Company registration number 12381593 (England and Wales)
JA BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
JA BIDCO LIMITED
COMPANY INFORMATION
Directors
Mr M Hedman
Mr N J Speirs
Company number
12381593
Registered office
Bedford House
125-133 Camden High Street
London
NW1 7JR
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
JA BIDCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Group balance sheet
7
Company balance sheet
8
Group statement of changes in equity
9
Company statement of changes in equity
10
Notes to the financial statements
11 - 21
JA BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of a holding company and the group a developer and supplier of technology services.

Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M Hedman
Mr N Speirs
(appointed 1st January 2023)
Mr J R Gale
(resigned 14th September 2023)
Mr A White
(resigned 14th September 2023)
Post reporting date events

Subsequent to the period end the subsidiary JA Sportsbook Limited will enter into a member's voluntary liquidation. In addition, the subsidiary JGAW Holdings Limited will be struck from the register following a group reorganisation.

Auditor

The auditor, Gravita Audit II Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

JA BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr N Speirs
Director
28 November 2024
JA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JA BIDCO LIMITED
- 3 -
Opinion

We have audited the financial statements of JA Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including 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:

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 group and parent 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.

Emphasis of matter

We draw your attention to note 5 of the financial statements which states that the valuation of the subsidiary undertakings includes an adjustment for specific company risk ('Alpha') which is necessarily subjective and based on the assessment that the investments are high risk. Sensitivity analysis shows that a small change in the Alpha can have a significant effect on the valuation. Due to the value of the Alpha being subjective and the sensitivity of the adjustment, investments may be over or under valued by a significantly material amount. In addition, the valuation of the investment held in subsidiaries is underpinned on the terminal value of forecast EBITDA based on the Group's business plan over the next 5 years. However, if the terminal value of the EBITDA were to be reduced there would be a significantly material effect on investment value. Our audit opinion is not modified in this respect.

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 group's and parent 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 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 report. 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. 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.

JA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JA BIDCO LIMITED
- 4 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 procedure 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 ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the company were identified through discussions with directors and other management, and from our commercial knowledge and experience of service companies. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation, data protection, anti-bribery, anti-money laundering, employment, health and safety legislations, betting regulations, advertising code of conduct and the protection of customer funds. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

JA BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JA BIDCO LIMITED
- 5 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 

To address the risk of fraud through management bias and override of controls, we: 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

Luke Metson (Senior Statutory Auditor)
For and on behalf of Gravita Audit II Limited
28 November 2024
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
E1 8FA
JA BIDCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
Notes
£
£
Turnover
4,944,757
4,309,512
Cost of sales
(1,104,771)
(660,738)
Gross profit
3,839,986
3,648,774
Administrative expenses
(7,342,568)
(6,587,602)
Tax on loss
-
0
454,580
Loss for the financial year
(3,502,582)
(2,484,248)
Loss for the financial year is all attributable to the owners of the parent company.
JA BIDCO LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
3
14,346,040
16,737,047
Tangible assets
4
67,865
115,339
14,413,905
16,852,386
Current assets
Debtors
7
725,523
786,500
Cash at bank and in hand
812,854
1,680,661
1,538,377
2,467,161
Creditors: amounts falling due within one year
8
(70,911,197)
(70,849,880)
Net current liabilities
(69,372,820)
(68,382,719)
Total assets less current liabilities
(54,958,915)
(51,530,333)
Provisions for liabilities
10
(194,000)
(120,000)
Net liabilities
(55,152,915)
(51,650,333)
Capital and reserves
Called up share capital
11
1
1
Profit and loss reserves
(55,152,916)
(51,650,334)
Total equity
(55,152,915)
(51,650,333)

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 28 November 2024 and are signed on its behalf by:
28 November 2024
Mr N Speirs
Director
Company registration number 12381593 (England and Wales)
JA BIDCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Investments
5
17,488,732
18,319,370
Current assets
-
-
Creditors: amounts falling due within one year
8
(68,965,983)
(68,965,983)
Net current liabilities
(68,965,983)
(68,965,983)
Net liabilities
(51,477,251)
(50,646,613)
Capital and reserves
Called up share capital
11
1
1
Profit and loss reserves
(51,477,252)
(50,646,614)
Total equity
(51,477,251)
(50,646,613)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £830,638 (2022 - £1,480,630 loss).

The financial statements were approved by the board of directors and authorised for issue on 28 November 2024 and are signed on its behalf by:
28 November 2024
Mr N Speirs
Director
Company registration number 12381593 (England and Wales)
JA BIDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
1
(49,166,086)
(49,166,085)
Year ended 31 December 2022:
Loss and total comprehensive income
-
(2,484,248)
(2,484,248)
Balance at 31 December 2022
1
(51,650,334)
(51,650,333)
Year ended 31 December 2023:
Loss and total comprehensive income
-
(3,502,582)
(3,502,582)
Balance at 31 December 2023
1
(55,152,916)
(55,152,915)
JA BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
1
(49,165,984)
(49,165,983)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(1,480,630)
(1,480,630)
Balance at 31 December 2022
1
(50,646,614)
(50,646,613)
Year ended 31 December 2023:
Profit and total comprehensive income
-
(830,638)
(830,638)
Balance at 31 December 2023
1
(51,477,252)
(51,477,251)
JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

JA Bidco Limited (“the company”) is a private limited company limited by shares and incorporated in England and Wales. The registered office is 2nd Floor, Bedford House, 125-133 Camden High Street, London, NW1 7JR.

 

The group consists of JA Bidco Limited and all of its subsidiaries.

1.1
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 is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company JA Bidco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The directors are aware of certain circumstances which may cause doubt on the group's ability to continue as a going concern, namely that at the reporting date the group had net liabilities of £55,152,915 and incurred a loss for the year then ended of £3,502,582. The group is a member of a larger group which has significant cash and the ultimate beneficial owner of the larger group has additionally offered support, if required to ensure that the group has enough cash to meet forecast net expenditure for a period of 12 months from the date of the approval of the consolidated financial statements. As such the directors have prepared the accounts on a going concern basis, as the directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future.

1.5
Turnover

Turnover is measured at fair value of the consideration received or net of value added tax. Turnover includes revenue earned from the rendering of services and gambling winnings.

 

Revenue from contracts for the provision of professional services is recognised by reference to percentage profit shares stated with customer contracts.

 

Revenue from gambling winnings is recognised immediately upon completion of the underlying event, in favour of the company.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business 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 10 years straight line basis.

 

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.

JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
Straight line over 5 years
Computers
Straight line over 3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
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.

JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
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.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Total
40
35
-
0
-
0
JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
3
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
68,040,514
Amortisation and impairment
At 1 January 2023
51,303,467
Amortisation charged for the year
2,391,007
At 31 December 2023
53,694,474
Carrying amount
At 31 December 2023
14,346,040
At 31 December 2022
16,737,047
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
4
Tangible fixed assets
Group
Plant and machinery etc
£
Cost
At 1 January 2023 and 31 December 2023
407,510
Depreciation and impairment
At 1 January 2023
292,171
Depreciation charged in the year
47,474
At 31 December 2023
339,645
Carrying amount
At 31 December 2023
67,865
At 31 December 2022
115,339
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
5
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Shares in subsidiary undertakings
-
0
-
0
17,488,732
18,319,370
JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Fixed asset investments
(Continued)
- 18 -

The valuation of the subsidiary undertakings, as performed by management, includes an adjustment for specific company risk ('Alpha') which is necessarily subjective and based on the assessment that the investments are high risk. Sensitivity analysis shows that a small change in the Alpha can have a significant effect on the valuation. Due to the value of the Alpha being subjective and the sensitivity of the adjustment, investments may be over or under valued by a significantly material amount. In addition, the valuation of the investment held in subsidiaries is underpinned on the terminal value of forecast EBITDA based on the Group's business plan over the next 5 years. However, if the terminal value of the EBITDA were to be reduced this could lead to a significantly material effect on investment value.

Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 January 2023
74,225,984
Additions
200
At 31 December 2023
74,226,184
Impairment
At 1 January 2023
55,906,614
Impairment losses
830,838
At 31 December 2023
56,737,452
Carrying amount
At 31 December 2023
17,488,732
At 31 December 2022
18,319,370
6
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
JGAW Holdings Limited
United Kingdom
Ordinary
100.00
JA Sportsbook Limited
United Kingdom
Ordinary
100.00
JAS Information Services Limited
United Kingdom
Ordinary
100.00

Registered office addresses of all subsidiaries:

2nd Floor

Bedford House

125-133 Camden High Street

London

NW1 7JR

JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
7
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
80,826
74,337
-
0
-
0
Corporation tax recoverable
319,715
319,715
-
0
-
0
Other debtors
324,982
392,448
-
-
725,523
786,500
-
-
8
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
825
-
0
-
0
-
0
Trade creditors
173,302
121,505
-
0
-
0
Amounts owed to group undertakings
55,101,620
54,615,983
53,965,983
53,965,983
Taxation and social security
90,045
-
-
0
-
0
Other creditors
15,545,405
16,112,392
15,000,000
15,000,000
70,911,197
70,849,880
68,965,983
68,965,983

Other creditors includes £3,318 (2022: £174,819) of client monies held.

9
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank overdrafts
825
-
0
-
0
-
0
Other loans
15,000,000
15,000,000
15,000,000
15,000,000
15,000,825
15,000,000
15,000,000
15,000,000
Payable within one year
15,000,825
15,000,000
15,000,000
15,000,000
10
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Provision for liabilities
194,000
120,000
-
-

The provision of liabilities of £194,000 (2022: £120,000) relates to a probable bonus payable to a consultant of the group for their assistance on the granting of a new gambling licence, this is contingent on the licence being granted. The licence is expected to be granted and bonus paid in the coming year.

JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
11
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
12
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
685,457
960,309
-
-
13
Events after the reporting date

Subsequent to the period end the subsidiary JA Sportsbook Limited will enter into a member's voluntary liquidation. In addition, the subsidiary JGAW Holdings Limited will be struck from the register following a group reorganisation.

14
Related party transactions
Other information

The total amount due to directors at the year end is £15,000,000 (2022: £15,460,000).

 

The amounts are interest free and repayable on demand.

15
Controlling party

The Ultimate parent company is Milkway Holding Company Limited, a company incorporated in the Turks & Calcos Islands.

16
Prior period adjustment

A prior period adjustment has made to reallocate £120,000 from accruals, sat within other creditors, to provision of liabilities. Please refer to note 10 for further details on the provision.

Reconciliation of changes in equity - group
The prior period adjustments do not give rise to any effect upon equity.
JA BIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Prior period adjustment
(Continued)
- 21 -
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(2,484,248)
Loss as adjusted
(2,484,248)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(1,480,630)
Loss as adjusted
(1,480,630)
2023-12-312023-01-01falsefalseCCH SoftwareCCH Accounts Production 2024.310Mr M H HedmanMr N  SpeirsMr J R GaleMr A Whitefalse12381593bus:Consolidated2023-01-012023-12-31123815932023-01-012023-12-3112381593bus:RegisteredOffice2023-01-012023-12-3112381593bus:Director22023-01-012023-12-31123815932023-12-3112381593bus:Consolidated2022-01-012022-12-31123815932022-01-012022-12-3112381593bus:Consolidated2023-12-3112381593bus:Consolidated2022-12-3112381593core:OtherPropertyPlantEquipmentbus:Consolidated2023-12-3112381593core:OtherPropertyPlantEquipmentbus:Consolidated2022-12-3112381593core:ShareCapitalbus:Consolidated2023-12-3112381593core:ShareCapitalbus:Consolidated2022-12-3112381593core:ShareCapital2023-12-3112381593core:ShareCapital2022-12-3112381593core:RetainedEarningsAccumulatedLosses2023-12-3112381593core:ShareCapitalbus:Consolidated2021-12-3112381593core:RetainedEarningsAccumulatedLossesbus:Consolidated2021-12-3112381593core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-12-3112381593core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-12-3112381593core:ShareCapital2021-12-3112381593core:RetainedEarningsAccumulatedLosses2021-12-3112381593core:RetainedEarningsAccumulatedLosses2022-12-31123815932022-12-3112381593core:Goodwill2023-01-012023-12-3112381593core:FurnitureFittings2023-01-012023-12-3112381593core:ComputerEquipment2023-01-012023-12-3112381593core:NetGoodwillbus:Consolidated2022-12-3112381593core:NetGoodwillbus:Consolidated2023-12-3112381593core:NetGoodwillbus:Consolidated2023-01-012023-12-3112381593core:NetGoodwillbus:Consolidated2022-12-3112381593core:OtherPropertyPlantEquipmentbus:Consolidated2022-12-3112381593core:OtherPropertyPlantEquipmentbus:Consolidated2023-01-012023-12-3112381593core:WithinOneYearbus:Consolidated2023-12-3112381593core:WithinOneYearbus:Consolidated2022-12-3112381593core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3112381593core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3112381593core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3112381593core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3112381593core:CurrentFinancialInstruments2023-12-3112381593core:CurrentFinancialInstruments2022-12-3112381593core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3112381593core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3112381593bus:PrivateLimitedCompanyLtd2023-01-012023-12-3112381593bus:FRS1022023-01-012023-12-3112381593bus:Audited2023-01-012023-12-3112381593bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3112381593bus:Director12023-01-012023-12-3112381593bus:Director32023-01-012023-12-3112381593bus:Director42023-01-012023-12-3112381593bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP