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Registered number: 13137664













Project Galaxy UK Midco Limited

Annual report

29 February 2024




 
Project Galaxy UK Midco Limited
 

Contents



Page
Company information
 
 
1
Strategic report
 
 
2
Directors' report
 
 
3
Directors' responsibilities statement
 
 
4
Independent auditor's report to the members of Project Galaxy UK Midco Limited
 
 
5 - 8
Statement of comprehensive income
 
 
9
Balance sheet
 
 
10
Statement of changes in equity
 
 
11
Notes to the financial statements
 
 
12 - 18

 
Project Galaxy UK Midco Limited
 
 
Company information


Directors
G Gillon 
N Duffy 




Registered number
13137664



Registered office
3rd Floor Q5 Quorum Business Park
Benton Lane

Newcastle upon Tyne

NE12 8BS




Independent auditor
UNW LLP
Chartered Accountants

Citygate

St James' Boulevard

Newcastle upon Tyne

NE1 4JE




1

 
Project Galaxy UK Midco Limited
 
 
Strategic report
Year ended 28 February 2023

Introduction
 
The directors present their strategic report for the year ended 29 February 2024 in respect of Project Galaxy UK Midco Limited (‘the company’).

Principal activities
 
The company was incorporated for the purpose of obtaining the necessary finance as part of the acquisition of Mandata Group Limited by the company’s intermediate subsidiary, Project Galaxy UK Bidco Limited. The principal activity of the company is managing the financing obligations borne by the company.

Business review and future developments
 
The company is engaged in raising finance and providing the cash raised to its immediate subsidiary Project Galaxy UK Bidco Limited, which holds 100% of the share capital of Mandata Group Limited. Mandata Group Limited own of a group of trading subsidiaries that are engaged in the production and provision of software to haulage businesses in the UK, which improves their operational efficiency and provides greater visibility over their business activities.
The company held £67m of loan notes throughout the current year. £17.4m of interest has accrued to date on the issued loan notes. Interest will be settled when the company has the funds to do so.
During the year a provision of £71,322,000 (2023: £nil) has been recognised in relation to intercompany debtor balances that are deemed irrecoverable.
The company will continue to manage the financing obligations borne by the company for the foreseeable future.

Financial key performance indicators
 
Due to the nature of the business, financial key performance indicators are not relevant.

Principal risks and uncertainties
 
The principal risk to the company is the inability to meet the finance obligations as a result of economic conditions or other factors which could impact the liquidity of the wider group. As the company is not cash generating it requires the funding from the group headed by Mandata Group Limited. Mandata Group Limited is cash generating with healthy liquidity and is forecast to be so for the foreseeable future.
Project Galaxy UK Midco Limited will continue to closely monitor the performance of its direct and indirect subsidiaries to ensure it can continue to fund its finance obligations when they fall due.


This report was approved by the board on 27 November 2024 and signed on its behalf by:



N Duffy
Director
2

 
Project Galaxy UK Midco Limited
 

 
Directors' report
Year ended 29 February 2024

The directors present their report and the financial statements for the year ended 29 February 2024.

Results and dividends

The loss for the year, after taxation, amounted to £7,960,000 (2023: £7,062,000).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year and up to the date of signing of the financial statements were:

G Gillon 
M Reynolds (resigned 3 October 2024)
M Tagg (resigned 25 May 2023)
N Duffy (appointed 3 October 2024)
 
Matters covered in the strategic report

The following information, which would otherwise be disclosed in the directors' report is instead disclosed in the
strategic report, as permitted by section 414c(11) of the Companies Act 2006:
- financial risk management objectives and policies
- future developments

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditor

Pursuant to section 487 of the Companies Act 2006 the auditor shall be deemed to be reappointed and UNW LLP will therefore continue in office.

This report was approved by the board on 27 November 2024 and signed on its behalf by:
 





N Duffy
Director
3

 
Project Galaxy UK Midco Limited
 
 
Directors' responsibilities statement
Year ended 29 February 2024

The directors are responsible for preparing the strategic report, the directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

4

 
img7ebb.png
 

 
Independent auditor's report to the members of Project Galaxy UK Midco Limited

Opinion


We have audited the financial statements of Project Galaxy UK Midco Limited (the 'company') for the year ended 29 February 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 29 February 2024 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 'Auditor's 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 United Kingdom, including the Financial Reporting Council'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.


5

 
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Independent auditor's report to the members of Project Galaxy UK Midco Limited (continued)

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur 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. 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 course of 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.


Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


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 directors' report.


We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement set out on page 4, 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 is 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.


6

 
img7803.png
 

 
Independent auditor's report to the members of Project Galaxy UK Midco Limited (continued)

Auditor's 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 an auditor's report 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from our general and sector experience and through discussions with the directors and other management (as required by Auditing Standards) and from inspection of the company's legal correspondence and we discussed with the directors and other management the policies and procedures in place regarding compliance with the laws and regulations. We communicated identified laws and regulations throughout our audit team and remained alert to any indications of non-compliance throughout the audit.
Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect; health and safety, employment law, data protection, environmental law and certain aspects of company legislation, recognising the nature of the company's activities. Auditing Standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance material to 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.


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 auditor's report.
7

 
img4f0b.png
 

 
Independent auditor's report to the members of Project Galaxy UK Midco Limited (continued)

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 2006Our 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 an auditor's report 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.





Fern Rivett BA ACA (Senior Statutory Auditor)
for and on behalf of UNW LLP, Statutory Auditor
Chartered Accountants
Newcastle upon Tyne

27 November 2024
8

 
Project Galaxy UK Midco Limited
 
 
Statement of comprehensive income
Year ended 29 February 2024

2024
2023
Note
£000
£000

Profit and loss account
  

Administrative expenses
  
(3)
(10)

Exceptional administrative expenses
 9 
(71,322)
-

Operating loss
  
(71,325)
(10)

Interest payable and similar expenses
 7 
(7,957)
(7,052)

Loss before tax
  
(79,282)
(7,062)

Tax on loss
 8 
-
-

Loss for the financial year
  
(79,282)
(7,062)

There was no other comprehensive income for 2024 (2023: £nil).

The notes on pages 12 to 18 form part of these financial statements.
9

 
Project Galaxy UK Midco Limited


Balance sheet
At 29 February 2024

29 February
28 February
2024
2023
Note
£000
£000

Investments
 9 
-
-

  
-
-

Current assets
  

Debtors
 11 
-
67,870

Cash at bank and in hand
  
2
-

  
2
67,870

Creditors: amounts falling due within one year
 12 
(21,766)
(10,529)

Net current (liabilities)/assets
  
 
 
(21,764)
 
 
57,341

Total assets less current liabilities
  
(21,764)
57,341

Creditors: amounts falling due after more than one year
 13 
(67,204)
(67,027)

Net liabilities
  
(88,968)
(9,686)


Capital and reserves
  

Called up share capital 
 14 
-
-

Profit and loss account
 15 
(88,968)
(9,686)

Total deficit
  
(88,968)
(9,686)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 November 2024.




N Duffy
Director

Company registered number: 13137664
The notes on pages 12 to 18 form part of these financial statements.
10

 
Project Galaxy UK Midco Limited
 

Statement of changes in equity
Year ended 29 February 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 March 2022
-
(2,624)
(2,624)



Loss and total comprehensive expense for the year
-
(7,062)
(7,062)



At 1 March 2023
-
(9,686)
(9,686)



Loss and total comprehensive expense for the year
-
(79,282)
(79,282)


At 29 February 2024
-
(88,968)
(88,968)


The notes on pages 12 to 18 form part of these financial statements.
11

 
Project Galaxy UK Midco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

1.


General information

Project Galaxy UK Midco Limited ("the company")  is a private company, limited by shares, registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on the company information page of these financial statements. The nature of the company's operations and its principal activities are disclosed in the strategic report. 

2.


Statement of compliance

The financial statements have been prepared in accordance with United Kingdom Accounting Standards,
including Financial Reporting Standard 102 
'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.

3.Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.

 
3.1

Basis of preparation of financial statements

These financial statements are the company's separate financial statements. The company is exempt by virtue of section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the basis that it is itself a subsidiary undertaking and is included in the consolidated financial statements of its parent undertaking, Project Galaxy UK Topco Limited, whose registered address is 3rd Floor Q5, Quorum Business Park, Benton Lane, Newcastle upon Tyne, NE12 8BS.
The financial statements are prepared on a going concern basis and under the historical cost convention. They are presented in pounds sterling and rounded to the nearest £000s.
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4. 

  
3.2

Reduced disclosure

FRS 102 allows a qualifying entity certain disclosure exemptions. The company meets the definition of a qualifying entity and has taken advantage of the exemptions relating to the preparation of a cash flow statement, analysis of net debt and remuneration of key management personnel. The consolidated financial statements of the parent company, Project Galaxy UK Topco Limited, can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ, include the equivalent disclosures and a consolidated cash flow statement and analysis of net debt. 

 
3.3

Going concern

In determining the appropriate basis of preparation of the financial statements, the directors are required to consider whether the company can continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of signing of these financial statements. The directors have performed this assessment and have prepared the financial statements on a going concern basis which is considered appropriate for the following reason. 
The company have the financial support of the wider Mandata group, headed by Project Galaxy UK Topco Limited, which will enable the company to meet its liabilities as and when they fall due and to carry on its business for at least the next 12 months from the date of these financial statements. 

12

 
Project Galaxy UK Midco Limited
 

 
Notes to the financial statements
Year ended 29 February 2024

3.Accounting policies (continued)

 
3.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

  
3.5

Taxation

The taxation expense for the year comprises current and deferred tax and is recognised in the statement of comprehensive income.
Current tax is the amount of income tax payable in respect of the taxable profit for the current or past reporting periods. It is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods and arises from 'timing differences' (where transactions or events are included in the financial statements in periods different from those in which they are assessed for tax). Deferred tax is recognised in respect of all timing differences, except that 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.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences.

 
3.6

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

 
3.7

Valuation of investments

Investments in subsidiary undertakings are held at cost less accumulated impairment losses.

 
3.8

Financial instruments

The company only enters into financial instruments transactions that result in the recognition of basic debt financial assets and liabilities like trade and other accounts and payable and loans to or from related parties, including fellow group companies. 
Debt instruments due within one year are measured, initially and subsequently at the transaction price. Debt instruments due after one year are measured initially at the transaction price and subsequently at amortised cost using the effective interest method. 
At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.
13

 
Project Galaxy UK Midco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

4.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 
Significant judgments in applying the entity's accounting policies
In preparing these financial statements, the directors do not consider there to have been any significant judgments that were required in the process of applying the company's accounting policies.
Key sources of estimation uncertainty
Estimates included within these financial statements include asset impairments (for example provisions against debtors). None of the estimates made in the preparation of these financial statements are considered to carry significant estimation uncertainty, nor to bear significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next financial year.


5.


Auditor's remuneration

2024
2023
£000
£000


Fees payable to the company's auditor for the audit of the company's annual financial statements
3
3




6.


Employees

The company has no employees other than the directors, who did not receive any remuneration.






7.


Interest payable and similar expenses

2024
2023
£000
£000


Loan note interest payable
7,957
7,052

14

 
Project Galaxy UK Midco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

8.


Taxation


2024
2023
£000
£000

Deferred tax

Total deferred tax
-
-


Taxation on loss
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 24.49% (2023:19%). The differences are explained below:

2024
2023
£000
£000


Loss before tax
(79,282)
(7,062)


Loss multiplied by standard rate of corporation tax in the UK of 24.49% (2022: 19%)
(19,416)
(1,342)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
19,095
1,342

Deferred tax not recognised
321
-

Total tax charge for the year
-
-


Factors that may affect future tax charges

In the Spring Budget 2021 it was announced that the main UK corporation tax rate would increase from 19% to 25% from 1 April 2023. This rate increase was substantively enacted as part of the Finance Act 2021 on 24 May 2021 and has now taken effect. Accordingly, the group's profits are taxed at an effective rate of 24.49% for the year ended 29 February 2024 (19% for the year ended 28 February 2023), and future profits will be taxed at a rate of 25%. Deferred tax at the balance sheet date has been calculated at 25% (2022: 25%), as this was the tax rate substantively enacted at the year end.


9.


Exceptional items

2024
£000


Exceptional administrative expenses
71,322

Exceptional administrative expenses in the current year represent provisions made against group debt, see note 11.

15

 
Project Galaxy UK Midco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

10.


Fixed asset investments

Subsidiary undertaking
      £000
Cost and net book value

At 1 March 2023 and 29 February 2024

-
 

Subsidiary undertakings
The following were subsidiary undertakings at the balance sheet date. The address of the subsidiary registered office is 3rd Floor, Q5 Quorum Business Park, Benton Lane, Newcastle upon Tyne, NE12 8BS.
         
   Class of  
Name            shares Holding
Project Galaxy UK Bidco Limited        Ordinary 100%

11.


Debtors

29 February
28 February
2024
2023
£000
£000

Amounts owed by group undertakings
-
67,870


Amounts owed by group undertakings are stated after provisions for impairment of £71,322,000 (2023:
£nil). The net impairment charge for the year, included in exceptional administrative expenses totalled
£71,322,000 (2023: £nil).Amounts owed by group undertakings are repayable on demand and interest free.


12.


Creditors: amounts falling due within one year

29 February
28 February
2024
2023
£000
£000

Trade creditors
-
1

Amounts owed to group undertakings
16,762
7,739

Accruals and deferred income
5,004
2,789

21,766
10,529


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

16

 
Project Galaxy UK Midco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

13.


Creditors: amounts falling due after more than one year

29 February
28 February
2024
2023
£000
£000

Loan notes
67,204
67,027


Loan notes comprise £64,895,000 (2023: £63,540,000) secured A loan notes and £2,309,000 (2023: £3,487,000) secured B loan notes. These loan notes accrue interest at 10% per annum, payable quarterly in arrears, and are fully repayable on 6 October 2027.
At the balance sheet date, interest of £17,379,000 (2023: £9,600,000) has been accrued, £12,375,000 (2023: £6,811,000) is included within amounts owed to group undertakings with £5,004,000 (2023: £2,789,000) included within accruals (note 11).
On 22 November 2021 £60,844,000 of the A loan notes included above were listed on the Official List of 'The International Stock Exchange Authority Limited' with an additional £2,695,000 listed on 16 September 2022.


14.


Share capital

29 February
28 February
2024
2023
£000
£000
Allotted, called up and fully paid



1 (2023: 1) Ordinary share of £0.01
-
-



15.


Reserves

Profit and loss account

The profit and loss reserve represents cumulative profits and losses, net of dividends paid and other adjustments.


16.


Contingent liabilities

The company has given guarantee in respect of the bank loan of its subsidiary company, Project Galaxy UK Bidco Limited, which amounted to £20,000,000 at 29 February 2024 (2023: £20,000,000). The guarantee is secured by a charge on the company's assets.

17

 
Project Galaxy UK Midco Limited
 
 

Notes to the financial statements
Year ended 29 February 2024

17.


Related party transactions

As a wholly-owned subsidiary undertaking, the company is exempt from disclosing transactions with its parent company and other wholly-owned subsidiary undertakings within the same group. 
Included within creditors due greater than one year are secured A loan notes totalling £64,895,000 (2023: £63,540,000) of which £46,828,000 (2023: £45,473,000) are payable to the ultimate controlling party, Tenzing PE General Partner Limited and £18,067,000 (2023: £18,067,000) are payable to the shareholder, LDC X LP. These loan notes accrue interest at 10%, payable quarterly in arrears. At the balance sheet date interest of £12,375,000 (2023: £6,811,000) is payable to Tenzing PE General Partner Limited and interest of £4,386,000 (2023: £2,270,000) is payable to LDC X LP, both amounts are included within creditors due within one year. 
Included within creditors due greater than one year are secured B loan notes totalling £2,309,000 (2023: £3,488,000) owing to the shareholders of the immediate and ultimate parent undertaking, Project Galaxy UK Topco Limited. These loan notes accrue interest at 10%, payable quarterly in arrears. Interest payable at the period end of £618,000 (2023: £519,000) is included within creditors due within one year.


18.


Controlling party

The immediate and ultimate parent undertaking and the only group to consolidate these financial statements is Project Galaxy UK Topco Limited. Copies of Project Galaxy UK Topco Limited consolidated financial statements can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. 
The ultimate controlling party is Tenzing PE LI GP LLP, by virtue of its control over Project Galaxy UK
Topco Limited.

18