These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £517,926 (2022 - £122,502 loss).
Project Athena Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 5, Athena Court, Athena Drive, Tachbrook Park, Warwick, Warwickshire, United Kingdom, CV34 6RT.
The group consists of Project Athena Topco Limited and all of its subsidiaries.
In the prior year the accounting period of the group 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 accounting period 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.
Comparative amounts presented are therefore not entirely comparable.
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 consolidated group financial statements consist of the financial statements of the parent company Project Athena Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
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.
The company and group is reliant on the continued support of its 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 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.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Revenue from license sales are recognised on a straight-line over the life of the contract.
Revenue charged on a time and materials basis is recognised in the period that the work is performed.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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.
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.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. 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. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 if, and only if, there is 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.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
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.
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 trading performance of the group.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Certain group intangible fixed assets are secured by fixed and floating charges relating to a group bank loan facility.
Certain group tangible fixed assets are secured by fixed and floating charges relating to a group bank loan facility.
Loans to subsidiary undertakings are unsecured and interest is charged at rates ranging from 10.0% to 11.0%. All amounts are repayable by 30 September 2027. Loans to subsidiary 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 £725,096 (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 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 other debtors due in more than one year. As at 31 October 2022, interest of £414,273 is recognised within other debtors due within one year.
Details of the company's subsidiaries at 31 March 2024 are as follows:
Group
Certain group debtors are secured by fixed and floating charges relating to a group bank loan facility.
Company
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Company
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Group and company
Preference share capital is due to be redeemed on 30 September 2027. Accordingly, all balances have been recognised as due in more than one year. All preference share dividends compound annually upon the anniversary of allotment and are due immediately and so have been separately recognised within other creditors due within one year.
Group
Bank loans are secured by a fixed and floating charge over all assets of the company, together with cross guarantees from certain group companies and bear a fixed interest rate of 7.5%. Amounts of £4,940,000 are repayable by 30 March 2027, with amounts of £497,164 due in full by 31 March 2025. All amounts are stated net of arrangement fees.
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, £6,923,194 of these borrowings were listed on The International Stock Exchange. Interest on loan notes compounds annually on 31 October, as such amounts of £443,891 (31 October 2022: £Nil) are recognised within other creditors due in more than one year
Company
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. Interest on loan notes compounds annually on 31 October, as such amounts of £108,071 (31 October 2022: £Nil) are recognised within other creditors due in more than one year
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A deferred tax asset of approximately £485,000 relating to other timing differences has not been recognised at the Balance Sheet date, on the basis that they are unlikely to reverse in the foreseeable future.
Called up share capital represents the nominal value of shares that have been issued.
Ordinary share capital has seen allotments of £1,902 in relation to 1,902 Ordinary C shares, £61,597 in relation to 10,266 Ordinary A shares and £9,987 in relation to 155 Ordinary B shares.
Preference share capital has seen allotments of £1,068,414 in relation to 1,068,414 preference shares.
Ordinary share capital has seen a purchase of own shares of £311 in relation to 311 Ordinary C shares.
The auditor's report was unqualified.
On 26 January 2024 the group acquired 100 percent of the issued capital of Stalis Limited.
The goodwill arising on the acquisition of Stalis Limited is attributable to the anticipated future profitability arising from continued growth in the acquired company.
Group
As at 31 March 2024, the group had total commitments, guarantees and contingencies of £74,834 (31 October 2022: £255,186) in relation to operating lease commitments of a subsidiary.
Company
As at 31 March 2024 the company had further total guarantees, contingencies and commitments of £Nil (31 October 2022: £Nil).
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
During the period the group entered into the following transactions with related parties:
In addition to the above, preference share dividends have been recognised of £1,047,583 (2022: £403,854) in relation to entities with control over the group.
The following amounts were outstanding at the reporting end date:
Amounts owed to entities with control over the group include £8,064,097 (2022: £6,923,194) in relation to loan notes due in more than one year, £14,400 (2022: £29,676) in relation to trade creditors and £2,928,162 (2022: £811,659) in relation to accruals.