Company registration number 16030515 (England and Wales)
PROJECT CYCLONE MIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
PROJECT CYCLONE MIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
PROJECT CYCLONE MIDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 1 -
2025
Notes
£
£
Fixed assets
Investments
3
1
Current assets
Debtors
5
37,595,587
Creditors: amounts falling due within one year
6
(20,464,689)
Net current assets
17,130,898
Total assets less current liabilities
17,130,899
Creditors: amounts falling due after more than one year
7
(16,491,458)
Net assets
639,441
Capital and reserves
Called up share capital
1
Profit and loss reserves
639,440
Total equity
639,441

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
Mr J K Handley
Director
Company registration number 16030515 (England and Wales)
PROJECT CYCLONE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
- 2 -
1
Accounting policies
Company information

Project Cyclone Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Princes House, 38 Jermyn Street, London, United Kingdom, SW1Y 6DN.

1.1
Reporting period

The company was incorporated on 21 October 2024 and the accounts are prepared from this date to 31 March 2025.                    

1.2
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 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.

1.3
Going concern

The directors have a reasonable expectation that company has adequate resources to continue in operation for the foreseeable future.true

 

The company has performed well during the year ended 31 March 2025 and this performance has continued post year end. The directors have considered the ability of the company to trade for a period of twelve months post year end, considering current financial performance, liquidity, and forecast performance.

 

At the time of approving the financial statements, the directors are confident the company will have adequate resources to continue in operational existence for a period of at least twelve months and meet all their liabilities as and when they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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.

1.5
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.

PROJECT CYCLONE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 3 -
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.

 

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.

1.6
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.

3
Fixed asset investments
2025
£
Shares in group undertakings and participating interests
1
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
-
Valuation changes
1
At 31 March 2025
1
Carrying amount
At 31 March 2025
1
4
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

PROJECT CYCLONE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
4
Subsidiaries
(Continued)
- 4 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Project Cyclone Bidco Limited
Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER
Ordinary
100.00
Coolr Ltd
Acre House, 11/15 William Road, London, United Kingdom, NW1 3ER
Ordinary
100.00
Coolr Inc
531 Main Street, Suite 500, EL Segundo, CA, 90245, US
Ordinary
100.00
5
Debtors
2025
Amounts falling due after more than one year:
£
Amounts owed by group undertakings
37,595,587
6
Creditors: amounts falling due within one year
2025
£
Amounts owed to group undertakings
20,040,000
Other creditors
424,689
20,464,689
7
Creditors: amounts falling due after more than one year
2025
£
Other creditors
16,491,458

The long-term loans are secured by fixed charges and floating charges over the group's assets.

 

During the year, Group subsidiaries entered into a combination of fixed-rate and variable-rate loan note arrangements with external investors, together with subsequent refinancing of a portion of this debt with a commercial bank.

 

The loans carry market-based interest terms and are repayable over periods of up to seven years. Further detail is provided in the consolidated financial statements of the parent company.

Creditors which fall due after five years are as follows:
2025
£
Payable other than by instalments
16,491,458
PROJECT CYCLONE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 5 -
8
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 is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Russell Nathan
Statutory Auditor:
HW Fisher Audit
Date of audit report:
23 December 2025
9
Parent company

On 28 October 2024, the group was restructured with funding from Growth Capital Partners LLP.

 

The ultimate parent company is Project Cyclone Topco Limited, the registered address of the the parent company is Acre House, 11/15 William Road, London, England, NW1 3ER.

 

Project Cyclone Topco Limited heads group of which the company is a member and prepares group accounts.

 

In the opinion of the directors, there is no ultimate controlling party.

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