Registration number:
Isomer Capital Project SIO2 Limited
for the Year Ended 31 December 2024
Isomer Capital Project SIO2 Limited
Contents
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Company Information |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Isomer Capital Project SIO2 Limited
Company Information
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Directors |
O Adebisi R J Schorge |
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Registered office |
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Auditors |
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Isomer Capital Project SIO2 Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
The following directors were appointed after the year end:
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
EVMS Partners LLP were appointed as the company's first auditors by the directors and have expressed their willingness to continue in office. Appropriate arrangements will be put in place to ratify their continued appointment by way of resolution in general meeting of the company's members.
Small companies provision statement
This report has been prepared in accordance with the small companies regime under the Companies Act 2006.
Approved by the
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Isomer Capital Project SIO2 Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
Isomer Capital Project SIO2 Limited
Independent Auditor's Report to the Members of Isomer Capital Project SIO2 Limited
Opinion
We have audited the financial statements of Isomer Capital Project SIO2 Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, 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 Financial Reporting Standard 101.
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; and |
• | 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 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 were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
Isomer Capital Project SIO2 Limited
Independent Auditor's Report to the Members of Isomer Capital Project SIO2 Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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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 |
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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 our 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 where 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 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 Statement of Directors' Responsibilities, 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 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 procedures 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:
Isomer Capital Project SIO2 Limited
Independent Auditor's Report to the Members of Isomer Capital Project SIO2 Limited
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and non-compliance with laws and regulations, our procedures included the following: enquiring of management concerning the company’s policies with regards identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the company's policies detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the company’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
Additionally, the engagement team: discusses where fraud might occur in the financial statements and any potential indicators of fraud; and obtains an understanding of the legal and regulatory framework that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included the Companies Act 2006 and applicable tax legislation.
One particular focus area was the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the company for evidence of any large or unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries and other adjustments.
There are inherent limitations in our audit procedures described above. The more removed the 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: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Isomer Capital Project SIO2 Limited
Independent Auditor's Report to the Members of Isomer Capital Project SIO2 Limited
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.
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For and on behalf of
London
EC4M 7JU
Isomer Capital Project SIO2 Limited
Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
- |
- |
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Administrative expenses |
( |
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Gain/(loss) on financial assets at fair value through profit and loss |
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( |
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Interest payable and similar expenses |
( |
( |
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Loss before tax |
( |
( |
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Tax on loss |
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Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Isomer Capital Project SIO2 Limited
(Registration number: 07498729)
Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Investments |
6,672,291 |
7,178,114 |
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Current assets |
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Debtors |
- |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
( |
( |
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Provisions for liabilities |
( |
- |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
2 |
2 |
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Retained earnings |
(4,256,038) |
(3,730,731) |
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Shareholders' deficit |
(4,256,036) |
(3,730,729) |
Approved and authorised by the
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Isomer Capital Project SIO2 Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
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Share capital |
Retained earnings |
Total |
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At 1 January 2024 |
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( |
( |
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Loss for the year |
- |
( |
( |
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At 31 December 2024 |
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( |
( |
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Share capital |
Retained earnings |
Total |
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At 1 January 2023 |
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Loss for the year |
- |
( |
( |
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At 31 December 2023 |
2 |
(3,730,731) |
(3,730,729) |
Isomer Capital Project SIO2 Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in the United Kingdom and registered in England. Its principal activity is venture capital.
The company was formerly known as Saatchinvest Ltd and changed its name on 26 February 2025.
The address of its registered office is:
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Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 101 and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Going concern
The company had net liabilities of £4,500,380 at the balance sheet date, including £11,003,619 due to fellow group undertakings of the group of which the company was then part (see note 11). Subsequent to the balance sheet date, the company paid £86,496 and issued shares with nominal value of £10,917,123 to settle this balance in full prior to the company being acquired by its current owners. Subsequently the company has minimal costs and the directors have a valid expectation that any necessary liquidity to meet liabilities as they fall due will be provided by the company's new owner where they cannot be met by realisations of the company's investments. Accordingly, the directors have adopted the going concern convention in the preparation of these financial statements.
FRS 101 reduced disclosure exemptions
As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to key management personnel remuneration, presentation of a cash flow statement, standards not yet effective, financial instrument and impairment of assets. Where relevant, equivalent disclosures have been given in the group accounts of M&C Saatchi Plc. These group accounts are available to the public and can be obtained as set out in note 11.
Key sources of estimation uncertainty
The company's equity investments are in early stage unlisted companies. The key estimation uncertainty in these financial statements arises from the fair value of such investments at each reporting date. Estimates of such fair values are informed by the latest funding rounds of the underlying investee companies adjusted for key performance metrics of the investee entities since such rounds and the relative share rights of the company and other shareholders based on the underlying enterprise valuation indicated by the key performance metrics.
At the balance sheet date, a significant number of the investees had not issued substantive amounts of equity in the current or preceeding financial periods. Accordingly, the use of unobservable inputs relating to the investees' performance has significantly increased, with a commensurate increase in estimation risk. The carrying amount is £5,858,703 (2023 - £6,440,114).
Isomer Capital Project SIO2 Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Investments
Unlisted investments are initially recognised at fair value, being the consideration transferred and subsequently measured at fair value through profit and loss. At each reporting date the fair value is reassessed with gains and losses being recognised in the income statement.
On disposal contingent consideration is recognised at fair value, being the best estimate of the fair value of the consideration which will be received on resolution of the contingencies on which such amounts rest. At each reporting date the fair value is reassessed with gains and losses being recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade and other debtors
Trade and other debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade and other creditors
Trade and other creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade and other creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.
Isomer Capital Project SIO2 Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Interest payable and similar expenses |
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2024 |
2023 |
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Interest expense on other finance liabilities |
- |
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Interest payable on loans from group undertakings |
871,933 |
813,086 |
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Staff costs |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
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2024 |
2023 |
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Directors |
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Auditors' remuneration |
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2024 |
2023 |
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Audit of the financial statements |
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- |
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Other fees to auditors |
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All other non-audit services |
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- |
Isomer Capital Project SIO2 Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Taxation |
Tax credited in the profit and loss account
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2024 |
2023 |
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Current taxation |
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UK corporation tax |
( |
( |
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UK corporation tax adjustment to prior periods |
- |
( |
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(218,994) |
(183,881) |
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Deferred taxation |
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Arising from origination and reversal of timing differences |
|
( |
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Tax credit in the income statement |
( |
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
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Loss before tax |
( |
( |
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Corporation tax at standard rate |
( |
( |
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Decrease in tax from adjustment for prior periods |
- |
( |
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Effect of expense not deductible in determining taxable profit (tax loss) |
- |
|
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Decrease from tax losses for which no deferred tax asset was recognised |
( |
- |
|
Total tax credit |
( |
( |
Isomer Capital Project SIO2 Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Investments |
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Equity investments |
Contingent consideration |
Total |
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Non-current financial assets |
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Valuation |
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At 1 January 2024 |
6,440,113 |
738,000 |
7,178,113 |
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Fair value adjustments |
(320,548) |
463,428 |
142,880 |
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Disposals |
(163,254) |
(485,448) |
(648,702) |
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At 31 December 2024 |
5,956,311 |
715,980 |
6,672,291 |
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Carrying amount |
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At 31 December 2024 |
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6,672,291 |
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At 31 December 2023 |
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7,178,114 |
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Debtors |
|
Current |
2024 |
2023 |
|
Amounts owed by group undertakings |
- |
|
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Income tax asset |
- |
|
|
- |
|
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Cash and cash equivalents |
|
2024 |
2023 |
|
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Cash at bank |
|
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Isomer Capital Project SIO2 Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Creditors |
|
2024 |
2023 |
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Due within one year |
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Amounts owed to group undertakings |
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Accruals |
- |
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Amounts owed to group undertakings arose from a loan balance on which interest accrued at SONIA + 3%. The loan balance was capitalised subsequent to the balance sheet date.
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Provisions for liabilities |
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Deferred tax |
|
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Additional provisions |
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At 31 December 2024 |
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Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
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No. |
£ |
No. |
£ |
|
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Ordinary Shares of £1 each |
2 |
2 |
2 |
2 |
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Parent and ultimate parent undertaking |
At the balance sheet date, the company's immediate parent undertaking was M&C Saatchi Worldwide Limited, which is incorporated in the United Kingdom and registered in England and Wales. The ultimate parent undertaking at that date was M&C Saatchi PLC, which is also incorporated in United Kingdom and registered in England and Wales. M&C Saatchi PLC heads the largest and smallest group which produces publicly available consolidated financial statements which include the company's position and results. The consolidated accounts are publicly available from Companies House.
On 26 February 2025, the company's entire issued share capital was acquired by Isomer Secondaries I SCSp, a limited partnership registered in Luxembourg, which became the immediate and ultimate parent undertaking from that date.
Isomer Capital Project SIO2 Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Non adjusting events after the balance sheet date |
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