Company registration number 14378423 (England and Wales)
PROJECT SF BIDCO LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
PROJECT SF BIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
PROJECT SF BIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
Notes
£
£
Fixed assets
Intangible assets
4
9,847,187
Investments
5
729,687
10,576,874
Current assets
-
Creditors: amounts falling due within one year
6
(42,881)
Net current liabilities
(42,881)
Total assets less current liabilities
10,533,993
Creditors: amounts falling due after more than one year
7
(12,761,229)
Net liabilities
(2,227,236)
Capital and reserves
Called up share capital
8
Share premium account
40,481
Profit and loss reserves
(2,267,717)
Total equity
(2,227,236)
For the financial period ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 21 November 2024 and are signed on its behalf by:
Mr D J Hodges
Director
Company registration number 14378423 (England and Wales)
PROJECT SF BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Project SF Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Office 31, Strawberry Fields Digital Hub, Euxton Lane, Chorley, PR7 1PS.
1.1
Reporting period
This represents the first accounting period for the company from incorporation on 27 September 2022 to 31 December 2023.
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.
1.3
Going concern
The directors have received written assurances from the equity investors that they will continue to support the cash flow requirements for the company for a period of at least 12 months from approval of the accounts, during a period of planned growth. Accordingly, at the time of approving the financial statements, the directors have a reasonable expectation that the company 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.true
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is [XXXX].
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
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.
PROJECT SF BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
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 #tErm6, 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, 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.
1.7
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.8
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.
PROJECT SF BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (excluding directors who are not remunerated) employed by the company during the period was:
2023
Number
Total
4
Intangible fixed assets
Goodwill
£
Cost
At 27 September 2022
Additions
13,553,928
Other movements
(2,300,000)
At 31 December 2023
11,253,928
Amortisation and impairment
At 27 September 2022
Amortisation charged for the period
1,406,741
At 31 December 2023
1,406,741
Carrying amount
At 31 December 2023
9,847,187
5
Fixed asset investments
2023
£
Shares in group undertakings and participating interests
729,687
PROJECT SF BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
5
Fixed asset investments
(Continued)
- 5 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 27 September 2022
-
Additions
729,687
At 31 December 2023
729,687
Carrying amount
At 31 December 2023
729,687
6
Creditors: amounts falling due within one year
2023
£
Amounts owed to group undertakings
41,681
Other creditors
1,200
42,881
7
Creditors: amounts falling due after more than one year
2023
£
Convertible loans
12,794,562
Other creditors
(33,333)
12,761,229
8
Called up share capital
2023
2023
Ordinary shares of 1p each
0.01
-
0.01
9
Related party transactions
In accordance with Section 1AC.35 the company has not disclosed transactions with the parent company.