OCP_MADISON_HOLDINGS,_LTD - Accounts

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

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

OCP Madison Holdings, Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 85 Great Portland Street, London, United Kingdom, W1W 7LT.

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 financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company reported net liabilities of £2.4 million (2019: net assets of £0.3 million) for the year ended 31 March 2020. The company and subsidiaries are reliant on funding.true

The directors have reviewed the historic operating, financial and cash flow performance of the company as well as the operating, financial and cash flow forecasts through to June 2022 to assess the funding requirements of the company.

The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are aware of the certain material uncertainties which may cast doubt on the company’s ability to continue as a going concern. Namely, its ability to meet its liabilities as they fall due, is dependent upon: (a) for the foreseeable future, the availability of additional financing; and (b) in the longer-term, the availability of additional financing and/or on the improvement in the financial performance of the company through its ability to increase revenues from ticketing, sponsorship, hospitality, broadcasting, merchandising and other sources of revenues.

The company and subsidiaries are currently loss-making and the forecasts show that the company and subsidiaries will require further funding before they become cash generative. Therefore, the company is reliant upon the support of its shareholders to continue to raise funds in order to continue its and its subsidiaries operations.

Subsequent to the year-end covered by these financial statements, a majority of existing shareholders approved the issuance by the company of up to £1.5 million pounds in the form of a secured convertible loan note in order to continue to fund the ongoing operations of the business. As of 31 December 2020, a total amount of £1.25 million had been invested into the secured convertible loan note. In addition, the company is actively seeking outside capital from third-party investors including potential strategic partners.

Whilst committed funding arrangements from either existing shareholders or third-party investors are not in place, the directors believe that they will be able to continue to raise sufficient capital as required to ensure that the company can continue in business.

The directors have also considered the ongoing impact of the COVID-19 virus on the future viability of the company. Since the year end, events have had to be postponed due to the health concerns of athletes, staff and guests. At the date of preparing these financial statements, the full impact on the business cannot be quantified which gives rise to a material uncertainty as to whether the financial statements should be prepared on a going concern basis. The directors continue to take all available steps to maintain sufficient resources in order that the business can continue.

For the reasons stated above, the directors continue to adopt the going concern basis in preparing the financial statements. No reserves, provisions or any other adjustments that may be required if the company were unable to continue as a going concern have been included in these financial statements.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

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 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.

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Trade and other debtors

Trade and other debtors are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest. Loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method less any impairment.

Trade and other creditors

Trade and other creditors are measured at their transaction price unless the arrangement constitutes a financin transaction in which case the transaction is measured at the present value of future payments discounted at the prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method.

The average monthly number of persons (including directors) employed by the company during the year was:

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 audit report draws the users attention to the material uncertainty relating to going concern as described in the accounting policies (1.2) in these financial statements.

The auditor's report was unqualified.

In April 2020, following the cancellation of events and curtailment of the 2019/20 Six Day Series due to the impact of COVID-19, shareholders invested £1m into a Secured Convertible Loan Note Instrument with a 12 month maturation date. In December 2020 a further £250k was invested into this instrument. In March 2021, the directors of OCP Madison Holdings made an extension request, which was accepted and approved by a majority of the noteholders to move the maturation date of the Secured Convertible Loan Note to April 2022.