Limelight Sports Club Limited - Limited company accounts 20.1

REGISTERED NUMBER: 08371074 (England and Wales)

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020

FOR

LIMELIGHT SPORTS CLUB LIMITED

PREVIOUSLY KNOWN AS

VIRGIN SPORT UK LIMITED

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Income Statement

5

Balance Sheet

6

Notes to the Financial Statements

7

DIRECTOR:

C A P Dews

REGISTERED OFFICE:

c/o Cox Costello & Horne

26 Main Avenue

Moor Park

HA6 2HJ

REGISTERED NUMBER:

08371074 (England and Wales)

SENIOR STATUTORY AUDITOR:

Michael F Cox

AUDITORS:

Cox Costello & Horne

Chartered Accountants and Statutory Auditors

26 Main Avenue

Moor Park

HA6 2HJ

The director presents his report with the financial statements of the company for the year ended 31 December 2020.

CHANGE OF NAME

The company passed a special resolution on 2 October 2020 changing its name from Virgin Sport UK Limited to Limelight Sports Club Limited.

DIRECTOR

C A P Dews was appointed as a director on 4 September 2020 and held office during the whole of the period from then to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, Cox Costello & Horne, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

C A P Dews - Director

30 September 2021

Opinion

We have audited the financial statements of Limelight Sports Club Limited (the 'company') for the year ended 31 December 2020 which comprise the Income Statement, Balance Sheet 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 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 December 2020 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 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

In auditing the financial statements, we have concluded that the director's 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 are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director 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 Director.

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 director's remuneration specified by law are not made; or

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

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

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:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing the judgements made in making accounting estimates are indicative of a potential bias; and

- we also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

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.

Michael F Cox (Senior Statutory Auditor)

for and on behalf of Cox Costello & Horne

Chartered Accountants and Statutory Auditors

26 Main Avenue

Moor Park

HA6 2HJ

30 September 2021

TURNOVER

121,616

3,073,565

Cost of sales

178,553

2,250,250

GROSS (LOSS)/PROFIT

(56,937

)

823,315

Administrative expenses

1,471,775

2,014,390

(1,528,712

)

(1,191,075

)

Other operating income

51,233

-

OPERATING LOSS and

LOSS BEFORE TAXATION

(1,477,479

)

(1,191,075

)

Tax on loss

7,089

(491,861

)

LOSS FOR THE FINANCIAL YEAR

(1,484,568

)

(699,214

)

FIXED ASSETS

Intangible assets

5

1,895,263

1,932,519

Tangible assets

6

-

17,831

1,895,263

1,950,350

CURRENT ASSETS

Debtors

7

437,518

1,726,660

Cash at bank and in hand

238,891

128,380

676,409

1,855,040

CREDITORS

Amounts falling due within one year

8

2,613,466

11,624,975

NET CURRENT LIABILITIES

(1,937,057

)

(9,769,935

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(41,794

)

(7,819,585

)

CAPITAL AND RESERVES

Called up share capital

3

2

Share premium

11,324,789

2,062,431

Retained earnings

(11,366,586

)

(9,882,018

)

(41,794

)

(7,819,585

)

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

The financial statements were approved by the director and authorised for issue on 30 September 2021 and were signed by:

C A P Dews - Director

1.	STATUTORY INFORMATION

Limelight Sports Club 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

All transactions and balances are stated in Sterling.

Going Concern

The company organises mass participation sport events in the UK. The main revenue streams are event entry fees and event sponsorship. At the end of the reporting period, the company made a loss of £1,47m and had net liability of £41k.

The director had undertaken a rigorous assessment of financial budget and forecast in order to assess the company's liquidity position, for a period of 24 months from the date of approval of these financial statements which show that the company has sufficient liquidity to continue to meet its obligations.Given the impact of Covid-19 on this sector, the budget and forecast represent downside scenarios and including assumptions related to COVID-19. As expected these scenarios have a significant adverse impact on cash and liquidity in the short to medium term in light of COVID-19 and they reflect the uncertain outlook for the mass participation sports events industry and the wider economy.

The company is expected to continue to generate positive cash flows for the foreseeable future and for not less than 12 months from the date of this report. On the basis of their assessment of the company's financial position and the financial resources include the support provided by the parent entity, Limelight Sports Group Limited.

First year adoption of Financial Reporting Standard 102 ( FRS 102) Section 1A

These financial statements for the year ended 31 December 2020 are the first that are prepared in accordance with FRS 102 Section 1A. The previous financial statements were prepared in accordance with "Adopted IFRSs", the date of transition to FRS 102 Section 1A is 1 January 2019.

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 preparing these financial statements, the company has made judgements, estimates and assumptions that effect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revision to estimates are recognised prospectively.

Turnover

Revenue comprises fees receivable in respect of sports events management and fees for rendering of services to other group entities. Revenue, including entry fees and sponsorship income, for each event is recognised at the time the event takes place. Revenue on services is in accordance with inter group transfer pricing contract. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of consideration recevied or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover invoiced in advance is held as deferred income and taken to the profit and loss account in the period to which it relates. Turnover not yet invoiced is recognised by estimating the percentage of completion of the project to date as a proportion of the total agreed fee of the contract. The estimate is held as accrued income and taken to the profit and loss account in the period to which it relates.

Cost Allocation

The company as agent:

Costs are allocated between cost of sales and overheads based on hours worked by staff. Timesheets are completed which provides the basis for hours worked per project/event and administration. In respect of costs incurred on future projects/events, these are held as deferred costs to be matched against future revenue.

The company as principal:

Costs incurred on a new project/event in the development and preparation stages will be deferred to the actual commencement of the project/event. These costs are written to the profit and loss over the expected life of the project/event, or series of projects/events, no greater than 3 years, providing the future benefits of the project/event can be reliably calculated and sustain these costs.

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.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

33% on cost and 20% on cost

Tangible assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs.

i. Plant and machinery and fixtures, fittings, tools and equipment

Plant and machinery and fixtures, fittings, tools and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

ii. Depreciation and residual values

Depreciation on other assets is calculated, using the straight-line method, to allocate the depreciable amount to their residual values over their estimated useful lives. The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

iii. Subsequent additions and major components

Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits associated with the item will flow to the group and the cost can be measured reliably.

The carrying amount of any replaced component is derecognised. Major components are treated as a separate asset where they have significantly different patterns of consumption of economic benefits and are depreciated separately over its useful life.

Repairs, maintenance and minor inspection costs are expensed as incurred.

iv. Derecognition

Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss and included in 'Other operating (losses)/gains'.

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the relevant instrument. Financial instruments are recorded initially at fair value. Subsequent measurement of those instruments at the balance sheet date reflects the designation of the financial instrument. The company determines the classification at initial recognition and re-evaluates this designation at each reporting date.

Financial assets and liabilities are offset and the net amount presented on the balance sheet when the company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Non-derivative financial assets

The company has the following non-derivative financial assets:

Other debtors

Other debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

Non-derivative financial liabilities

Non-derivative financial liabilities are initially recorded at fair value less directly attributable transaction costs, and subsequently at amortised cost using the effective interest method.

The company has the following non-derivativee financial liabillity:

Trade and other creditors

Trade and other creditors are recognised initially at fair value. Subsequent to intial recognition they are measured at amortised cost using the effective interest method.

The company derecognises financial liabilities when its contractual obligations are discharged, cancelled or expired.

Taxation

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Trade and other debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Trade and other creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 13 (2019 - 13 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.20

31.12.19

£

£

Depreciation - owned assets

17,831

-

Computer software amortisation

37,256

4,955

5.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2020

and 31 December 2020

2,558,811

AMORTISATION

At 1 January 2020

626,292

Charge for year

37,256

At 31 December 2020

663,548

NET BOOK VALUE

At 31 December 2020

1,895,263

At 31 December 2019

1,932,519

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2020

and 31 December 2020

169,565

DEPRECIATION

At 1 January 2020

151,734

Charge for year

17,831

At 31 December 2020

169,565

NET BOOK VALUE

At 31 December 2020

-

At 31 December 2019

17,831

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.20

31.12.19

£

£

Trade debtors

132,769

89,588

Amounts owed by group undertakings

-

1,506,847

Other debtors

304,749

130,225

437,518

1,726,660

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.20

31.12.19

£

£

Trade creditors

40,652

101,513

Amounts owed to group undertakings

55,594

10,639,282

Taxation and social security

14,248

67,829

Other creditors

2,502,972

816,351

2,613,466

11,624,975

Within other creditor, it included deferred income £2,401,659 (2019 : £462,000)

9.	BUSINESS COMBINATION

On 4th September 2020, LimeLight Sports Group Limited acquired 100% of the share capital of Virgin Sport UK

Limited from Virgin Group. The total consideration which has been calculated based on a deferred earnout up to 2025.

10.	ULTIMATE CONTROLLING PARTY

The company is a 100% subsidiary of Limelight Sports Group Limited (a company incorporated in England and Wales). Limelight Sports Group Limited prepares consolidated financial statements and can be obtained from Limelight Sports Group Limited's registered office.

At the reporting date, in the opinion of the directors, there is no single ultimate individual controlling party.

11.	FIRST YEAR ADOPTION

1.1.19

31.12.19

£

£

Equity as reported under "Adopted IFRSs"

4,092,020

(7,819,585

)

Equity as restated under FRS 102

4,092,020

(7,819,585

)

31.12.19

£

Loss as reported under "Adopted IFRSs"

(699,214

)

Loss as restated under FRS 102

(699,214

)