Year Ended
Registration number:
Flydocs Systems (Midco) Limited
Contents
Company Information |
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Strategic Report |
|
Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
Flydocs Systems (Midco) Limited
Company Information
Directors |
Mr A Fischer Mr N Koerner |
Registered office |
|
Bankers |
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Auditors |
|
Flydocs Systems (Midco) Limited
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Principal activity
The principal activity of the company is that of a holding company.
Review of the business
The company is an intermediate holding company within the Flydocs Systems (Topco) Limited group. The performance of the Flydocs Systems (Topco) Limited group is described in detail in the strategic report and consolidated financial statements of that company.
During the year the company continued its role as intermediate holding company providing investment in subsidiaries funded by group debt finance. The profit before tax for the year of £78,749 (2022 - £78,750) is as anticipated by the directors. The company's net assets increased to £366,561 (2022 - £303,556).
Principal risks and uncertainties
The company does not operate independently of the rest of the Flydocs Systems (Topco) Limited group and therefore the principal risks and uncertainties, as discussed in the group financial statements, are those most relevant to the company.
Approved by the
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Flydocs Systems (Midco) 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 of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The company holds a variety of intra-group borrowings and an investment in subsidiary, all of which are deemed to be basic financial instruments, in order to fund the investment made in subsidiary undertakings and fulfil the company's role as intermediate holding company.
Price risk, credit risk, liquidity risk and cash flow risk
The company has a combination of fixed interest rate and interest free debt instruments and does not have exposure to foreign exchange transactions. Price risk, credit risk, liquidity risk and cash flow risk are therefore mitigated. The directors of the company monitor the group performance and thus valuation of intra-group balances on an ongoing basis.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved by the
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Flydocs Systems (Midco) Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
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 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.
Flydocs Systems (Midco) Limited
Independent Auditor's Report to the Members of Flydocs Systems (Midco) Limited
Opinion
We have audited the financial statements of Flydocs Systems (Midco) Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of 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 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 profit 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 auditor 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 Financial Reporting Councils’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 director's 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 original financial statements were 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 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.
Flydocs Systems (Midco) Limited
Independent Auditor's Report to the Members of Flydocs Systems (Midco) Limited
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities (set out on page 4), 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 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.
Based on our understanding of the Company and industry, key laws and regulations that we identified included:
• |
Companies Act; and |
• |
Tax legislation. |
Flydocs Systems (Midco) Limited
Independent Auditor's Report to the Members of Flydocs Systems (Midco) Limited
We identified that the principal risk of fraud and non compliance with laws and regulations related to:
• |
Management bias in respect of accounting estimates and judgements made; |
• |
Management override of control; and |
• |
Posting of unusual journals or transactions. |
We focussed on those areas that could give rise to a material misstatement in the Company's financial statements.
Our procedures included, but were not limited to:
• |
Enquiry of management and those charged with governance around actual and potential litigation and claims including instances of non compliance with laws and regulations and fraud; |
• |
Reviewing minutes of meetings of those charged with governance, where available; |
• |
Reviewing legal expenditure in the year to identify instances of non compliance with laws and regulations and fraud; |
• |
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and |
• |
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Flydocs Systems (Midco) Limited
Independent Auditor's Report to the Members of Flydocs Systems (Midco) Limited
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 bady, for our audit work, for this report, or for the opinions we have formed.
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158 Edmund Street
B3 2HB
Flydocs Systems (Midco) Limited
Profit and Loss Account
Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Administrative expenses |
( |
( |
|
Operating profit |
176,571 |
102,032 |
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
Flydocs Systems (Midco) Limited
Balance Sheet
31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
- |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
1 |
1 |
|
Profit and loss account |
366,560 |
303,555 |
|
Shareholders' funds |
366,561 |
303,556 |
Approved and authorised by the
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Company Registration Number: 09257311
Flydocs Systems (Midco) Limited
Statement of Changes in Equity
Year Ended 31 December 2023
Share capital |
Profit and loss account |
Total |
|
At 1 January 2023 |
|
|
|
Profit for the year |
- |
|
|
At 31 December 2023 |
|
|
|
Share capital |
Profit and loss account |
Total |
|
At 1 January 2022 |
|
|
|
Profit for the year |
- |
|
|
At 31 December 2022 |
1 |
303,555 |
303,556 |
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. There are no material departures from FRS 102.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentational and functional currency of the company is considered to be pounds sterling.
All amounts have been rounded to the nearest £1 sterling, unless otherwise indicated.
Summary of disclosure exemptions
The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its individual financial statements on the basis that it is included in the consolidated financial statements of Flydocs Systems (Topco) Limited, a company incorporated in England & Wales, which can be obtained from Lewis Building, Bull Street, Birmingham, B4 6AF. Exemptions have been taken in relation to financial instruments, presentation of a cash flow statement, intra-group transactions and remuneration of key management.
Group accounts not prepared
The company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent company, Flydocs Systems (Topco) limited, a company incorporated in England & Wales
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Going concern
Notwithstanding net current liabilities of £8,489,885 (2022 - £4,318,903), the directors, having made all necessary enquiries, and in light of the performance and position of the group of which the company is a member, are satisfied that the company has adequate resources to continue operationally for the foreseeable future, and hence are satisfied that the going concern basis of preparation remains appropriate.
Key accounting judgements and sources of estimation uncertainty
In the application of the company's accounting policies management is required to make estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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.
In the opinion of the directors, there are no key judgements as at 31 December 2023..
The key estimate that has a significant effect of the amounts recognised in the financial statements are as follows.
Investments in subsidiary undertakings are held at cost less impairment. In considering whether the carrying value of the investment is recoverable, the directors estimate any impairment which may need to be recognised in respect of the investment. The carrying amount is £8,856,446 (2022 - £8,856,446).
Revenue recognition
Turnover represents amounts chargeable, net of value added tax, in respect of the sale of management services to fellow group companies. Revenue is recognised upon delivery of the service.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Investments
Investments in subsidiaries are measured at cost less impairment.
Reserves
Share capital represents the nominal value of shares that have been issued.
The profit and loss account includes all current and prior period accumulated retained profits and losses.
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Financial instruments
Classification
• Short term intercompany and other debtors and creditors;
• Short term interest bearing intercompany loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Short term intercompany debtors and creditors are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Short term interest bearing intercompany loans are initially measured at transaction price, including transaction costs, and are subsequently measured at amortised cost.
Impairment
Financial guarantee contracts
This disclosure box set not to appear in S1A template - in full FRS102 this will need to deleted if not required
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Rendering of services |
|
|
All turnover arose within the United Kingdom.
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Staff costs |
There were
Auditor's remuneration |
2023 |
2022 |
|
Audit of the financial statements |
|
|
Other interest receivable and similar income |
2023 |
2022 |
|
Other finance income |
|
|
Interest payable and similar expenses |
2023 |
2022 |
|
Interest payable on loans from group undertakings |
|
|
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Taxation |
Tax charged/(credited) in the profit and loss account
2023 |
2022 |
|
Current taxation |
||
Group relief payable/(receivable) |
15,744 |
12,804 |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Group relief surrendered |
( |
( |
Total tax charge |
|
|
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Fixed asset investments |
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2023 and 31 December 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
|||
Subsidiary undertakings |
||||
|
Lewis Building
|
Ordinary |
|
|
United Kingdom |
||||
|
Lewis Building
|
Ordinary |
|
|
United Kingdom |
||||
|
Intivia Tower, Plot No. 117,
|
Ordinary |
|
|
India |
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
C/o Corporation Trust Company
|
Ordinary |
|
|
United States of America |
The Company's investments in Gen2 Systems Limited, Flydocs India Private Limited and Flydocs Inc are held indirectly.
Subsidiary undertakings |
Flydocs Systems Limited The principal activity of Flydocs Systems Limited is |
Gen2 Systems Limited The principal activity of Gen2 Systems Limited is |
Flydocs India Private Limited The principal activity of Flydocs India Private Limited is |
Flydocs Inc The principal activity of Flydocs Inc is |
Debtors |
2023 |
2022 |
|
Amounts owed by group undertakings |
|
|
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Creditors |
Note |
2023 |
2022 |
|
Due within one year |
|||
Loans and borrowings |
|
|
|
Amounts due to group undertakings |
|
|
|
Accruals |
|
|
|
|
|
||
Due after one year |
|||
Loans and borrowings |
- |
|
Loans and borrowings |
Current loans and borrowings
2023 |
2022 |
|
Other borrowings |
|
|
Non-current loans and borrowings
2023 |
2022 |
|
Other borrowings |
- |
|
Other borrowings
The first loan is an intra-group loan denominated in sterling with a nominal interest rate of SONIA + 0.77%, and the final instalment is due on 30 November 2024. The carrying amount at year end is £2,414,728 (2022 - £4,833,987).
The second loan of £4,700,000 (2022 - £4,700,000) due to Flydocs Systems (Topco) Limited is interest free, unsecured and is repayable on demand.
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
Ordinary shares of £1 each |
1 |
1 |
1 |
1 |
Flydocs Systems (Midco) Limited
Notes to the Financial Statements
Year Ended 31 December 2023
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences and restrictions: |
Contingent liabilities |
The Company is registered for VAT in the United Kingdom as part of a VAT group, and so is jointly liable for any VAT owed with the members of the group. The current members are:
Gen2 Systems Limited
Flydocs Systems (Midco) Limited
Flydocs Systems (TopCo) Limited
Flydocs Systems Limited
At the year end the group liability was £3,683 (2022 - £nil).
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The parent of the smallest group in which these financial statements are consolidated is
The address of Flydocs Systems (Topco) Limited is:
Related party transactions |
Group companies
Summary of transactions with parent
During the period, the Company recognised an expense within its current tax charge £15,744 (2022 - £12,234) payable to a member of the wider Deutsche Lufthansa AG group in respect of tax losses received. At the period end, the balance due to the fellow subsidiary was £15,744 (2022 - £12,234).