Pirean (Holdings) Limited - Period Ending 2022-12-31

Pirean (Holdings) Limited

Contents

Company Information	1
Independent Auditor's Report	2 to 4
Balance Sheet	5
Notes to the Financial Statements	6 to 8

Pirean (Holdings) Limited

Company Information

Directors

Mr R Addi Mr C Gillert

Company secretary

Reed Smith Corporate Services Limited

Registered office

The Broadgate Tower Third Floor 20 Primrose Street London EC2A 2RS

Auditors

Blue Spire Limited Chartered Accountants and Statutory Auditors Cawley Priory South Pallant Chichester West Sussex PO19 1SY

Pirean (Holdings) Limited

Independent Auditor's Report to the Members of Pirean (Holdings) Limited

Opinion

We have audited the financial statements of Pirean (Holdings) Limited (the 'company') for the year ended 31 December 2022, which comprise the 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 FRS 102 Section 1A '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 2022 and of its results 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 auditor 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 original financial statements were authorised for issue.

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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in 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 in this regard.

Opinion on other matter 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 for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the .

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:

Pirean (Holdings) Limited

Independent Auditor's Report to the Members of Pirean (Holdings) Limited

•	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; or
•	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the [set out on page ], 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 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.

Auditor 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 auditor’s 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.

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

Our approach to indentifying and assessing the risks of material mistatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

•	We identified the laws and regulations applicable to the company through discussions with management and those charged with governance, and from our commercial knowledge and experience of the company's sector and activities.
•	We focused on the specific laws and regulations which we considered may have a direct material effect on the financial statements, including Companies Act 2006, FRS102, employment law and data protection.
•	We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and consideration of breaches throughout our testing.
•	Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

•	Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected, and alleged fraud; and
•	Considering the internal controls in place to mitigate the risks of fraud and non-compliance with laws and regulations.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

•	agreeing financial statement disclosures to underlying supporting documentation.
•	enquiring of management as to actual and potential litigation or claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry management and the inspection of regulatory and legal correspondence, if any.

Pirean (Holdings) Limited

Independent Auditor's Report to the Members of Pirean (Holdings) Limited

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 an auditor’s report 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.

......................................
James O'Rourke FCA (Senior Statutory Auditor)
For and on behalf of Blue Spire Limited, Statutory Auditor

Cawley Priory
South Pallant
Chichester
West Sussex
PO19 1SY

28 September 2023

Pirean (Holdings) Limited

(Registration number: 08409503)
Balance Sheet as at 31 December 2022

	Note	2022 £	2021 £
Fixed assets
Investments	4	51,000	51,000
Current assets
Debtors	5	1,052,597	1,052,597
Creditors: Amounts falling due within one year	6	(1,103,687)	(1,103,687)
Net current liabilities		(51,090)	(51,090)
Net liabilities		(90)	(90)
Capital and reserves
Called up share capital	7	1,000	1,000
Retained earnings		(1,090)	(1,090)
Shareholders' deficit		(90)	(90)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 28 September 2023 and signed on its behalf by:
 

......................................... Mr C Gillert Director

Pirean (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

1	General information

The company (reg. no. 08409503) is a private company limited by share capital, incorporated in England and Wales.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1.

These financial statements were authorised for issue by the Board on 28 September 2023.

The address of its registered office is:
The Broadgate Tower
Third Floor
20 Primrose Street
London
EC2A 2RS

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The financial statements have been prepared on a going concern basis.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Pirean (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2021 - 0).

4	Investments

	2022 £	2021 £
Investments in subsidiaries	51,000	51,000

Subsidiaries	£
Cost or valuation
At 1 January 2022	51,000
Provision
Carrying amount
At 31 December 2022	51,000
At 31 December 2021	51,000

5

Debtors

Current	Note	2022 £	2021 £
Amounts owed by related parties	8	1,051,597	1,051,597
Other debtors		1,000	1,000

Pirean (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

6

Creditors

Creditors: amounts falling due within one year

	Note	2022 £	2021 £
Due within one year
Amounts owed to group undertakings and undertakings in which the company has a participating interest	8	1,097,968	1,097,968
Other creditors		5,719	5,719
		1,103,687	1,103,687

7	Share capital

Allotted, called up but not fully paid

	2022		2021
	No.	£	No.	£
Ordinary "A" Shares of £1 each	900	900	900	900
Ordinary "B" Shares of £1 each	100	100	100	100
	1,000	1,000	1,000	1,000

8	Related party transactions

Summary of transactions with subsidiaries

Pirean Limited - 100% owned by Pirean (Holdings) Limited
At the balance sheet date £1,097,968 was due to Pirean Limited (2021:£1,097,968)

Pirean Software Limited - 100% owned by Pirean (Holdings) Limited
At the balance sheet date £1,051,597 was due from Pirean Software Limited (2021: £1,051,597)
 

9	Parent and ultimate parent undertaking

The Company's immediate parent undertaking, Exostar UK Limited, is exempt from the preparation of consolidated financial statements. The parent Company's address is, The Broadgate Tower Third Floor, 20, Primrose Street, London, England, EC2A 2RS.

The ultimate parent company, Project Eagle Intermediate LLC, includes the company in it's consolidated financial statements. The consolidated financial statements of Project Eagle Intermediate LLC, are prepared in accordance with generally accepted accounting principles adopted in the United States of America and may be obtained from 2325 Dulles Corner Boulevard, Suite 600, Herndon, Virginia 20171, United States of America.