Company Registration No. 13558584 (England and Wales)
Project Panda Bidco Limited
Annual report and financial statements
for the year ended 31 December 2023
Project Panda Bidco Limited
Company information
Directors
Anton Round
Alastair Shaw
Stephen Herniman
Hannah Haigh
Philip Frame
(Appointed 19 May 2023)
Company number
13558584
Registered office
Irongate House
30 Dukes Place
London
EC3A 7LP
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Project Panda Bidco Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Income statement
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
Project Panda Bidco Limited
Strategic report
For the year ended 31 December 2023
1

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

Whilst Project Panda Bidco Limited is a holding company, through its investment in its subsidiaries, the principal activity of the group is that of specialist recruitment consultants providing both interim (contract) and permanent staff within the Life Sciences industry.

These financial statements present the standalone results for Project Panda Bidco Limited with the group preparing consolidated accounts at Topco level.

The group currently employs over 150 staff across hubs in New York, San Francisco, San Diego, London and Berlin.

Successful developments and achievements for the group in a challenging period include:

Key performance indicators

The directors do not consider there to be any meaningful key performance indicators due to this being a company with no revenue and only holding loan notes and external debt.

Principal risks and uncertainties

The principal risks and uncertainties facing the company are those that would have an impact on the value of the investment in its subsidiaries and, therefore, wider group. Below we consider the risks and uncertainties of that group.

The group operates within multiple currencies and is, therefore, exposed to foreign exchange risk. However, this exposure is monitored by continually reviewing foreign exchange rates, and any conversions are done at the smallest spread available.

The group have bank accounts in all currencies in which we transact, and all contractors are paid and billed in the same currency to create a natural hedge.

After the transaction in September 2021, the majority of the debt provided by HSBC was redenominated into USD (from GBP) hence creating a further hedge against foreign exchange movements.

The group are also exposed to interest rate risk having a debt facility which is linked to SONIA. In order to mitigate this risk, the group have taken out an Interest Rate Cap with HSBC.

Liquidity

With economic uncertainty continuing to have macro-economic consequences throughout the duration of the reporting period, there was a risk that clients may have held on to cash longer than usual hence leading to a cash-flow squeeze as we continue to pay our contractors in a timely manner. This expected downturn, however, did not materialise. After the transaction in September 2021, the group now holds a £4m RCF facility with HSBC which is not being utilised and remains in a strong cash position as we continue to trade as efficiently as possible.

Project Panda Bidco Limited
Strategic report (continued)
For the year ended 31 December 2023
2

On behalf of the board

Hannah Haigh
Director
12 July 2024
Project Panda Bidco Limited
Directors' report
For the year ended 31 December 2023
3

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

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Anton Round
Alastair Shaw
Stephen Herniman
Hannah Haigh
Raymond Stenton
(Resigned 19 May 2023)
Philip Frame
(Appointed 19 May 2023)
Auditor

Saffery LLP have expressed their willingness to remain in office.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

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:

 

 

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

Project Panda Bidco Limited
Directors' report (continued)
For the year ended 31 December 2023
4
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Hannah Haigh
Director
12 July 2024
Project Panda Bidco Limited
Independent auditor's report
To the members of Project Panda Bidco Limited
5
Opinion

We have audited the financial statements of Project Panda Bidco Limited (the 'company') for the year ended 31 December 2023 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 Auditor's 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 UK, including the FRC’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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

Project Panda Bidco Limited
Independent auditor's report (continued)
To the members of Project Panda Bidco Limited
6
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 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's 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 auditor's 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

 

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

Project Panda Bidco Limited
Independent auditor's report (continued)
To the members of Project Panda Bidco Limited
7

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 2006. Our 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 auditor's 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.

Richard Collis (Senior Statutory Auditor)
For and on behalf of Saffery LLP
12 July 2024
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
Project Panda Bidco Limited
Income statement
For the year ended 31 December 2023
8
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Administrative expenses
(827,929)
(5,263,414)
Other operating income
185,237
197,305
Operating loss
3
(642,692)
(5,066,109)
Investment income
5
-
4,896,313
Finance costs
6
(2,691,183)
(3,654,629)
Other gains and losses
7
(247,265)
443,307
Loss before taxation
(3,581,140)
(3,381,118)
Tax on loss
8
385,603
525,804
Loss and total comprehensive income for the financial year
(3,195,537)
(2,855,314)
Project Panda Bidco Limited
Statement of financial position
As at 31 December 2023
9
2023
2022
Notes
£
£
£
£
Non-current assets
Investments
9
45,828,874
45,828,874
Current assets
Deferred tax asset
12
911,407
525,804
Trade and other receivables
11
398,550
566,268
Cash and cash equivalents
789
350
1,310,746
1,092,422
Current liabilities
13
(4,755,789)
(2,015,926)
Net current liabilities
(3,445,043)
(923,504)
Total assets less current liabilities
42,383,831
44,905,370
Non-current liabilities
13
(46,758,801)
(46,084,803)
Net liabilities
(4,374,970)
(1,179,433)
Equity
Called up share capital
16
1,675,881
1,675,881
Retained earnings
(6,050,851)
(2,855,314)
Total equity
(4,374,970)
(1,179,433)

These financial statements have been prepared 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 12 July 2024 and are signed on its behalf by:
Stephen Herniman
Director
Company Registration No.13558584
Project Panda Bidco Limited
Statement of changes in equity
For the year ended 31 December 2023
10
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 9 August 2021
-
-
0
-
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
(2,855,314)
(2,855,314)
Transactions with owners in their capacity as owners:
Issue of share capital
16
1,675,881
-
1,675,881
Balance at 31 December 2022
1,675,881
(2,855,314)
(1,179,433)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(3,195,537)
(3,195,537)
Balance at 31 December 2023
1,675,881
(6,050,851)
(4,374,970)
Project Panda Bidco Limited
Notes to the financial statements
For the year ended 31 December 2023
11
1
Accounting policies
Company information

Project Panda Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Irongate House, 30 Dukes Place, London, EC3A 7LP.

 

The company's principal activities and nature of its operations are disclosed in the Directors' report.

 

The prior period represented 8 September 2021 - 31 December 2022 following incorporation in order to align with the trading subsidiaries. The current year represents the full 12 months to 31 December 2023 and so is not wholly comparable.

1.1
Reporting period

The comparative financial period comprised of the 17 month period ended 31 December 2022 and is not directly comparable to the current year ended 31 December 2023. The prior period was a longer period of account from date of incorporation on 10 August 2021 to 31 December 2022 to make it co-terminus with the rest of the group.

1.2
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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, except for the revaluation of . The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

 

As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to share based payments, financial instruments, capital management, presentation of a cash flow statement, presentation of comparative information in respect of certain assets, standards not yet effective, impairment of assets, business combinations, discontinued operations and related party transactions.

Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
12

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

The results of Project Panda Bidco are included in the consolidated financial statements of Project Panda Topco Limited and are available from its registered office, Irongate House, 30 Dukes Place, London, England, EC3A 7LP.

1.3
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

The directors have forecast profit and loss, financial position and cash flows up to 31 December 2025. In the opinion of the directors, there are no key assumptions in deriving these forecasts in which a reasonably possible change could result in a material uncertainty over going concern.

 

As set out in note 14, bank loans are not due for repayment until 2027.

 

On the basis of the matters above, directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Non-current investments

Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

 

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Cash and cash equivalents

Cash and cash equivalents 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.

1.6
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Where there has not been a significant increase in exposure to credit risk since initial recognition, a lifetime credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of the expected credit loss recognised is adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
13
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.7
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.8
Equity instruments

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

1.9
Derivatives

Derivatives, including foreign exchange contracts, are financial assets held at fair value through profit or loss. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at each reporting date. Changes in the fair value of derivatives are recognised in profit or loss unless hedge accounting is applied. Hedge accounting is not applied as the technical requirements of IFRS 9 'Financial Instruments' are not met.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instruments is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

 

The categorisation at fair value measurements between the different levels of the fair value hierarchy set out in IFRS 13 'Fair Value Measurement' depends on the degree to which the input to the fair value measurements are observable and the significance of the inputs to the fair value measurement.

 

The three levels are :

1.10
Taxation

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

Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
14
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, except when it relates to items charged or credited directly to 'other comprehensive income', in which case the deferred tax is also dealt with in 'other comprehensive income'. 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
Foreign exchange

Transactions in currencies other than the functional currency are initially recorded at the exchange rate prevailing on the date of the transaction.

 

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

 

All translation differences are taken to profit or loss, except to the extent that they relates to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

1.12

Finance costs

Interest expenses are accrued with reference to the principal outstanding at the effective interest rate, and expenses as incurred.

1.13

Long term employment benefits

The manager loan notes and preferences shares issued on the acquisition have interest charged which are treated as remuneration cost to the employees of the Group. These obligations are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period, using the effective interest rate method.

Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
15
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these 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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Impairment of investments

At the end of each reporting period, entities are required to assess whether there is any indication that an asset may be impaired (ie carrying amount exceeds recoverable amount). Where an indication exists, the entity is required to estimate the recoverable amount. The directors assess the on-going performance of the investments with reference to profit and cashflow.

 

In the current year the directors considered there was an indicator of impairment and so prepared a discounted cash flow forecast to assess whether a provision was required. Based on forecasts and estimates used, the directors were satisfied that the carrying amount continued to exceed the recoverable amount and so no impairment was required.

Key sources of estimation uncertainty
Valuation of derivative financial instruments

The categorisation of fair value measurements between the different levels of the fair value hierarchy set out in IFRS 13 Fair Value Measurement depends on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement.

The three levels are:

 

 

The entity entered into a number of derivative assets contracts to manage the foreign exchange risk of the HSBC bank loan between the USD and GBP amounts. Derivative assets contracts for the purchase of USD are classified as Level 2 instruments. At the period end date the derivative asset contract was 285,348 (2022: £532,613 (see note 11).

3
Operating loss
Year ended
Period ended
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(554,130)
1,456,657
Fees payable to the company's auditor for the audit of the company's financial statements
25,237
15,000
Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
16
4
Employees

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

Year ended
Period ended
2023
2022
Number
Number
Total
5
6

Their aggregate remuneration comprised:

Year ended
Period ended
2023
2022
£
£
Remuneration
729,391
1,001,919

During the current year, statutory directors of the company were remunerated through another group entity and as a result no direct remuneration was recognised in Project Panda Bidco Limited.

 

The remuneration cost above relates to the unwinding of notional interest attached to the manager loan notes which arose on the acquisition of the subsidiaries and is treated as remuneration.

5
Investment income
Year ended
Period ended
2023
2022
£
£
Income from fixed asset investments
Income from shares in group undertakings
-
0
4,896,313
6
Finance costs
Year ended
Period ended
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,078,384
1,056,961
Interest on other loans
1,612,799
2,597,668
2,691,183
3,654,629
Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
17
7
Other gains and losses
Year ended
Period ended
2023
2022
£
£
Change in value of financial assets at fair value through profit or loss
(247,265)
443,307
Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
18
8
Taxation
Year ended
Period ended
2023
2022
£
£
Deferred tax
Origination and reversal of temporary differences
(223,056)
(399,611)
Changes in tax rates
-
0
(126,193)
Adjustment in respect of prior periods
(162,547)
-
0
(385,603)
(525,804)

The charge for the year can be reconciled to the loss per the income statement as follows:

Year ended
Period ended
2023
2022
£
£
Loss before taxation
(3,581,140)
(3,381,118)
Expected tax credit based on a corporation tax rate of 23.52% (2022: 19.00%)
(842,284)
(642,412)
Effect of expenses not deductible in determining taxable profit
671,008
1,173,100
Change in unrecognised deferred tax assets
5,124
-
0
Deferred tax adjustments in respect of prior years
(162,547)
-
Remeasurement of deferred tax for changes in tax rates
(56,904)
(126,193)
Group income
-
(930,299)
Taxation credit for the year
(385,603)
(525,804)
9
Investments
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Investments in subsidiaries
-
-
45,828,874
45,828,874
Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
19
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
shares held
% Held
Direct
Meet Recruitment Limited
Irongate House, 30 Dukes Place, London, EC3A 7HX
Recruitment services
Ordinary
100.00
Meet Recruitment Inc
408 Broadway Floor 4, New York, NY10013
Recruitment services
Common stock
100.00
Meet Personalberatung GmbH
Trogerstrabe 23, 81675 Munchen
Recruitment services
Ordinary
100.00
Meet Group Limited
Irongate House, 30 Dukes Place, London, EC3A 7HX
Holding company
Ordinary
100.00
11
Trade and other receivables
2023
2022
£
£
VAT recoverable
33,224
31,240
Amounts owed by fellow group undertakings
78,603
-
0
Derivative financial instruments
285,348
532,613
Prepayments and accrued income
1,375
2,415
398,550
566,268
Deferred tax asset
911,407
525,804
1,309,957
1,092,072

In February 2022, the entity purchased a derivative asset contract for £89,306. The derivative asset contract has been used to manage the foreign exchange risk of the HSBC bank loan between the USD and GBP amount. Hedge accounting is not applied as the technical requirements of IFRS 'Financial Instruments' are not met. Gains and losses on these derivatives are recorded in the entity's income statement within other gains and losses.

 

At the reporting date, a £247,265 loss (2022: £443,307 gain) was recognised in the profit and loss in relation to the derivate asset contract.

 

Derivative asset contracts for the purchase of USD dollars are classified as Level 2 instruments and are fair valued based on inputs which are observable for the derivatives but which are not quoted prices included within Level 1.

Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
20
12
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Tax losses
£
Balance at 1 January 2022
-
0
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(525,804)
Asset at 1 January 2023
(525,804)
Deferred tax movements in current year
Charge/(credit) to profit or loss
(385,603)
Asset at 31 December 2023
(911,407)
13
Liabilities
Current
Non-current
2023
2022
2023
2022
Notes
£
£
£
£
Borrowings
14
520,000
520,372
46,758,801
46,084,803
Trade and other payables
15
4,235,789
1,495,554
-
0
-
0
4,755,789
2,015,926
46,758,801
46,084,803
14
Borrowings
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Borrowings held at amortised cost:
Bank loans
520,000
520,372
12,934,952
13,873,754
Loans from related parties
-
-
33,823,849
32,211,049
520,000
520,372
46,758,801
46,084,803
Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
14
Borrowings (continued)
21

On 3 September 2021, the following loans were drawn down:

 

HSBC bank loans were drawn down which consist of Term A, Term B and a revolving credit facility. On the 8 September 2021, both Terms A and B were part exchanged in US dollar loans.

 

 

Both the term A and B loans are subject to a cashflow cover, adjusted leverage, minimum cash and minimum EBITDA covenant which are assessed on a quarterly basis. Due to current economic conditions impacting the life sciences sector it has been agreed with HSBC that the next cash flow covenant will be 31 March 2025 and the adjustment leverage covenant will be 31 December 2024.

 

Secured manager loan notes of £8,090,368 were drawn down to certain vendors as part of the consideration of Meet Group Limited, these loans are due for repayment in September 2027. The effective interest rate calculated is 4.6% per annum.

 

Secured investor loan notes were drawn down of £21,524,000 net of issue costs owed to North Edge Capital Fund III LP and North Edge Co Investment III LP. The loans are due for repayment in September 2027 with an effective rate of interest calculated at 8.4% (2022: 7.3%). The effective rate of interest was adjusted in the year to take into account a change in the expected life of the liability, therefore increasing the period over which the costs were to be spread. This facility is secured by North Edge Capital LLP and contain fixed and floating charges over the assets of the company.

 

All loans mature within 4 years of the year end date.

15
Trade and other payables
2023
2022
£
£
Trade payables
1,500
2,541
Amounts owed to fellow group undertakings
2,176,830
491,094
Other payables
2,057,459
1,001,919
4,235,789
1,495,554
16
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
1,675,881,000
1,675,881,000
1,675,881
1,675,881

The ordinary shares have full voting, dividend and capital distribution rights, including on winding up.

Project Panda Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
22
17
Related party transactions

Secured manager loan notes of £8,090,368 were drawn down to certain vendors as part of the consideration for the acquisition of Meet Group Limited and are due for repayment in September 2027. The effective interest calculated is 4.6% per annum. The closing balance at year-end is £9,407,220 (2022: £9,582,951).

 

Secured investor loan notes were drawn down for £21,524,000 net of issue costs owed to North Edge Capital Fund III LP and North Edge Co Investment III LP. The loans are due for repayment in September 2027 with an effective rate of interest calculated at 8.4% (2022: 7.3%). This facility is secured by North Edge Capital LP and contains fixed and floating charges over the assets of the company. The closing balance at year-end is £26,002,112 (2022: £23,630,017). NorthEdge Capital LLP is considered to be a related party given they are the majority shareholder and beneficiary owner of the Group.

18
Controlling party

The ultimate parent is Project Panda Topco Limited. The Directors do not consider there to be an ultimate controlling party of the ultimate parent company.

 

The publicly available accounts of Project Panda Topco Limited can be obtained from Irongate House, 30 Dukes Place, London, England, EC3A 7LP.

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