Aurelius Fox Limited - Limited company accounts 20.1

REGISTERED NUMBER: 13017544 (England and Wales)

Report of the Directors and

Financial Statements

for the Period

13 November 2020 to 31 March 2022

for

Aurelius Fox Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Statement of Cash Flows

10

Notes to the Statement of Cash Flows

11

Notes to the Financial Statements

12

DIRECTORS:

T Nagler

M Cryer

REGISTERED OFFICE:

6th Floor

33 Glasshouse Street

London

W1B 5DG

REGISTERED NUMBER:

13017544 (England and Wales)

AUDITORS:

Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

The directors present their report with the financial statements of the company for the period 13 November 2020 to 31 March 2022.

INCORPORATION

The company was incorporated on 13 November 2020 .

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the period ended 31 March 2022.

DIRECTOR

T Nagler was appointed as a director on 13 November 2020 and held office during the whole of the period from then to the date of this report.

M Cryer was appointed as a director after 31 March 2022 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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.

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, Venture House Business Service Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Cryer - Director

7 September 2022

Opinion

We have audited the financial statements of Aurelius Fox Limited (the 'company') for the period ended 31 March 2022 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 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 March 2022 and of its loss for the period 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 Auditors' 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

We draw your attention to note 13, as stated, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. 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 in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Report of the Directors.

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation,

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Grahame Harbour (Senior Statutory Auditor)

for and on behalf of Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

7 September 2022

TURNOVER

-

Administrative expenses

9,320

OPERATING LOSS and

LOSS BEFORE TAXATION

(9,320

)

Tax on loss

5

-

LOSS FOR THE FINANCIAL PERIOD

(9,320

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(9,320

)

FIXED ASSETS

Investments

6

65,001

CREDITORS

Amounts falling due within one year

7

9,320

NET CURRENT LIABILITIES

(9,320

)

TOTAL ASSETS LESS CURRENT LIABILITIES

55,681

CAPITAL AND RESERVES

Called up share capital

9

65,001

Retained earnings

10

(9,320

)

SHAREHOLDERS' FUNDS

55,681

The financial statements were approved by the Board of Directors and authorised for issue on 7 September 2022 and were signed on its behalf by:

M Cryer - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

65,001

-

65,001

Total comprehensive income

-

(9,320

)

(9,320

)

Balance at 31 March 2022

65,001

(9,320

)

55,681

Cash flows from operating activities

Cash generated from operations

1

(1,700

)

Net cash from operating activities

(1,700

)

Cash flows from investing activities

Purchase of fixed asset investments

(65,001

)

Net cash from investing activities

(65,001

)

Cash flows from financing activities

Net group movement

1,700

Share issue

65,001

Net cash from financing activities

66,701

Increase in cash and cash equivalents

-

Cash and cash equivalents at beginning of period

-

Cash and cash equivalents at end of period

-

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Loss before taxation

(9,320

)

Increase in trade and other creditors

7,620

Cash generated from operations

(1,700

)

1.	STATUTORY INFORMATION

Aurelius Fox Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements cover a period longer than 12 months. The accounting year was extended to bring the year end in line with group companies.

Preparation of consolidated financial statements

The financial statements contain information about Aurelius Fox Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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.

Significant judgements and estimates

In the application of the company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial assets and liabilities are to be recognised initially on the transaction date when the Company becomes party to the contractual provisions of the financial instrument. Financial assets measured at amortised cost comprise cash, trade debtors, other debtors and amounts owed by associated undertakings.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or the risks and rewards of ownership have been transferred. Financial liabilities measured at amortised cost comprise bank loans and overdrafts, trade creditors, other creditors and accruals.

For the purpose of determining whether the contractual cash flows are solely payments of principal and interest, the principal is defined as the fair value of the financial asset upon initial recognition. Interest is defined as the compensation for the time value of money and the default risk associated with an outstanding principal amount over a certain time period, and for other fundamental credit risk, costs, and a profit margin.

Classification of long term loans as a fixed asset investment is made to represent the intention of the Company to use these assets on a continuing basis in the company's activities. Those repayable within one year per their repayment terms have been classified as loan receivables within current debtors.

Taxation

Taxation for the period 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 by the period end 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

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 March 2022.

The average number of employees during the period was NIL.

£

Director's remuneration

-

4.	OPERATING LOSS

The operating loss is stated after charging:

£

Other operating leases

1,700

Auditors' remuneration

3,900

Auditors' remuneration for non audit work

2,700

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

65,001

At 31 March 2022

65,001

NET BOOK VALUE

At 31 March 2022

65,001

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Aurelius Elephant Limited

Registered office: 6th Floor 33 Glasshouse Street, London, United Kingdom, W1B 5DG

Nature of business: Holding Company

%

Class of shares:

holding

Ordinary

100.00

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed to group undertakings

1,700

Accrued expenses

7,620

9,320

8.	SECURED DEBTS

There is a fixed charge over share rights created on 1 November 2021

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

65,001

Ordinary

£1

65,001

65,001 Ordinary shares of £1 each were allotted and fully paid for cash at par during the period.

10.

RESERVES

Retained

earnings

£

Deficit for the period

(9,320

)

At 31 March 2022

(9,320

)

11.	ULTIMATE PARENT COMPANY

Aurelius Investment Lux One Sarl (incorporated in Luxembourg ) is regarded by the directors as being the company's ultimate parent company.

The immediate parent company is Aurelius Crocodile Limited by virtue of their 100% shareholding.

12.	RELATED PARTY DISCLOSURES

During the period £1,700 was charged to a company under common control for a rent sublease. At the year end £1,700 was outstanding.

13.	GOING CONCERN

The coronavirus pandemic continued to impact the global economy in 2021, creating uncertainty. However, leading institutions and organizations are more optimistic about the development of the global economy.

The Aurelius management promptly analyses the situation of its portfolio companies in close consultation with the operating management teams of the group companies. The closeness to the group companies made it possible to devise and implement comprehensive action plans to protect the health of employees, minimise the risks to business processes and soften the blow of the challenging external conditions at the different levels of holding companies and group companies immediately after the onset of the coronavirus crisis.

A letter of intention to support has been provided by the ultimate parent company and the accounts prepared on a going concern basis.