Company No: 13812159 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTOR

Mr M C Duncan

REGISTERED OFFICE	The Hive
	6 Beaufighter Road
	Weston Super Mare
	BS24 8EE
	United Kingdom

COMPANY NUMBER

13812159 (England and Wales)

CHARTERED ACCOUNTANTS	Francis Clark LLP
	Blackbrook Gate 1
	Blackbrook Business Park
	Taunton
	Somerset TA1 2PX

	Note	31.01.2023
		£
Fixed assets
Investments	3	3,789,401
		3,789,401
Current assets
Cash at bank and in hand		2,363
		2,363
Creditors: amounts falling due within one year	4	( 2,075,301)
Net current liabilities		(2,072,938)
Total assets less current liabilities		1,716,463
Creditors: amounts falling due after more than one year	5	( 700,000)
Net assets		1,016,463
Capital and reserves
Called-up share capital	6	567,095
Capital contribution reserve		9,148
Profit and loss account		440,220
Total shareholders' funds		1,016,463

For the financial period ending 31 January 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of ISWIFA Holdings Ltd (registered number: 13812159) were approved and authorised for issue by the Director on 11 September 2023. They were signed on its behalf by:

Mr M C Duncan Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period, unless otherwise stated.

General information and basis of accounting

ISWIFA Holdings Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is The Hive, 6 Beaufighter Road, Weston Super Mare, BS24 8EE, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director notes that included within creditors due within one year are preference shares totalling £1,350,000 which will not be redeemed until the Company is in a position to do so. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption in section 399 of the Companies Act 2006 not to prepare consolidated accounts, because the group it heads qualifies as small. The financial statements present information about the Company as an individual entity only.

Reporting period length

The company was incorporated on 21 December 2021 and therefore this set of accounts represents a 13 month period.

Dividend income

Dividend income is recognised when the company's right to receive payment has been established.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets receivable within one year, such as trade debtors and bank balances, are measured at transaction price less any impairment.

Basic financial assets receivable within more than one year are measured at amortised cost less any impairment.

Basic financial liabilities
Basic financial liabilities that have no stated interest rate and are payable within one year, such as trade creditors, are measured at transaction price.

Other basic financial liabilities are measured at amortised cost.

Investments
Investments in non-convertible preference shares and non-puttable ordinary or preference shares are measured at cost less impairment.

Loans and borrowings
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a financing transaction it is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At inception the discount is recognised as a capital contribution within Equity. As the discount unwinds it is charged against profit.

An equivalent transfer is made annually between the Capital contribution reserve and the Profit and Loss reserve.

2. Employees

	Period from 21.12.2021 to 31.01.2023
	Number
Monthly average number of persons employed by the Company during the period, including the director	1

3. Fixed asset investments

Investments in subsidiaries

	31.01.2023
	£
Cost
At 21 December 2021	0
Additions	3,789,401
At 31 January 2023	3,789,401
Carrying value at 31 January 2023	3,789,401

4. Creditors: amounts falling due within one year

	31.01.2023
	£
Bank loans (secured)	181,951
Trade creditors	9
Amounts owed to Group undertakings	227,499
Other creditors	1,665,842
	2,075,301

Included within other creditors are preference shares totalling £1,350,000

5. Creditors: amounts falling due after more than one year

	31.01.2023
	£
Bank loans (secured)	700,000

The bank loan is secured over the assets of the company. A cross company guarantee is in place with Invest Southwest Limited, Will Management Services Limited and ISW Holdings Limited.

6. Called-up share capital

	31.01.2023
	£
Allotted, called-up and fully-paid
95 Ordinary shares of £ 1.00 each	95
1,350,000 Redeemable preference shares of £ 1.00 each	1,350,000
567,000 Non-redeemable preference shares of £ 1.00 each	567,000
	1,917,000
	1,917,095

The company has issued redeemable shares which are redeemable at the earliest date of 29 January 2023 and at latest 29 July 2032. The shares are redeemable at the option of the company.