IDEM CAPITAL LTD
14524693
FILLETED ACCOUNTS
FOR THE PERIOD FROM 5 DECEMBER 2022 TO 30 APRIL 2024
IDEM CAPITAL LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
IDEM CAPITAL LTD
BALANCE SHEET
AS AT
30 APRIL 2024
30 April 2024
- 1 -
2024
Notes
£
£
Fixed assets
Investments
3
17,806,661
Current assets
Debtors
4
198,554
Cash at bank and in hand
65,038
263,592
Creditors: amounts falling due within one year
5
(641,965)
Net current liabilities
(378,373)
Total assets less current liabilities
17,428,288
Creditors: amounts falling due after more than one year
6
(20,096,635)
Net liabilities
(2,668,347)
Capital and reserves
Called up share capital
8
893
Share premium account
6,504
Profit and loss reserves
(2,675,744)
Total equity
(2,668,347)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 20 February 2025 and are signed on its behalf by:
Daniel Millard
Director
Company Registration No. 14524693
IDEM CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
- 2 -
1
Accounting policies
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 company has taken advantage of the following disclosure exemptions:
from the financial instrument disclosures, required under FRS 102 Section 11 Basic Financial Instruments paragraphs 11.39 to 11.48A and Section 12 Other Financial Instruments paragraphs 12.26 to 12.29;
The company has taken advantage not to disclose transactions and balances with other members of the group
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for at least 12 months from the date of approval of the financial statements. This is despite the company incurring a loss of £true2,675,744 and Net Liability of £2,668,347 during the financial year primarily due to the preference share costs.
The directors have assessed the company’s ability to continue as a going concern and have concluded that the going concern basis of preparation is appropriate. This is based on their viability assessment of its trading subsidiary - Energy Services International Limited operating into the foreseeable future, noting no issues.
Furthermore, Idem Capital Ltd is in a net liabilities position arising from the treatment of preference shares as liability rather than equity. Preference shares payable after one year is not redeemable until January 2029.
Based on the above reasons, the directors conclude that Idem Capital Ltd can continue as a going concern for at least 12 months from the date of approval of the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
IDEM CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies (continued)
- 3 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
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.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, 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.
IDEM CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies (continued)
- 4 -
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
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 company’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 when the company has 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.
1.9
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company 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.
IDEM CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies (continued)
- 5 -
1.10
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2024
Number
Total
4
3
Fixed asset investments
2024
£
Shares in group undertakings and participating interests
17,806,661
Movements in fixed asset investments
Shares in subsidiaries
£
Cost
At 5 December 2022
-
Additions
17,806,661
At 30 April 2024
17,806,661
Carrying amount
At 30 April 2024
17,806,661
At 5 December 2022
-
IDEM CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 6 -
4
Debtors
2024
Amounts falling due within one year:
£
Amounts owed by group undertakings
177,732
Other debtors
20,822
198,554
5
Creditors: amounts falling due within one year
2024
£
Amounts owed to group undertakings
97,454
Taxation and social security
26,406
Other creditors
518,105
641,965
6
Creditors: amounts falling due after more than one year
2024
£
Other creditors
20,096,635
7
Loans and overdrafts
2024
£
Preference shares
20,564,740
Payable within one year
468,105
Payable after one year
20,096,635
Redeemable preference shares carry an entitlement, in priority to any other class of shares, to a fixed cumulative dividend at the rate of 10% per annum on the amount credited as paid up on each share. The preference dividends are payable on the earliest of 1 January 2029; immediately prior to an exit event; and the date of redemption of such Preference Share.
The shares are redeemable at the option of the holder at the earlier of 1 January 2029 or immediately prior to an exit event.
Included in current liabilities is the maximum liability relating to the redemption of these shares that could be initiated by the preference shareholders in the next 12 months and unpaid dividends.
IDEM CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 7 -
8
Called up share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary of 1p each
56,694
567
B Ordinary of 1p each
23,306
233
C Ordinary of 1p each
9,000
90
D Ordinary of 1p each
250
3
89,250
893
2024
2024
Preference share capital
Number
£
Issued and fully paid
Preference Shares of £1 each
18,012,000
18,012,000
Preference shares classified as liabilities
18,012,000
On 5 December 2022, the company issued 1 Ordinary share of £1 each at par.
On 23 December 2022, the 1 Ordinary share of £1 each was sub-divided into 100 Ordinary shares of 1p each and redesignated as 100 A Ordinary shares of 1p each.
On 23 December 2022, 56,594 A Ordinary shares of 1p each were issued for a consideration of £56,594 resulting in a share premium of £56,028.06.
On 23 December 2023, 23,306 B Ordinary shares of 1p each were issued for a consideration of £23,306 resulting in a share premium of £23,072.94.
On 23 December 2023, 8,000 C Ordinary shares of 1p each were issued for a consideration of £8,000 resulting in a share premium of £7,920.
On 23 December 2022, 18,012,000 Preference shares of £1 each were issued at par.
On 4 September 2023, 1,000 C Ordinary shares of 1p each were issued for a consideration of £1,000 resulting in a share premium of £999.
On 8 November 2023, 250 D Ordinary shares of 1p each were issued for a consideration of £250 resulting in a share premium of £247.50.
The A and B are entitled to vote at general meetings and receive dividends but rank behind the Preference shareholders. The A and B Ordinary shares are not redeemable.
The C and D Ordinary shareholders are not entitled to vote at general meetings and have no rights to dividends. On return of capital, the C and D Ordinary shareholders rank behind the Preference shareholders.
The Preference shareholders are not entitled to vote at general meetings. The Preference shares are redeemable.
IDEM CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 8 -
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Robert J C Bain MA CA CTA and the auditor was Hall Morrice LLP.
10
Events after the reporting date
On 3 June 2024, 7,000 units of C Ordinary shares of 1p each were allotted for a consideration of £7,000 resulting in a share premium of £6,930.
On 30 July 2024, 125 units of D Ordinary shares of 1p each were allotted for a consideration of £125 resulting in a share premium of £123.75.
On 5 July 2024, the Company redeemed 409,998 preference shares at a total redemption value of £409,998. The redemption of these shares will be reflected in the financial statements for the subsequent period.
These events occurred after the reporting period and are considered a non-adjusting event under FRS 102. Consequently, no adjustments have been made to the financial statements for the year ended 30 April 2024.
11
Parent company
The Parent undertaking of Idem Capital Ltd is Vespa Capital III LP, a limited partnership incorporated in England and Wales. Its registered office is 3 St. James's Square, London, SW1Y 4JU.
12
Company information
Idem Capital Ltd is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, Templeback, 10 Temple Back, Bristol, United Kingdom, BS1 6FL.