BIS Limited - Limited company accounts 18.2

REGISTERED NUMBER: 04037250 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 March 2019

for

BIS Limited

Page

Company Information

1

Report of the Directors

2

Independent Auditors' Report

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

D M Howson

S K Mitchell

REGISTERED OFFICE:

Commodity Quay

St Katharine Docks

London

E1W 1AZ

REGISTERED NUMBER:

04037250 (England and Wales)

AUDITORS:

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

1 Embankment Place

London

WC2N 6RH

SOLICITORS:

Squire Patton Boggs LLP

7 Devonshire Square

London

EC2M 4YH

The directors present their report with the financial statements of the company for the year ended 31 March 2019.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of managed

data services including global network connectivity, online data backup, managed hosting and

co-location services.

DIVIDENDS

No dividends have or will be distributed for the year ended 31 March 2019 (2018: £nil)

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2018 to the

date of this report.

D M Howson

S K Mitchell

GOING CONCERN

The directors have reviewed the company's future cash forecasts and revenue projections, which

have been prepared on the basis of past experience, market information and trading conditions

and believe, based on these forecasts, projections and the formal support available from

Charlesbank through the intermediate holdings company CB-SDG Topco Limited, that it is

appropriate to prepare the financial statements of the Company on a going concern basis.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the Financial Statements in

accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under

that law the directors have prepared the financial statements in accordance with United Kingdom

Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS

102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" Section 1A,

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 the financial statements, the

directors are required to:

- select suitable accounting policies and then apply them consistently;

- state whether applicable United Kingdom Accounting Standards, comprising FRS 102 Section

1A, have been followed, subject to any material departures disclosed and explained in the financial

statements;

- make judgements and accounting estimates that are reasonable and prudent; and

- 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 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.

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418

of the Companies Act 2006) of which the company's auditors are unaware, and each director has

taken all the steps that he ought to have taken as a director in order to make himself aware of any

relevant audit information and to establish that the company's auditors are aware of that

information.

AUDITORS

The auditors, PricewaterhouseCoopers LLP, will be proposed for re-appointment at the

forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S K Mitchell - Director

20 August 2019

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

In our opinion, BIS Limited's financial statements:-

- give a true and fair view of the state of the company's affairs as at 31 March 2019 and of its profit

for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting

Standard applicable in the UK and Republic of Ireland" Section 1A, and applicable law); and

- have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Report of the Directors and Financial

Statements (the "Annual Report"), which comprise: the Balance Sheet as at 31 March 2019; the

Statement of Comprehensive Income, the Statement of Changes in Equity for the year then ended;

and the notes to the financial statements, which include a description of the significant accounting

policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)")

and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors'

responsibilities for the audit of the financial statements section of our report. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical

Standard, and we have fulfilled our other ethical responsibilities in accordance with these

requirements.

Conclusions relating to going concern

ISAs (UK) require us to report to you when:

- the directors' use of the going concern basis of accounting in the preparation of the financial

statements is not appropriate; or

- the directors have not disclosed in the financial statements any identified material uncertainties

that may cast significant doubt about the company's ability to continue to adopt the going concern

basis of accounting for a period of at least twelve months from the date when the financial

statements are authorised for issue.

We have nothing to report in respect of the above matters.

However, because not all future events or conditions can be predicted, this statement is not a

guarantee as to the company's ability to continue as a going concern. For example, the terms on

which the United Kingdom may withdraw from the European Union are not clear, and it is difficult

to evaluate all of the potential implications on the company's trade, customers, suppliers and the

wider economy.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial

statements and our auditors' report thereon. The directors are responsible for the other

information. Our opinion on the financial statements does not cover the other information and,

accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated

in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we

are required to perform procedures to conclude whether there is a material misstatement of 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 based on these responsibilities.

With respect to the Report of the Directors, we also considered whether the disclosures required

by the UK Companies Act 2006 have been included.

Based on the responsibilities described above and our work undertaken in the course of the audit,

ISAs (UK) require us also to report certain opinions and matters as described below.

Report of the Directors

In our opinion, based on the work undertaken in the course of the audit, the information given in

the Report of the Directors for the year ended 31 March 2019 is consistent with the financial

statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the

course of the audit, we did not identify any material misstatements in the Report of the Directors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors' Responsibilities set out on page 2, the

directors are responsible for the preparation of the financial statements in accordance with the

applicable framework and for being satisfied that they give a true and fair view. The directors are

also responsible for such internal control as they 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.

Auditors' 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 auditors'

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.

A further description of our responsibilities for the audit of the financial statements is located on the

FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditors' report.

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as

a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other

purpose. We do not, in giving these opinions, accept or assume responsibility for any other

purpose or to any other person to whom this report is shown or into whose hands it may come

save where expressly agreed by our prior consent in writing.

OTHER REQUIRED REPORTING

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

- we have not received all the information and explanations we require for our audit; or

- adequate accounting records have not been kept by the company, or returns adequate for our

audit have not been received from branches not visited by us; or

- certain disclosures of directors' remuneration specified by law are not made; or

- the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors

were not entitled to prepare financial statements in accordance with the small companies regime;

take advantage of the small companies exemption in preparing the Report of the Directors; and

take advantage of the small companies exemption from preparing a strategic report. We have no

exceptions to report arising from this responsibility.

Jennifer Dickie (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

1 Embankment Place

London

WC2N 6RH

20 August 2019

TURNOVER

4

5,733

6,078

Cost of sales

(3,734

)

(3,770

)

GROSS PROFIT

1,999

2,308

Administrative expenses

(1,083

)

(1,695

)

OPERATING PROFIT

6

916

613

Income from shares in group undertakings

2,494

-

Interest receivable and similar income

1,377

1,010

4,787

1,623

Amounts written off investments

(1,320

)

-

3,467

1,623

Interest payable and similar expenses

(1,345

)

(1,198

)

PROFIT BEFORE TAXATION

2,122

425

Tax on profit

-

-

PROFIT FOR THE FINANCIAL YEAR

2,122

425

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,122

425

FIXED ASSETS

Intangible assets

7

-

-

Tangible assets

8

3,327

4,384

Investments

9

82

1,402

3,409

5,786

CURRENT ASSETS

Debtors: amounts falling due within one year

10

18,778

14,570

Cash at bank

207

707

18,985

15,277

CREDITORS

Amounts falling due within one year

11

(14,447

)

(13,545

)

NET CURRENT ASSETS

4,538

1,732

TOTAL ASSETS LESS CURRENT LIABILITIES

7,947

7,518

CREDITORS

Amounts falling due after more than one year

12

(5,282

)

(6,975

)

NET ASSETS

2,665

543

CAPITAL AND RESERVES

Called up share capital

14

415

415

Share premium

6,248

6,248

Accumulated losses

(3,998

)

(6,120

)

SHAREHOLDERS' FUNDS

2,665

543

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements on pages 7 to 17 were approved by the Board of Directors on 20 August 2019 and were signed on its behalf by:

S K Mitchell - Director

Called up

share

Accumulated

Share

Total

capital

losses

premium

equity

£'000

£'000

£'000

£'000

Balance at 1 April 2017

415

(6,545

)

6,248

118

Changes in equity

Total comprehensive income

-

425

-

425

Balance at 31 March 2018

415

(6,120

)

6,248

543

Changes in equity

Total comprehensive income

-

2,122

-

2,122

Balance at 31 March 2019

415

(3,998

)

6,248

2,665

1.	STATUTORY INFORMATION

BIS Limited is a private company, limited by shares, registered and incorporated in England

and Wales. The company's registered number and registered office address can be found

on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The principal accounting policies applied in the preparation of these financial statements are

set out below and have been consistently applied to all years presented, unless otherwise

stated.

Going Concern

The directors have reviewed the company's future cash forecasts and revenue projections,

which have been prepared on the basis of past experience, market information and trading

conditions and believe, based on these forecasts, projections and the formal support

available from Charlesbank through the intermediate holdings company CB-SDG Topco

Limited, that it is appropriate to prepare the financial statements of the company on a going

concern basis.

Preparation of consolidated financial statements

The financial statements contain information about BIS Limited as an individual company

and do not contain consolidated financial information as the parent of a group. The

company is exempt under Section 400 of the Companies Act 2006 from the requirements to

prepare consolidated financial statements as it and its subsidiary undertaking are included

by full consolidation in the consolidated financial statements of its parent, CB-SDG Midco

Limited, within the United Kingdom.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting

Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland', not to disclose related party transactions with wholly owned subsidiaries within the

group.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience

and other factors, including expectation of future events that are believed to be reasonable

under the circumstances.

Capitalised software - useful economic life

The useful life is determined by management at the time the softwareisacquired and

brought into use and is regularly reviewed forappropriateness. For computer software

licences, the useful life represents management’s view of the expected term over which the

company will receive benefits from the software, but not exceeding the licence term. For

unique software products controlled by the company the lifeisbased on historical

experience with similar products as well asanticipation of future events which may impact

their life such as changes in technology. Historically changes in useful lives have not

resulted in material changes to the company's amortisation charge.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding

discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are

measured at cost less any accumulated amortisation and any accumulated impairment

losses.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible assets

Depreciation is provided at the following annual rates in order to write off the cost less

estimated residual value fo each asset over its estimated useful life.

Years

Long leasehold

25

Fixtures and fittings

3 to 5

Network equipment

3 to 5

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement

of Comprehensive Income, except to the extent that it relates to items recognised in other

comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that

have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not

reversed at the Balance Sheetbalance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in

periods different from those in which they are recognised in financial statements. Deferred

tax is measured using tax rates and laws that have been enacted or substantively enacted at

the Balance Sheet date and that are expected to apply to the reversal of the timing

difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it

is probable that they will be recovered against the reversal of deferred tax liabilities or other

future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the

balance sheet. Those held under hire purchase contracts are depreciated over their

estimated useful lives. Those held under finance leases are depreciated over their

estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period.

The capital element of the future payments is treated as a liability.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the

company.

5.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2018 - NIL).

All staff are employed by Six Degrees Holdings Limited, a fellow group company, and their

costs are recharged via a management fee. It is not practical to allocate individuals to

individual companies within the group.

6.	OPERATING PROFIT

The operating profit is stated after charging:

2019

2018

£'000

£'000

Depreciation - owned assets

44

48

Depreciation - assets on finance leases

1,013

871

7.	INTANGIBLE ASSETS

Computer

software

£'000

COST

At 1 April 2018

and 31 March 2019

652

AMORTISATION

At 1 April 2018

and 31 March 2019

652

NET BOOK VALUE

At 31 March 2019

-

At 31 March 2018

-

8.	TANGIBLE ASSETS

Fixtures

Long

and

Network

leasehold

fittings

Equipment

Totals

£'000

£'000

£'000

£'000

COST

At 1 April 2018

and 31 March 2019

16,412

758

8,091

25,261

DEPRECIATION

At 1 April 2018

12,263

627

7,987

20,877

Charge for year

1,013

39

5

1,057

At 31 March 2019

13,276

666

7,992

21,934

NET BOOK VALUE

At 31 March 2019

3,136

92

99

3,327

At 31 March 2018

4,149

131

104

4,384

Fixed assets, included in the above, which are held under finance leases are as follows:

Long

leasehold

£'000

COST

At 1 April 2018

and 31 March 2019

16,407

DEPRECIATION

At 1 April 2018

12,263

Charge for year

1,013

At 31 March 2019

13,276

NET BOOK VALUE

At 31 March 2019

3,131

At 31 March 2018

4,144

9.	INVESTMENTS

Shares in

group

undertakin

£'000

COST

At 1 April 2018

1,402

Impairments

(1,320

)

At 31 March 2019

82

NET BOOK VALUE

At 31 March 2019

82

At 31 March 2018

1,402

The company's investments at the Balance Sheet date in the share capital of companies

include the following:

SKD 21 Ltd

Registered office: United Kingdom

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

BIS Datacentres Limited

Registered office: United Kingdom

Nature of business: Non-trading

%

Class of shares:

holding

Ordinary

100.00

The registered office of the above companies is Commodity Quay, St Katharine Docks,

London E1W 1AZ.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£'000

£'000

Trade debtors

967

808

Amounts owed by group undertakings

16,359

12,328

Other debtors

905

849

Prepayments and accrued income

547

585

18,778

14,570

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£'000

£'000

Finance leases (see note 13)

1,694

1,722

Trade creditors

442

1,062

Amounts owed to group undertakings

10,570

8,838

Social security and other taxes

55

64

Other creditors

108

99

Accruals and deferred income

1,578

1,760

14,447

13,545

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2018

£'000

£'000

Finance leases (see note 13)

5,282

6,975

13.	LEASING AGREEMENTS

Minimum lease payments under finance leases fall due as follows:

Finance leases

2019

2018

£'000

£'000

Gross obligations repayable:

Within one year

1,997

2,115

Between one and five years

5,670

7,658

7,667

9,773

Finance charges repayable:

Within one year

303

393

Between one and five years

388

683

691

1,076

Net obligations repayable:

Within one year

1,694

1,722

Between one and five years

5,282

6,975

6,976

8,697

The finance lease relates to the Greenwich Datacentre. This is a 25 year lease running to

2033 with rent review dates on 15th February 2023 and 2028. There is also a break clause

effective 15th February 2023.

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2019

2018

value:

£'000

£'000

408,727

Ordinary A

£1

409

409

581,158

Ordinary X

£0.01

6

6

415

415

The Ordinary A and Ordinary X shares rank pari-passu

15.	POST BALANCE SHEET EVENTS

On 3 April 2019 the Group, of which the company is a member, refinanced its external debt.

Further details can be found in the consolidated financial statements of CB-SDG Topco Ltd.