Company registration number 13968897 (England and Wales)
PROJECT ATHENA MIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
PROJECT ATHENA MIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
PROJECT ATHENA MIDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
31 March 2024
31 October 2022
Notes
£
£
£
£
Fixed assets
Investments
3
20,034,432
18,519,425
Current assets
Debtors falling due after more than one year
5
3,146,975
-
0
Debtors falling due within one year
5
-
870,591
3,146,975
870,591
Creditors: amounts falling due within one year
6
(358,515)
(523,815)
Net current assets
2,788,460
346,776
Total assets less current liabilities
22,822,892
18,866,201
Creditors: amounts falling due after more than one year
7
(23,054,390)
(18,913,370)
Net liabilities
(231,498)
(47,169)
Capital and reserves
Called up share capital
9
76,467
13,860
Profit and loss reserves
(307,965)
(61,029)
Total equity
(231,498)
(47,169)

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

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

The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
Mr J Marshall
Director
Company Registration No. 13968897
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
1
Accounting policies
Company information

Project Athena Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 5, Athena Court, Athena Drive, Tachbrook Park, Warwick, Warwickshire, United Kingdom, CV34 6RT.

1.1
Reporting period

In the prior year the account period of the company had been reduced from 31 March 2023 to 31 October 2022 so as to be coterminous with the year-end of its subsidiary company. Accordingly, the financial statements were prepared from the period from incorporation on 10 March 2022 to 31 October 2022.

 

In the current year the period of account was extended to 31 March 2024 to be coterminous with an acquired group entity and accordingly the financial statements have been prepared from 1 November 2022 to 31 March 2024.

1.2
Accounting convention

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

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

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

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

 

Project Athena Midco Limited is a wholly owned subsidiary of Project Athena Topco Limited and the results of Project Athena Midco Limited are included in the consolidated financial statements of Project Athena Topco Limited which are available from the company registered office.

1.3
Going concern

The financial position of the company and group is reflective of the business model of the group and is closely linked to the status and funding of other group undertakings. The preference share capital of £10,189,407 has a fixed rate of dividend and a mandatory redemption date of 30 September 2027 and is therefore carried on the balance sheet as a long-term financial liability, in the financial statements of Project Athena Topco Limited. true

 

The company and group are reliant on the continued support of creditors, including group undertakings, majority shareholders and bankers. The group undertakings and majority shareholders have provided continued commitment of support across all entities, including this company.

 

At the time of approving the financial statements, the directors have a reasonable expectation that the group and company have 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.

 

PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 3 -
1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Unpaid amounts in relation to interest receivable on loan notes are allocated to the principal amount owed annually on 31 October and thus recognised within fixed asset investments.

1.5
Cash and cash equivalents

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

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

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

 

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

 

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

1.7
Equity instruments

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

1.8
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.9

Related parties

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

1.10

Non-trading items

Non-trading items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the company.

PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 5 -
2
Employees

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

2024
2022
Number
Number
Total
2
2
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 6 -
3
Fixed asset investments
2024
2022
£
£
Shares in group undertakings and participating interests
76,467
13,860
Loans to group undertakings and participating interests
19,957,965
18,505,565
20,034,432
18,519,425
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 November 2022
13,860
18,505,565
18,519,425
Additions
62,607
986,482
1,049,089
Interest
-
465,918
465,918
At 31 March 2024
76,467
19,957,965
20,034,432
Carrying amount
At 31 March 2024
76,467
19,957,965
20,034,432
At 31 October 2022
13,860
18,505,565
18,519,425

Loans to subsidiary undertakings are unsecured and interest is charged at rates ranging from 10.0% to 10.5%. All amounts are repayable by 30 September 2027. Loans to subsidiary undertakings comprises of intra-group loans of £14,832,869 (31 October 2022: £13,846,387) and exchange loan notes due to group entities of £4,400,000, plus interest of £725,096 (31 October 2022: £259,178).

 

Interest on exchange loan notes compounds annually on 31 October, as such amounts of £213,429 (31 October 2022: £Nil) are recognised within accruals due in more than one year

 

Interest on intra-group loans is due on 30 September 2027 (31 October 2022: due quarterly in arrears). As at 31 March 2024, interest of £2,933,545 is recognised within other debtors due in more than one year. As at 31 October 2022, interest of £870,591 is recognised within other debtors due within one year.

4
Subsidiaries

Project Athena Bidco Limited acquired 100% of the ordinary share capital of Stalis Limited on 26 January 2024 and thus the company obtained an indirect 100% holding in Stalis Limited from this date.

Details of the company's subsidiaries at 31 March 2024 are as follows:

PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
4
Subsidiaries
(Continued)
- 7 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Egress Limited
Unit 5 Athena Drive, Tachbrook Park, Warwick, England, CV34 6RT
Ordinary
-
100.00
Project Athena Bidco Limited
1 Finsbury Circus, London, United Kingdom, EC2M 7SH
Ordinary
100.00
-
Stalis Limited
Unit 5 Athena Drive, Tachbrook Park, Warwick, England, CV34 6RT
Ordinary
-
100.00
5
Debtors
2024
2022
Amounts falling due within one year:
£
£
Other debtors
-
0
870,591
2024
2022
Amounts falling due after more than one year:
£
£
Other debtors
3,146,975
-
0
Total debtors
3,146,975
870,591

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

 

All assets are secured by fixed and floating charges relating to a group bank loan facility.

6
Creditors: amounts falling due within one year
2024
2022
£
£
Amounts owed to group undertakings
358,515
109,542
Accruals and deferred income
-
0
414,273
358,515
523,815

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

7
Creditors: amounts falling due after more than one year
2024
2022
Notes
£
£
Other borrowings
8
21,098,871
18,913,370
Accruals and deferred income
1,955,519
-
0
23,054,390
18,913,370
PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 8 -
8
Loans and overdrafts
2024
2022
£
£
Loans from group undertakings and related parties
13,034,773
11,582,371
Other loans
8,064,098
7,330,999
21,098,871
18,913,370
Payable after one year
21,098,871
18,913,370

Other loans are in relation to unsecured loan notes and bear a fixed interest rate of 10%. All amounts are repayable by 30 September 2027. During the prior period, these borrowings were listed on The International Stock Exchange. Interest on loan notes compounds annually on 31 October, as such amounts of £335,820 (31 October 2022: £Nil) are recognised within accruals due in more than one year

 

Loans from group undertakings due after one year are unsecured and interest is charged at rates of 10.0% . All loan amounts are repayable by 30 September 2027.Loans from group undertakings comprises of intra-group loans of £7,909,675 (31 October 2022: £6,923,193) and exchange loan notes due to group entities of £4,400,000, plus interest of £725,098 (31 October 2022: £259,178).

 

Interest on exchange loan notes compounds annually on 31 October, as such amounts of £213,429 (31 October 2022: £Nil) are recognised within other debtors due in more than one year

 

Interest on intra-group loans is due on 30 September 2027 (31 October 2022: due quarterly in arrears). As at 31 March 2024, interest of £1,406,270 is recognised within accruals due in more than one year. As at 31 October 2022, interest of £414,273 is recognised within accruals due within one year.

9
Called up share capital
2024
2022
2024
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
76,467
13,860
76,467
13,860

During the year, 62,607 Ordinary shares of £1 each were allotted for total proceeds of £62,607.

10
Audit report information

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

The auditor's report was unqualified.

Senior Statutory Auditor:
Claire Clift
Statutory Auditor:
Azets Audit Services
11
Financial commitments, guarantees and contingent liabilities

As at 31 March 2024, the company had total commitments, guarantees and contingencies of £5,500,000 (31 October 2022: £5,000,000) in relation to a cross guarantee of a group bank loan.

PROJECT ATHENA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 9 -
12
Parent company

FPE Capital LLP is the company's ultimate controlling party, a limited liability partnership whose registered office is 2nd Floor, 7-9 Swallow Street, London, W1B 4DE.

 

Project Athena Topco Limited is the company's immediate parent company, whose registered address is Unit 5 Athena Drive, Tachbrook Park, Warwick, England, CV34 6RT.

 

The smallest and largest group of which Project Athena Midco Limited is a member and for which group accounts are prepared is headed up by Project Athena Topco Limited, whose registered address is Unit 5 Athena Drive, Tachbrook Park, Warwick, England, CV34 6RT.

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