The directors present the strategic report for the period ended 30 June 2024.
UP1 Holdings Limited owns 100% of the issued share capital of Ark UP1 Limited. The principal activity of Ark UP1 Limited is the ownership, development and leasing of data centres.
Financial indicators
The Board of Directors are pleased to report the following financial results for the company's subsidiary undertaking, Ark UP1 Limited:
| 2024 (£) | 2023 (£) | Change (£) | % Change |
Property income | 16,759,637 | 9,599,790 | 7,159,847 | +74.58% |
Operating profit | 1,319,879 | 415,854 | 904,025 | +217.39% |
Interest payable | (28,514,061) | (7,193,028) | (21,321,033) | +296.41% |
Profit/(loss) for year | 14,571,156 | (31,160,443) | 45,731,599 | +246.76% |
Investment property | 353,500,000 | 247,500,000 | 106,000,000 | +42.83% |
Total equity | (3,525,171) | (31,160,343) | 27,635,172 | +88.69% |
Non-financial indicators
Alongside the financial performance, the key performance indicators of the Company and its subsidiary include;
MW capacity (built, contracted and available)
contract term
build costs
delivering in accordance with build programmes
maintaining operational excellence
stakeholder (customer and suppler) satisfaction scores
The business plan of Ark is built around a long-term strategy and significant progress has been made during the year to 30 June 2024. The Board of Directors believe that the Company’s position within the marketplace remains strong, and we look forward to further expansion in 2025.
Principal risks faced by the Company and its subsidiary are identified and monitored through a regular process that is reviewed by Ark's Senior Leadership Team and presented to the Board of Directors. Principal risks include, but are not limited to;
Operational risks from a power or cooling outage or a security breach. The Company places a primary focus on preventative measures and controls to address these risks through its design and construction of the facilities and operation of robust accredited processes and regular maintenance programmes. Additionally, the Company undertakes regular exercises, involving our customers and supply chain, across multiple scenarios to test the application and robustness of its procedures.
Performance in an increasingly competitive marketplace is continually monitored. The Company engages proactively with its customers, both existing and prospective, to understand their requirements and has continuously progressed innovation in data centre design and construction to meet those needs and drive efficiencies.
Uncertainty of current economic conditions may impact supply and/or development arrangements, although this is largely mitigated by entering into fixed priced contracts for the construction of the data centres and ensuring critical supplies are available when needed.
The Company manages these risks on an ongoing basis, and the Board of Directors believe that the Company’s offering within the marketplace remains strong, and that it is well positioned to continue its growth.
No events have occurred since the balance sheet date which significantly affect the Company.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 June 2024.
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
UHY Hacker Young were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
Basis for 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period 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.
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 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.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
enquires were made of management to identify the laws and regulations to the company and assessed their significance to the company;
enquires were made of management for any actual or potential litigation and claims and the team remained alert to instances of such throughout the audit; and
we assessed the susceptibility of the financial statements to material misstatement, including obtaining an understanding of how fraud might occur.
We evaluated the susceptibility of the company's financial statements to material misstatement from fraud or management bias. To address this risk, we:
made enquires with management of their knowledge of actual, suspected or alleged fraud; and
tested accounting entries to identify unusual, large or appearing outside the normal course of the business.
In response to the risk of irregularities and non-compliance with laws and regulations we:
agreed financial statement disclosures to underlying supporting documentation; and
made enquires with management as to actual and potential litigation and claims.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 16 form part of these financial statements.
The notes on pages 12 to 16 form part of these financial statements.
The notes on pages 12 to 16 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The notes on pages 12 to 16 form part of these financial statements.
UP1 Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Spring Park, Westwells Road, Hawthorn, Corsham, Wiltshire, SN13 9GB.
The company was incorporated on 5 June 2023 and these financial statements have been prepared for the period from the date of incorporation to 30 June 2024.
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 £.
This 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.
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, 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Fixed asset investments are reviewed by the directors for impairment at each balance sheet date. This assessment involves considering factors such as the future profitability, cash flow forecasts, and overall financial position of the investments.
Based on this review and the directors’ judgment, which takes into account available financial information and market conditions, it has been concluded that there is no indication of impairment as of the reporting date. However, this assessment is subject to estimation uncertainty, and future changes in economic conditions, which could impact the valuation of these investments.
The above fees are borne by the company's immediate parent company, Ark Estates 2 Limited.
There were no employees during the period.
No directors' remuneration was paid in the period. The directors are remunerated by other group undertakings for which no allocations are made to the company.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
The company owns 100% of the issued share capital of Ark UP1 Limited, which is incorporated in England and Wales and has the same registered office as the company. The principal activity of Ark UP1 Limited is that of the ownership, development and leasing of data centres.
On incorporation 100 ordinary shares of £1 each were issued at par.
On 31 December 2023 13,064,016 ordinary shares of £1 each were issued at par.
The assets of the company have been pledged as security against a bank loan held by Ark UP1 Limited, the company's subsidiary undertaking. For full details of the bank loan, please refer to the financial statements of Ark UP1 Limited available at Companies House.