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COMPANY REGISTRATION NUMBER: 10647133
Skyfair Limited
Financial Statements
31 December 2024
Skyfair Limited
Financial Statements
Year ended 31 December 2024
Contents
Page
Directors' report
1
Independent auditor's report to the member
3
Statement of income and retained earnings
6
Statement of financial position
7
Notes to the financial statements
8
Skyfair Limited
Directors' Report
Year ended 31 December 2024
The directors present their report and the financial statements of the company for the year ended 31 December 2024 .
Directors
The directors who served the company during the year were as follows:
E Yildirim
A Oral
Directors' responsibilities statement
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Small company provisions
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
This report was approved by the board of directors on 14 April 2025 and signed on behalf of the board by:
E Yildirim
A Oral
Director
Director
Registered office:
Suite 1
First Floor
1 Duchess Street
London
England
W1W 6AN
Skyfair Limited
Independent Auditor's Report to the Member of Skyfair Limited
Year ended 31 December 2024
Opinion
We have audited the financial statements of Skyfair Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.
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
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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit; or - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.
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 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.
Auditor's responsibilities for the audit of the financial statements
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant is the Companies Act 2006. We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by considering the controls established to address risks identified by management, or that otherwise seek to prevent, deter, or detect fraud. We also considered performance and incentive plan targets and their potential to influence management to manage earnings. Based on this understanding, we designed our procedures to identify non-compliance with such laws and regulations. Our procedures involved inquiries of management and focused testing on the risk of management override of internal controls as required by ISAs (UK).
Use of our report
This report is made solely to the company's member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
Paul Mattei
(Senior Statutory Auditor)
For and on behalf of
Leaman Mattei
Chartered accountants & statutory auditor
Suite 1, First Floor
1 Duchess Street
London
W1W 6AN
14 April 2025
Skyfair Limited
Statement of Income and Retained Earnings
Year ended 31 December 2024
2024
2023
Note
£
£
Cost of sales
2,237,229
1,608,141
------------
------------
Gross loss
( 2,237,229)
( 1,608,141)
Administrative expenses
40,644
35,205
------------
------------
Operating loss
( 2,277,873)
( 1,643,346)
Other interest receivable and similar income
5
5,936
10,166
------------
------------
Loss before taxation
( 2,271,937)
( 1,633,180)
Tax on loss
------------
------------
Loss for the financial year and total comprehensive income
( 2,271,937)
( 1,633,180)
------------
------------
Retained losses at the start of the year
( 3,447,061)
( 1,813,881)
------------
------------
Retained losses at the end of the year
( 5,718,998)
( 3,447,061)
------------
------------
All the activities of the company are from continuing operations.
Skyfair Limited
Statement of Financial Position
31 December 2024
2024
2023
Note
£
£
Current assets
Stocks
15,000,000
16,000,000
Debtors
6
47,928
12,179
Cash at bank and in hand
6,787,258
9,522,143
-------------
-------------
21,835,186
25,534,322
Creditors: amounts falling due within one year
7
17,954,183
19,381,382
-------------
-------------
Net current assets
3,881,003
6,152,940
------------
------------
Total assets less current liabilities
3,881,003
6,152,940
Creditors: amounts falling due after more than one year
8
9,600,000
9,600,000
------------
------------
Net liabilities
( 5,718,997)
( 3,447,060)
------------
------------
Capital and reserves
Called up share capital
1
1
Profit and loss account
( 5,718,998)
( 3,447,061)
------------
------------
Shareholder deficit
( 5,718,997)
( 3,447,060)
------------
------------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
These financial statements were approved by the board of directors and authorised for issue on 14 April 2025 , and are signed on behalf of the board by:
E Yildirim
A Oral
Director
Director
Company registration number: 10647133
Skyfair Limited
Notes to the Financial Statements
Year ended 31 December 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Suite 1, First Floor, 1 Duchess Street, London, W1W 6AN, England.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
In the opinion of the directors, continued financial support will be available such that the company can continue trading and meet it's liabilities as they fall due. Based on this, the directors consider it appropriate that the financial statements are prepared on a going concern basis.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
4. Auditor's remuneration
2024
2023
£
£
Fees payable for the audit of the financial statements
4,000
3,300
-------
-------
5. Other interest receivable and similar income
2024
2023
£
£
Interest on cash and cash equivalents
5,936
10,166
-------
--------
6. Debtors
2024
2023
£
£
Other debtors
47,928
12,179
--------
--------
7. Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
39,063
113,222
Other creditors
17,915,120
19,268,160
-------------
-------------
17,954,183
19,381,382
-------------
-------------
8. Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
9,600,000
9,600,000
------------
------------
9. Financial instruments
For financial instruments measured at fair value, the basis for determining fair value must be disclosed. When a valuation technique is used, the assumptions applied in determining fair value for each class of financial assets or financial liabilities must be disclosed. If a reliable measure of fair value is no longer available for ordinary or preference shares measured at fair value through profit or loss, this must also be disclosed.
10. Holding company
The immediate and ultimate holding company is Mathir BV; a company registered in Amsterdam, The Netherlands. The directors consider the ultimate controlling party to be RJ Ilicak. At the year end, included in other creditors, is a balance of £17,901,671(2023:£19,251,671) due to RJ Ilicak.