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REGISTERED NUMBER: 09118089 (England and Wales)















Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 July 2023

for

Project 11 Limited

Project 11 Limited (Registered number: 09118089)






Contents of the Financial Statements
for the Year Ended 31 July 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Statement of Income and Retained Earnings 9

Balance Sheet 10

Cash Flow Statement 11

Notes to the Cash Flow Statement 12

Notes to the Financial Statements 13


Project 11 Limited

Company Information
for the Year Ended 31 July 2023







DIRECTORS: J Epstein
S P Taylor





REGISTERED OFFICE: Pinnacle House
1 Pinnacle Way
Pride Park
Derby
Derbyshire
DE24 8ZS





BUSINESS ADDRESS: 8th Floor
One Canada Square
Canary Wharf
London
E14 5AA





REGISTERED NUMBER: 09118089 (England and Wales)





AUDITORS: Franklins Accountancy Audit & Tax Limited
1 Pinnacle Way
Pride Park
Derby
Derbyshire
DE24 8ZS

Project 11 Limited (Registered number: 09118089)

Strategic Report
for the Year Ended 31 July 2023

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

REVIEW OF BUSINESS
Project 11 Limited is a sports advertising agency offering unrivalled access to advertising opportunities at top international sporting events. Project 11 Limited purchase rights as and when needed on a pay as you go basis from a myriad of international suppliers.

The company has a strong commitment to its customers and ensures exceptional service is provided at all times. It has delivered this standard by using highly-skilled, well-trained and fully motivated staff.

The company continues to forge strong ties and relationships across the sports sector with the view to expanding their offering and serving their clients.

In the current year, the company turnover has reduced by 61.22% to £7,825,285 (2022: £20,180,149). The results for the year show a decline in operating profitability, down to -£10,663,845 (2022: £519,296) with loss before tax down to -£11,017,052 (2022: £379,228). Despite the decline in profitability the directors are comfortable with the results.

Although there has been a significant decline in profitability, this has been driven by historic legal matters affecting the recoverability of debtors. These matters have now been fully reflected in these financial statements, and the directors do not believe there is a continuing impact on the business.

At the end of the year the company had net (liabilities) / assets of -£10,122,139 (2022: £296,214).

The directors have continued to take swift actions throughout the period in question and since the year end, in order to mitigate any impact of the global economic crisis.

PRINCIPAL RISKS AND UNCERTAINTIES
Sports that Project 11 Limited are involved with are varied so that any potential material uncertainty across the services which it provides, are kept to a minimum.

The directors have also identified that the company is exposed to foreign exchange risk.

In mitigation of these assessed risks, senior management meet regularly to review risks and take appropriate actions. The Company works closely with clients regarding any impact the risks highlighted above would have upon their work with them. Management has considered and will continue to monitor the impact upon its supply chain and has taken steps to identify alternative sources of supplies and their cost implications. The company also holds bank accounts in different currencies in order to mitigate any foreign exchange risk.

FUTURE DEVELOPMENTS
Management are focused on growing their existing rights portfolio and utilising more football leagues. Expansion into other sports, new campaign types and geographical areas are all ongoing considerations for management, and will continue to be so in the future.

Following the year end the directors have completed a significant debt refinancing transaction, as well as settling all material outstanding legal matters, please see note 23 for further details. The directors therefore believe the company is now well placed for future trading.

ON BEHALF OF THE BOARD:





J Epstein - Director


10 October 2024

Project 11 Limited (Registered number: 09118089)

Report of the Directors
for the Year Ended 31 July 2023

The directors present their report with the financial statements of the company for the year ended 31 July 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of a sports advertising agency.

DIVIDENDS
No dividends will be distributed for the year ended 31 July 2023.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 August 2022 to the date of this report.

J Epstein
S P Taylor

POLITICAL DONATIONS AND EXPENDITURE
During the year the company made charitable donations of £NIL (2022: £3,190).

GOING CONCERN
The Directors have a reasonable expectation that the Company has adequate resources to continue to operate for the foreseeable future. Accordingly they continue to operate the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in Note 2 of the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-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.

Project 11 Limited (Registered number: 09118089)

Report of the Directors
for the Year Ended 31 July 2023


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J Epstein - Director


10 October 2024

Report of the Independent Auditors to the Members of
Project 11 Limited

Opinion
We have audited the financial statements of Project 11 Limited (the 'company') for the year ended 31 July 2023 which comprise the Statement of Income and Retained Earnings, Balance Sheet, Cash Flow Statement and Notes to the Cash Flow Statement, 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 July 2023 and of its loss 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 Auditors' 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 in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Project 11 Limited


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 Strategic Report or the Report of the Directors.

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 three, 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 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.

Report of the Independent Auditors to the Members of
Project 11 Limited


Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the advertising industry.
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, as well as data protection, anti-bribery, employment, environmental and health and safety legislation.
- we assessed the extent of compliance with the laws and regulations identified above through enquiries of management and correspondence with authorities.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- acquired confirmations from solicitors in respect to ongoing legal cases;
- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

Where we identified legislation or regulation of particular relevance to the entity, in conjunction with other audit testing, we considered the sufficiency and appropriateness of audit evidence obtained regarding the compliance with that legislation, or regulation, and any consequential risk of material misstatements in the financial statements.

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.

However it must be noted that 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Project 11 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 a Report of the Auditors 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.




Collin Franklin (Senior Statutory Auditor)
for and on behalf of Franklins Accountancy Audit & Tax Limited
1 Pinnacle Way
Pride Park
Derby
Derbyshire
DE24 8ZS

11 October 2024

Project 11 Limited (Registered number: 09118089)

Statement of Income and
Retained Earnings
for the Year Ended 31 July 2023

2023 2022
Notes £    £   

TURNOVER 3 7,825,285 20,180,149

Cost of sales 7,564,997 12,906,068
GROSS PROFIT 260,288 7,274,081

Administrative expenses 10,997,050 7,008,576
(10,736,762 ) 265,505

Other operating income 72,917 253,791
OPERATING (LOSS)/PROFIT 5 (10,663,845 ) 519,296

Interest receivable and similar income 996 92,751
(10,662,849 ) 612,047

Interest payable and similar expenses 6 354,203 232,819
(LOSS)/PROFIT BEFORE TAXATION (11,017,052 ) 379,228

Tax on (loss)/profit 7 (598,699 ) 166,066
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(10,418,353

)

213,162

Retained earnings at beginning of year 296,114 82,952

RETAINED EARNINGS AT END OF
YEAR

(10,122,239

)

296,114

Project 11 Limited (Registered number: 09118089)

Balance Sheet
31 July 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 30,813 49,113
Investments 9 70,000 70,000
100,813 119,113

CURRENT ASSETS
Debtors 10 5,687,711 19,228,703
Cash at bank - 1,287,144
5,687,711 20,515,847
CREDITORS
Amounts falling due within one year 11 11,734,321 16,588,746
NET CURRENT (LIABILITIES)/ASSETS (6,046,610 ) 3,927,101
TOTAL ASSETS LESS CURRENT
LIABILITIES

(5,945,797

)

4,046,214

CREDITORS
Amounts falling due after more than one
year

12

(3,991,952

)

(3,750,000

)

PROVISIONS FOR LIABILITIES 16 (184,390 ) -
NET (LIABILITIES)/ASSETS (10,122,139 ) 296,214

CAPITAL AND RESERVES
Called up share capital 17 100 100
Retained earnings 18 (10,122,239 ) 296,114
SHAREHOLDERS' FUNDS (10,122,139 ) 296,214

The financial statements were approved by the Board of Directors and authorised for issue on 10 October 2024 and were signed on its behalf by:




J Epstein - Director



S P Taylor - Director


Project 11 Limited (Registered number: 09118089)

Cash Flow Statement
for the Year Ended 31 July 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 562,243 (3,440,344 )
Interest paid (354,203 ) (237,063 )
Interest element of hire purchase or finance
lease rental payments paid

-

4,244
Tax paid (620,195 ) (407,360 )
Net cash from operating activities (412,155 ) (4,080,523 )

Cash flows from investing activities
Interest received 996 92,751
Net cash from investing activities 996 92,751

Cash flows from financing activities
Loan repayments in year (1,500,000 ) (1,500,000 )
Capital repayments in year - (548,526 )
Amount introduced by directors - 5,909,281
Net cash from financing activities (1,500,000 ) 3,860,755

Decrease in cash and cash equivalents (1,911,159 ) (127,017 )
Cash and cash equivalents at beginning of
year

2

1,287,144

1,414,161

Cash and cash equivalents at end of year 2 (624,015 ) 1,287,144

Project 11 Limited (Registered number: 09118089)

Notes to the Cash Flow Statement
for the Year Ended 31 July 2023

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2023 2022
£    £   
(Loss)/profit before taxation (11,017,052 ) 379,228
Depreciation charges 18,300 271,703
Loss on disposal of fixed assets - 1,072,529
Provision movement 184,390 -
Finance costs 354,203 232,819
Finance income (996 ) (92,751 )
(10,461,155 ) 1,863,528
Decrease in trade and other debtors 12,836,445 2,781,190
Decrease in trade and other creditors (1,813,047 ) (8,085,062 )
Cash generated from operations 562,243 (3,440,344 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 July 2023
31.7.23 1.8.22
£    £   
Cash and cash equivalents - 1,287,144
Bank overdrafts (624,015 ) -
(624,015 ) 1,287,144
Year ended 31 July 2022
31.7.22 1.8.21
£    £   
Cash and cash equivalents 1,287,144 1,414,161


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.8.22 Cash flow At 31.7.23
£    £    £   
Net cash
Cash at bank 1,287,144 (1,287,144 ) -
Bank overdrafts - (624,015 ) (624,015 )
1,287,144 (1,911,159 ) (624,015 )
Debt
Debts falling due within 1 year (1,500,000 ) - (1,500,000 )
Debts falling due after 1 year (3,750,000 ) 1,500,000 (2,250,000 )
(5,250,000 ) 1,500,000 (3,750,000 )
Total (3,962,856 ) (411,159 ) (4,374,015 )

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements
for the Year Ended 31 July 2023

1. STATUTORY INFORMATION

Project 11 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
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. The financial statements have been prepared under the historical cost convention.

Going Concern

The global economic crisis continues to cause issues for businesses around the world, with the company facing some additional challenges in operating normally. Although the impact in respect to the continuing war in Ukraine has now subsided, with a limited impact on the company's operations.

Although the company was able to carry out its services with only minor disruption caused by these issues, with normal activities resumed relatively quickly, other issues arose which have had a more significant impact on the company. The main issues relate to litigation claims faced by the company over recent years. Although these matters have now been settled, see note 23, ending the uncertainty around them, significant costs have been incurred. Reputational damage has also occurred, resulting in significant bad debt provisions being recognised.

Despite the above, the sports and events sector remains strong, and has provided a good basis for the business to progress. Furthermore, significant debt restructuring and refinancing has occurred post year end, see note 23, making the company well placed to continue trading.

The directors have taken steps to manage the company's cashflow throughout the global economic crises and during the litigation challenges it faced. The directors have also prepared projections for the next twelve months accordingly, and have reported profitable post year end management accounts. Having due regard to these matters, and after making appropriate enquiries, the directors have reasonable expectations that the company has adequate resources to continue operating for the foreseeable future.

At the year end the company had net liabilities of -£10,122,139. However, based on the above significant progression the company has made with creditors and its bankers, as well as the support it continues to receive from the ultimate beneficial shareholder, the directors believe the company to be a going concern.

Therefore the directors continue to adopt the going concern basis in preparing the financial statements.

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
Key sources of estimation uncertainty

The preparation of the financial statements is in conformity with generally accepted accounting principles, requires the Directors to make estimations and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that the critical accounting policies where judgements or estimations are necessarily applied are summarised below.

Depreciation and residual values - The Directors have reviewed the asset lives and associated residual values of all fixed asset classes, and have concluded that asset lives and residual values are summarised below.

Impairment of debtors - The recoverability of trade debtors has been assessed at the year end and up until the date of signing these financial statements. Management have based the decision to provide for any amounts based on their judgement of all available information, and their experience of the specific nature of the trade debtor in question.

Critical judgements in applying the entity's accounting policies

There are no critical judgements when applying the accounting policies which materially affect the amounts in the financial statements.

Turnover
Turnover is recognised to the extent that it is probable that economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured at the fair value of the consideration received or receivable for services provided in the normal course of business and is shown net of value added tax.

Turnover is derived from contracts for the provision of services and is recognised by reference to the stage of completion. Completion is deemed to be the date at which the sale is irrevocable and the advertising event has occurred.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Improvements to property - 25% on cost
Fixtures and fittings - 20% on reducing balance
Computer equipment - 20% on reducing balance

Tangible fixed assets are stated at cost, net of depreciation and accumulated impairment losses. The company assesses at each reporting date whether the tangible assets are impaired. Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits.

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, and loans from and to related parties.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand.

Trade debtors
Trade debtors are amounts due for services rendered in the ordinary course of business.

Trade debtors are recognised at the transaction price. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtor.

Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade creditors are classified as current liabilities of the company and does not have an unconditional right, at the end of the reporting date, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised at the transaction price.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. TURNOVER

The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the company.

The directors agree not to disclose a geographical analysis of turnover for each market as such a disclosure would be seriously prejudicial to the company's interests.

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 1,064,689 2,687,642
Social security costs 115,632 289,105
Other pension costs 15,823 33,564
1,196,144 3,010,311

The average number of employees during the year was as follows:
2023 2022

Staff 26 58

2023 2022
£    £   
Directors' remuneration 26,808 65,609

5. OPERATING (LOSS)/PROFIT

The operating loss (2022 - operating profit) is stated after charging:

2023 2022
£    £   
Other operating leases 617,204 659,276
Depreciation - owned assets 18,300 19,343
Depreciation - assets on hire purchase contracts or finance leases - 252,360
Loss on disposal of fixed assets - 1,072,529
Auditors' remuneration 32,750 29,500

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank loan interest 364,826 237,063
Other interest 2,422 -
Interest on overdue taxation (13,045 ) -
Hire purchase - (4,244 )
354,203 232,819

7. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax (444,326 ) 444,326
(Over)/under provision of tax
in prior periods (44,495 ) -
Total current tax (488,821 ) 444,326

Deferred tax (109,878 ) (278,260 )
Tax on (loss)/profit (598,699 ) 166,066

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
(Loss)/profit before tax (11,017,052 ) 379,228
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
25% (2022 - 19%)

(2,754,263

)

72,053

Effects of:
Expenses not deductible for tax purposes 5,842 355,109
Income not taxable for tax purposes (66,543 ) -
Capital allowances in excess of depreciation (32,605 ) -
Depreciation in excess of capital allowances - 17,164
Utilisation of tax losses 140,312 -
Adjustments to tax charge in respect of previous periods (44,495 ) -
Deferred tax (109,878 ) (278,260 )

Unutilised tax losses 2,262,931 -
Total tax (credit)/charge (598,699 ) 166,066

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

8. TANGIBLE FIXED ASSETS
Improvements Fixtures
to and Computer
property fittings equipment Totals
£    £    £    £   
COST
At 1 August 2022
and 31 July 2023 56,515 16,578 33,154 106,247
DEPRECIATION
At 1 August 2022 28,258 8,429 20,447 57,134
Charge for year 14,129 1,630 2,541 18,300
At 31 July 2023 42,387 10,059 22,988 75,434
NET BOOK VALUE
At 31 July 2023 14,128 6,519 10,166 30,813
At 31 July 2022 28,257 8,149 12,707 49,113

9. FIXED ASSET INVESTMENTS
Unlisted
investments
£   
COST
At 1 August 2022
and 31 July 2023 70,000
NET BOOK VALUE
At 31 July 2023 70,000
At 31 July 2022 70,000

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 1,163,752 10,093,068
Other debtors 345,899 54,485
Deposits 102,512 102,512
Amounts due from
related parties 15,721 3,257,401
Tax 177,433 991,858
Deferred tax asset 302,296 192,418
VAT 209,762 47,424
Prepayments and accrued income 275,399 479,478
Deferred expenses 3,094,937 4,010,059
5,687,711 19,228,703

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts (see note 13) 2,124,015 1,500,000
Trade creditors 2,454,621 5,297,556
Tax - 1,923,441
Social security and other taxes - 133,559
Other creditors 943,756 -
Amounts due to related parties 2,679,972 -
Pension - 6,510
Accruals and deferred income 2,580,658 4,815,303
Accrued expenses 951,299 2,912,377
11,734,321 16,588,746

12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Bank loans (see note 13) 2,250,000 3,750,000
Other creditors 1,741,952 -
3,991,952 3,750,000

13. LOANS

An analysis of the maturity of loans is given below:

2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 624,015 -
Bank loans 1,500,000 1,500,000
2,124,015 1,500,000

Amounts falling due between one and two years:
Bank loans - 1-2 years 1,500,000 1,500,000

Amounts falling due between two and five years:
Bank loans - 2-5 years 750,000 2,250,000

14. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 338,373 338,373
Between one and five years 278,115 616,488
616,488 954,861

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

15. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Bank loans 3,750,000 5,250,000

As at the year ended 31st July 2023, the Clydesdale Bank PLC held a fixed and floating charge over all of the companys assets, due to the existing bank loan.

The company has breached certain covenants in respect to the outstanding loan owed to Clydesdale Bank PLC of £3,750,000 at the year end. However, the bank have accepted these trivial covenant breaches, with no further action being taken as repayments of the loan have continued to date, without default. Clydesdale Bank PLC have also refinanced the bank loan post year end.

16. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Other provisions 184,390 -

Other
provisions
£   
Charge to Income Statement during year 184,390
Balance at 31 July 2023 184,390

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
100 Ordinary £1 100 100

18. RESERVES
Retained
earnings
£   

At 1 August 2022 296,114
Deficit for the year (10,418,353 )
At 31 July 2023 (10,122,239 )

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

19. CONTINGENT LIABILITIES

At the year end 31st July 2023, Project 11 Limited had received a claim from its previous landlord in respect to the early termination of a lease. The claim amounted to £315,436 at the year end. The claim is disputed in its entirety and following legal advice procurred by Project 11 Limited, the directors believe the company has a good prospect of success in respect to its defence and counterclaim.

At the year end 31st July 2023, Project 11 Limited had received a claim from a customer in respect of the non return of fees previously paid. The customer is seeking the return of sums paid to Project 11 Limited in the order of £81,819. The claim is disputed in its entirety due to clauses within the contract allowing the substitution of alternative events where advertising services would be provided. Following legal advice the directors believe that it is only possible, not probable, that a cash outflow will arise. This liability is contingent, no provision has been provided in the financial statements.

The company has obtained legal advice on all matters and believe the prospect of a negative cash outflow is only possible and not probable. The directors therefore believe it is appropriate to disclose these matters as contingent liabilities.

20. OTHER FINANCIAL COMMITMENTS

Pension Commitments

At the year end Project 11 Limited had commitments in respect to pension liabilities of £NIL (2022: £6,510).

The total expense incurred through the year amounted to £15,823 (2022: £33,564).

21. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 July 2023 and 31 July 2022:

2023 2022
£    £   
J Epstein
Balance outstanding at start of year - 5,909,281
Amounts advanced 115,943 1,727,362
Amounts repaid (115,943 ) (7,636,643 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - -

Interest has been charged on the overdrawn directors loan account at 2.00% up to 5th April 2023 and at 2.25% thereafter.

Project 11 Limited (Registered number: 09118089)

Notes to the Financial Statements - continued
for the Year Ended 31 July 2023

22. RELATED PARTY DISCLOSURES

During the year Directors fees were paid of £14,808 (2022: £55,909), and directors remuneration of £12,000 (2022: £9,700).

At the year end balances existed with various companies under common control and in which Mr J Epstein is a director. The balances owed between those companies and Project 11 Limited at the year end amounted to:
- £15,721 Dr. (2022: £302,721 Dr.)
- £1,657,472 Cr. (2022: £2,443,384 Dr.)
- £1,022,500 Cr. (2022: £5,000 Dr.)
All of the above balances were unsecured, interest free and repayable on demand.

During the year Project 11 Limited also incurred the following transactions with companies under common control:
- Management charges payable of £175,000 (2022: £NIL)
- Management charges receivable of £175,000 (2022: £175,000)
- Consultancy, subcontractor and event costs payable of £1,352,667 (2022: £NIL)
- Rent expenses payable of £321,000 (2022: £NIL)
- An intercompany balance was written off of £NIL (2022: 189,133 Dr.)

At the year end, balances that existed with LLP's under common control and in which Mr J Epstein is a member were fully repaid. The balances owed from those LLP's to Project 11 Limited at the year end amounted to:
- £NIL (2022: £506,296 Dr.)
The above balance was unsecured, interest free and repayable on demand.
During the year Project 11 Limited also incurred the following transactions with LLP's under common control:
- Event costs payable of £1,144,368 (2022: £NIL)

During the year an ongoing balance existed with a company in which Mr S Taylor was a director. The balance owed to the company from Project 11 Limited at the year end amounted to £NIL (2022: £NIL). The balance was unsecured, interest free and repayable on demand. During the year an intercompany balance was written off of £220 Dr. (2022: £74,639 Cr.).

During the year the company incurred consultancy services from a company in which Mr S Taylor is a director and controls, amounting to £88,578 (2022: £21,500).

During the year, a total of key management personnel compensation of £ 115,386 (2022 - £ 65,609 ) was paid.

23. POST BALANCE SHEET EVENTS

In May 2024 a settlement agreement was made with Clydesdale Bank PLC, in order to support the company during a time where it had undergone significant challenges. As part of the settlement agreement an element of the total debt owed to the bank in respect to loans and overdrafts, was discharged. This amounted to in excess of £2.074m. The resulting outstanding debts owed to Clydesdale Bank PLC were then refinanced over a longer term.

Subsequent to the year ended 31st July 2023, a number of settlement agreements were reached with various customers and suppliers, amounting to £1.774m and £0.514m respectively. These settlements were made in order to eliminate the ongoing disputes and remove the risks and costs arising through litigation. These settlements have now crystalised liabilities, some of which were previously concluded to be contingent, however, all have now been adjusted within the current year financial statements.