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of
the financial statements may not be detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from
fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including
deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 6
 

 
SARAH MIDCO 2 LIMITED

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SARAH MIDCO 2 LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Angus McCuaig (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditors
  
133 Finnieston Street
Glasgow
G3 8HB

2 July 2024
Page 7
 

 
SARAH MIDCO 2 LIMITED

REGISTERED NUMBER:13225204

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 4 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 5 
54,334,897
54,334,197

Cash at bank and in hand
  
28
-

  
54,334,925
54,334,197

Creditors: amounts falling due within one year
 7 
(54,334,925)
(54,334,197)

Net current assets
  
 
 
-
 
 
-

Total assets less current liabilities
  
1
1

  

Net assets
  
1
1


Capital and reserves
  

Called up share capital 
 8 
1
1

  
1
1


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




N Nicolson
Director

Date: 1 July 2024

The notes on pages 10 to 14 form part of these financial statements.

Page 8
 

 
SARAH MIDCO 2 LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Total equity

£
£

At 1 January 2023
1
1


At 31 December 2023
1
1


The notes on pages 10 to 14 form part of these financial statements.

Page 9
 

 
SARAH MIDCO 2 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Sarah Midco 2 Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 13225204 and its registered office is 47 Queen Anne Street, Marylebone, London, W1G 9JG.
The principal activity of the company is that of a holding company.
The financial statements are presented in Sterling, which is also the functional currency of the company.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

 
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 Sarah Topco Limited as at 31 December 2023 and these financial statements may be obtained from 47 Queen Anne Street, Marylebone, London, United Kingdom, W1G 9JG.

 
2.3

Going concern

The group depends on its existing bank facilities to meet its day to day working capital requirements. The group expects to be able to operate within these facilities for the whole of the foreseeable future. Additionally, whilst these facilities are reviewed annually, the Directors are not aware of any circumstances that may adversely affect them being renewed.
The Directors have considered their budgets and cashflow forecasts for the next 12 months from the date of signing the financial statements. Having reviewed the projections, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the Directors believe it is appropriate to prepare the financial statements on a going concern basis.

Page 10
 

 
SARAH MIDCO 2 LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

  
2.6

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash on hand and cash at bank with a short term of maturity, being twelve months or less.

 
2.7

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.

 
2.8

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.

  
2.9

Critical accounting judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The directors consider there to be no significant judgements or estimates within the financial statements.

Page 11
 

 
SARAH MIDCO 2 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements

3,500
2,500


4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
1



At 31 December 2023
1





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Sarah Bidco Ltd
47 Queen Anne Street, Marylebone, London, United Kingdom, W1G 9JG.
Holding Company
Ordinary Shares
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Sarah Bidco Ltd
24,979
8,355

Page 12
 

 
SARAH MIDCO 2 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
54,334,197
54,334,197

Other debtors
700
-

54,334,897
54,334,197



6.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
28
-

28
-



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
4,200
-

Amounts owed to group undertakings
54,327,225
54,334,197

Accruals and deferred income
3,500
-

54,334,925
54,334,197



8.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary Shares share of £1.00
1
1



9.


Capital management

Capital comprises of share capital and reserves stated on the balance sheet. The group's objective when managing capital is to safeguard the group's ability to continue as a going concern.
The company manages capital by regularly monitoring its current and expected liquidity requirements rather than using debt/equity ratio analyses. No changes were made in the objective, policies and processes during the year.
The group is subject to externally imposed capital requirements as part of its bank facility arrangements.

Page 13
 

 
SARAH MIDCO 2 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Related party transactions

The company has not entered into any related party transactions during the year.


11.


Controlling party

The ultimate parent company of the group is Sarah Topco Limited, a company incorporated in Great Britain and registered in England and Wales. 
Copies of the consolidated financial statements of the group are available to the public from its registered
office at 47 Queen Anne Street, Marylebone, London, United Kingdom, W1G 9JG.

Page 14