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Registered number: 09983523














OUT OF NOWHERE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
OUT OF NOWHERE LIMITED
 
 
COMPANY INFORMATION


Directors
K Osler 
L J M Wolfman 




Registered number
09983523



Registered office
Bankstock Building 3rd Floor
42-44 De Beauvoir Crescent

London

N1 5SB




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
OUT OF NOWHERE LIMITED
 

CONTENTS



Page
Statement of Financial Position
 
 
1
Notes to the Financial Statements
 
 
2 - 7

 
OUT OF NOWHERE LIMITED
REGISTERED NUMBER:09983523

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 5 
-
57,768

Current assets
  

Debtors: amounts falling due within one year
 6 
6,350
10,469

Cash at bank and in hand
  
30,008
92,044

  
36,358
102,513

Current liabilities
  

Creditors: amounts falling due within one year

 7 

(854,679)
(450,759)

  

Net liabilities
  
(818,321)
(290,478)


Capital and reserves
  

Called up share capital 
 8 
100
100

Profit and loss account
  
(818,421)
(290,578)

  
(818,321)
(290,478)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 December 2024.




L J M Wolfman
Director

The notes on pages 2 to 7 form part of these financial statements.

Page 1

 
OUT OF NOWHERE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Out Of Nowhere Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bankstock Buliding 3rd Floor,42-44 De Beauvoir Crescent, London, N1 5SB.
The principal activity of the company continued to be the sales of tickets for festivals and events operated by the company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is £ Sterling.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.3

Turnover

Turnover is recognised in the period which it relates to at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Turnover from ticket sales is recognised at the point of which the service is provided. The service is provided once the festival occurred. 
Turnover from product sales is recorded at the point of sale, while sponsorship income is recognised upon delivery of the agreed-upon services.
Turnover related to traders is recognised only after the event concludes, ensuring accurate reflection of service delivery and compliance with contractual terms.

Page 2

 
OUT OF NOWHERE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

As at the balance sheet date, the Company has cancelled the El Dorado festival scheduled for 2024. This cancellation has significant implications for the Company’s operations, as it is anticipated that there will be no revenue generated from this event in the upcoming financial year. The absence of expected revenue raises substantial doubt about the Company’s ability to continue as a going concern.
The directors have considered the impact of this cancellation on the Company's future financial performance, including cash flow projections and operational viability. Given the current circumstances, there is a material uncertainty that may cast significant doubt on the Company's ability to meet its financial obligations as they fall due.
The Company is actively exploring alternative strategies to generate revenue and maintain operations. However, there is no assurance that these efforts will be successful.
At present the ultimate parent company has provided assurance that it will continue to support the company for the foreseeable future, and on this basis the directors have prepared the financial statements on a going concern basis.

 
2.5

Pensions

Defined contribution pension plan

The Company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
33%
Fixtures and fittings
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 3

 
OUT OF NOWHERE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.8

Debtors

Short-term debtors are measured at the transaction price, less any impairment. 

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. 

  
2.11

Affiliated undertakings

In the financial statements, companies are described as affiliated to Out Of Nowhere Limited if:
(i) they have the same shareholders or ultimate shareholders as Out Of Nowhere Limited; or 
(ii) the company is owned by one or more of the shareholders of Out Of Nowhere Limited. 

  
2.12

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors.


3.


Employees

The average monthly number of employees, including directors, during the year was 3 (2022 - 3).

Page 4

 
OUT OF NOWHERE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Taxation

No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022.
Factors that may affect future tax charges
As at the year end, the company had corporation tax losses of £859,206 (2022 - £364,591) representing a potential deferred tax asset totalling £214,801 (2022 - £91,148), in respect of unutilised trade losses. As it cannot be foreseen with any underlying certainty as to when this asset will be realised in the near future, it has not been recognised in the accounts.


5.


Tangible fixed assets





Plant and machinery
Fixtures and fittings
Total

£
£
£



Cost 


At 1 January 2023
86,220
14,309
100,529



At 31 December 2023

86,220
14,309
100,529



Depreciation


At 1 January 2023
28,452
14,309
42,761


Charge for the year on owned assets
28,453
-
28,453


Impairment charge
29,315
-
29,315



At 31 December 2023

86,220
14,309
100,529



Net book value



At 31 December 2023
-
-
-



At 31 December 2022
57,768
-
57,768


6.


Debtors

2023
2022
£
£


Trade debtors
1,350
10,469

Other debtors
5,000
-

6,350
10,469


Page 5

 
OUT OF NOWHERE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Creditors: Amounts falling due within one year

As restated
2023
2022
£
£

Trade creditors
39,739
-

Amounts owed to group undertakings
514,211
-

Amounts owed to affiliated undertakings
80,463
282,687

Other taxation and social security
2,549
6,369

Other creditors
210,867
-

Accruals and deferred income
6,850
161,703

854,679
450,759



8.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



75 Ordinary X shares of £1.00 each
75
-
25 Ordinary Y shares of £1.00 each
25
-
100 Ordinary shares of £1.00 each
-
100

100

100

On 13 June 2023, the 100 Ordinary shares in issue were re-designated to create 50 Ordinary X shares and 50 Ordinary Y shares.   
Subsequent to the re-designation of the shares, on 20 November 2023 25 Ordinary Y shares were re-designated to 25 Ordinary X shares, by virtue of being transfered to the X shareholder in accordance with Article 13.3(b) of the company's articles of association.



9.


Prior year adjustment

For the year ended 31 December 2022, turnover related to ticket sales was overstated by £112,896 due to an error identified in the calculation of deferred income. This error resulted in the understatement of the loss for that year of £112,986 with a corresponding understatement of liabilities at 31 December 2022. Consequently, a prior year adjustment has been made to correct these figures in the financial statements.


10.


Related party transactions

The Company has taken advantage of the exemption under FRS102 33.1A Related Party Disclosures not to disclose transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is a party to the transaction is wholly owned by a member of that group.
Amounts owed to affiliated undertakings are interest free loans and repayable on demand.

Page 6

 
OUT OF NOWHERE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Post statement of financial position events

Subsequent to the Statement of Financial Position date, the company's El Dorado event scheduled for 2024 was cancelled. As a result, all ticket sales made for this event will be refunded. Given the cancellation, no revenue will be recognised in the upcoming financial year, and no trading activity related to this event is anticipated. This event has been disclosed to provide transparency regarding its impact on the Company's future financial performance.


12.


Controlling party

The ultimate parent and controlling company is AEI Ventures Limited, a company registered in England and Wales. Their registered address is Bankstock Building 3rd Floor, 42-44 De Beauvoir Crescent, London, N1 5SB.

13.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 18 December 2024 by Stephen Iseman FCA (Senior Statutory Auditor) on behalf of Sopher + Co LLP.

 
Page 7