Company registration number 14186744 (England and Wales)
GAMMA MIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
GAMMA MIDCO LIMITED
COMPANY INFORMATION
Directors
Mr R Cummings-John
(Appointed 16 August 2022)
Mr L R D John
(Appointed 21 June 2022)
Mr O Peer
(Appointed 16 August 2022)
Mr H W B Sallitt
(Appointed 16 August 2022)
Company number
14186744
Registered office
2nd Floor
90-92 Pentonville Road
London
United Kingdom
N1 9HS
Auditor
Azets Audit Services
Epsilon House
The Square
Gloucester Business Park
Gloucester
United Kingdom
GL3 4AD
GAMMA MIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19
GAMMA MIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the period ended 31 December 2022.

Fair review of the business

The directors are pleased to report the business’s results for the period ended 31 December 2022, which covers the acquisition of Spa Worldwide Limited, trading as Global App Testing. The group has a strong business model based on long-term software as a service licence, with contracts typically of one to three years duration. Customers now rely on Global App Testing’s impact-first approach to quality, allowing agile and DevOps teams to release faster and more often.

 

Key highlights for the period:

Principal risks and uncertainties

The board regularly reviews and considers potential risks for all group entities. The group’s operations are exposed to a variety of financial and operational risks which could have a material impact on the group’s long term performance. The key risks are set out below.

 

Foreign exchange currency risk

The Group is exposed to foreign exchange risk from future commercial transactions, recognised assets and liabilities and investments in, and loans between, group undertakings with different functional currencies. The group manages such risk, primarily within undertakings whose functional currencies are the US dollar, by:

 

 

The principal transaction exposures are to the pound sterling, Romanian leu and the Polish zloty.

 

Interest rate risk

The group is financed through a revolving facility linked to SONIA and is therefore subject to risk around interest rate volatility. The board reviews the capital structure of the group continually.

 

Liquidity risk

The group manages its cash and borrowing requirements centrally to ensure that each entity has sufficient liquid resources to meet the operating needs of its businesses.

 

Credit risk

The group’s credit risk is primarily attributable to customer payments, customers are often billed annually in advance, reducing the amount of credit risk. Smaller customers are offered payment terms which in some cases lead to unrecoverable debt. Credit exposures to these credit risks are monitored on an ongoing basis and provisions are made in the financial statements.

 

Skill and employee's risk

The group’s strategy is underpinned by the quality of employees. We continue to develop, nurture and recruit the highest calibre of staff in order to support the group's vision.

 

Price risk

The group enters into pricing agreements with its suppliers, where possible and commercially feasible, in order to mitigate pricing risk.

Development and performance

The group aims to be one of the world’s leading software testing solutions. The group leverages a global community of testers to conduct real-world testing of mobile apps, websites, and software products to allow companies to release high-quality software at speed - anywhere in the world. The group has an excellent team of passionate professionals who have deep knowledge of the changing landscape. The group develops, nurtures and recruits the highest calibre of staff as it continues to invest in its platform and services offering.

GAMMA MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
Key performance indicators

Performance is monitored for all group entities monthly and reported to the board of directors against the agreed budgets along with a number of other key performance indicators.

 

Key measures of the group’s performance in the period from 16 August 2022 were as follows:

 

Turnover

$3,623,145

EBITDA

($1,664,362)

Closing Headcount

97

 

On behalf of the board

Mr O Peer
Director
29 September 2023
GAMMA MIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2022.

Principal activities

The company was incorporated on 21 June 2022 and commenced trade on 16 August 2022.

 

Gamma Midco Limited is an intermediate holding company whose subsidiaries are Gamma Bidco Limited, SPA Worldwide Limited and GAT Hub SRL. The results of the company and its subsidiaries are consolidated into the financial statements of the ultimate parent company, Gamma Topco Limited.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr R Cummings-John
(Appointed 16 August 2022)
Mr L R D John
(Appointed 21 June 2022)
Mr O Peer
(Appointed 16 August 2022)
Mr H W B Sallitt
(Appointed 16 August 2022)
Mr C J Kay
(Appointed 21 June 2022 and resigned 16 August 2022)
Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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:

 

 

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 of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

GAMMA MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 4 -
On behalf of the board
Mr O Peer
Director
29 September 2023
GAMMA MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GAMMA MIDCO LIMITED
- 5 -
Opinion

We have audited the financial statements of Gamma Midco Limited (the 'company') for the period ended 31 December 2022 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:

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's 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 directors' 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 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. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

GAMMA MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GAMMA MIDCO LIMITED
- 6 -
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 strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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's 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.

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

GAMMA MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GAMMA MIDCO LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Claire Clift (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
29 September 2023
Chartered Accountants
Statutory Auditor
Epsilon House
The Square
Gloucester Business Park
Gloucester
United Kingdom
GL3 4AD
GAMMA MIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 8 -
Period
ended
31 December
2022
Notes
$
Interest receivable and similar income
5
1,634,871
Interest payable and similar expenses
6
(1,634,871)
Profit before taxation
-
0
Tax on profit
7
-
0
Profit for the financial period
-
0

The profit and loss account has been prepared on the basis that all operations are continuing operations.

GAMMA MIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 9 -
2022
Notes
$
$
Fixed assets
Investments
8
45,348,428
Current assets
Debtors falling due after more than one year
10
909,008
Debtors falling due within one year
10
1
909,009
Creditors: amounts falling due within one year
11
(1)
Net current assets
909,008
Total assets less current liabilities
46,257,436
Creditors: amounts falling due after more than one year
12
(46,257,435)
Net assets
1
Capital and reserves
Called up share capital
13
1
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
Mr O  Peer
Director
Company Registration No. 14186744
GAMMA MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 10 -
Share capital
Notes
$
Balance at 21 June 2022
-
0
Period ended 31 December 2022:
Profit and total comprehensive income for the period
-
Issue of share capital
13
1
Balance at 31 December 2022
1
GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 11 -
1
Accounting policies
Company information

Gamma Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 90-92 Pentonville Road, London, United Kingdom, N1 9HS.

1.1
Reporting period

The accounting period of the company has been changed from 30 June to 31 December so as to be conterminous with the year end of a subsidiary company. Accordingly, the current financial statements are prepared for 7 months from incorporation on 21 June 2022 to 31 December 2022.

1.2
Accounting convention

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.

The financial statements are prepared in US Dollars, which is the presentational currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

 

The functional currency of the company is deemed to be pounds sterling.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Gamma Midco Limited is a wholly owned subsidiary of Gamma Topco Limited and the results of Gamma Midco Limited are included in the consolidated financial statements of Gamma Topco Limited which are available from 2nd Floor, 90-92 Pentonville Road, London, N1 9HS.

GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 12 -
1.3
Going concern

The directors have prepared a going concern assessment based on forecasts to December 2024, which includes various downside scenarios. They have considered the opportunities and risks facing the company trueand group and any such impact on the future cash flows the business is able to generate. The directors have concluded that the company and group can continue to service its financial obligations as they fall due.

 

At the time of approving the financial statements, the directors have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Fixed asset investments

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.

Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. 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. Unpaid amounts in relation to interest receivable on loan notes are allocated to the principal amount owed annually on 31 December and thus recognised within fixed asset investments.

1.5
Cash and cash equivalents

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.

1.6
Financial instruments

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

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.

GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 13 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

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.

GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

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.

1.8
Taxation

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

Current 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

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.

GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Foreign exchange

Transactions in currencies other than US dollars 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 to the presentational currency are in the period are included in other comprehensive income.

1.11

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Operating profit
2022
Operating profit for the period is stated after charging:
$
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
4
Employees

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

2022
Number
Directors
2
GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 16 -
5
Interest receivable and similar income
2022
$
Interest income
Interest receivable from group companies
1,634,871
6
Interest payable and similar expenses
2022
$
Interest payable to group undertakings
1,634,871
7
Taxation

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2022
$
Profit before taxation
-
0
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00%
-
0
Taxation charge in the financial statements
-
8
Fixed asset investments
2022
Notes
$
Investments in subsidiaries
9
1
Loans to subsidiaries
9
45,348,427
45,348,428
GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
8
Fixed asset investments
(Continued)
- 17 -
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
$
$
$
Cost or valuation
At 21 June 2022
-
-
-
Additions
1
45,348,427
45,348,428
At 31 December 2022
1
45,348,427
45,348,428
Carrying amount
At 31 December 2022
1
45,348,427
45,348,428

All assets of the company are secured by fixed and floating charges relating to a group bank loan facility.

 

Amounts owed by group undertakings are unsecured and interest is charged at 10% per annum. All amounts are due by 16 August 2029.

GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 18 -
9
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Gamma Bidco Limited
2nd Floor 90-92 Pentonville Road, London, United
Kingdom, N1 9HS
Ordinary
100.00
-
Spa Worldwide Limited
2nd Floor 90-92 Pentonville Road, London, United
Kingdom, N1 9HS
Ordinary, A
Preferred and Seed
shares
0
100.00
GAT Hub SRL
Cluj-Napoca, Unirii Square, 4-5/7, Romania
Ordinary
0
100.00

Gamma Bidco Limited was incorporated by the company on 22 June 2022. Gamma Bidco Limited acquired Spa Worldwide Limited and its subsidiary GAT Hub SRL on 16 August 2022.

10
Debtors
2022
Amounts falling due within one year:
$
Amounts owed by group undertakings
1
2022
Amounts falling due after more than one year:
$
Prepayments and accrued income
909,008
Total debtors
909,009

Amounts owed by group undertakings are unsecured and repayable on demand.

 

All assets of the company are secured by fixed and floating charges relating to a group bank loan facility.

11
Creditors: amounts falling due within one year
2022
$
Amounts owed to group undertakings
1

Amounts owed to group undertakings are unsecured and repayable on demand.

GAMMA MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 19 -
12
Creditors: amounts falling due after more than one year
2022
$
Amounts owed to group undertakings
45,348,427
Accruals and deferred income
909,008
46,257,435

Amounts owed to group undertakings are unsecured and interest is charged at 10% per annum. All amounts are due by 16 August 2029.

13
Share capital
2022
2022
Ordinary share capital
Number
$
Issued and fully paid
Ordinary shares of £1 each
1
1

Called-up share capital represents the nominal value of shares that have been issued.

14
Financial commitments, guarantees and contingent liabilities

The company is part of an unlimited multilateral guarantee given to the group's bankers involving certain of its fellow group undertakings. At 31 December 2022 the maximum extent of this guarantee amounted to $4,550,868.

 

As at 31 December 2022 the company had further total guarantees, contingencies and commitments of $Nil.

15
Ultimate controlling party

FPE Capital LLP is the company's ultimate controlling party, a limited liability partnership whose registered office is 2nd Floor 7, Swallow Street, London, England, W1B 4DE

 

Gamma Topco Limited is the company's immediate parent company, whose registered address is 2nd Floor 90-92 Pentonville Road, London, England, N1 9HS.

 

The smallest and largest group of which Gamma Midco Limited is a member and for which group accounts are prepared is headed by Gamma Topco Limited, whose registered office is 2nd Floor 90-92 Pentonville Road, London, England, N1 9HS.

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