Company registration number 13969152 (England and Wales)
PROJECT ATHENA BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
PROJECT ATHENA BIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
PROJECT ATHENA BIDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
31 March 2024
31 October 2022
Notes
£
£
£
£
Fixed assets
Investments
3
29,254,419
23,650,265
Current assets
Debtors
5
1,013,960
381,235
Creditors: amounts falling due within one year
6
(5,677,834)
(1,657,475)
Net current liabilities
(4,663,874)
(1,276,240)
Total assets less current liabilities
24,590,545
22,374,025
Creditors: amounts falling due after more than one year
7
(28,044,940)
(23,417,232)
Net liabilities
(3,454,395)
(1,043,207)
Capital and reserves
Called up share capital
10
76,467
13,860
Profit and loss reserves
(3,530,862)
(1,057,067)
Total equity
(3,454,395)
(1,043,207)
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. 13969152
PROJECT ATHENA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
1
Accounting policies
Company information
Project Athena Bidco 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 Bidco Limited is a wholly owned subsidiary of Project Athena Midco Limited, which is itself a wholly owned subsidiary of Project Athena Topco Limited and the results of Project Athena Bidco 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 BIDCO 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.
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.
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.
PROJECT ATHENA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
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
Employee benefits
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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
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.
1.12
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 company.
PROJECT ATHENA BIDCO 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
3
Fixed asset investments
2024
2022
£
£
Shares in group undertakings and participating interests
29,254,419
23,650,265
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 November 2022
23,650,265
Additions
5,604,154
At 31 March 2024
29,254,419
Carrying amount
At 31 March 2024
29,254,419
At 31 October 2022
23,650,265
4
Subsidiaries
The company acquired 100% of the ordinary share capital of Stalis Limited on 26 January 2024.
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Egress Limited
Unit 5 Athena Drive, Tachbrook Park, Warwick, England, CV34 6RT
Ordinary
100.00
Stalis Limited
Unit 5 Athena Drive, Tachbrook Park, Warwick, England, CV34 6RT
Ordinary
100.00
PROJECT ATHENA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 6 -
5
Debtors
2024
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
650,809
206,325
Other debtors
271,990
119,103
922,799
325,428
Deferred tax asset
91,161
55,807
1,013,960
381,235
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
All assets are secured by fixed and floating charges relating to the company bank loan facility.
6
Creditors: amounts falling due within one year
2024
2022
£
£
Bank loans
497,164
Trade creditors
18,787
Amounts owed to group undertakings
3,483,663
121,444
Other creditors
1,678,220
1,536,031
5,677,834
1,657,475
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
£
£
Bank loans and overdrafts
4,940,000
4,911,667
Other creditors
23,104,940
18,505,565
28,044,940
23,417,232
PROJECT ATHENA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 7 -
8
Loans and overdrafts
2024
2022
£
£
Bank loans
5,437,164
4,911,667
Loans from group undertakings and related parties
19,957,965
18,505,565
25,395,129
23,417,232
Payable within one year
497,164
Payable after one year
24,897,965
23,417,232
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 (31 October 2022: N/A) due in full by 31 March 2025. All amounts are stated net of arrangement fees.
Loans from group undertakings due after one year are unsecured and interest is charged at rates ranging from 10.0% to 10.5%. All loan amounts are repayable by 30 September 2027. Loans from group 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 other creditors 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 creditors due in more than one year. As at 31 October 2022, interest of £870,591 is recognised within other creditors due within one year.
9
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
2024
Balances:
£
Tax losses
91,161
2024
Movements in the period:
£
Asset at 1 November 2022
(55,807)
Credit to profit or loss
(35,354)
Asset at 31 March 2024
(91,161)
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.
PROJECT ATHENA BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 8 -
10
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.
11
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
12
Financial commitments, guarantees and contingent liabilities
As at 31 March 2024 the company had total guarantees and commitments of £189,904 (31 October 2022: N/A) in respect of group companies.
13
Related party transactions
Management charges of £127,500 (31 October 2022: £52,500) have been incurred by entities holding an indirect participating interest in the company.
As at 31 March 2024, an amount of £14,400 (31 October 2022: £Nil) was owed to entities holding an indirect participating interest in the company
14
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 Midco 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 Bidco 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.