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Registered number: 07762628 (England and Wales)














MARKET FORCE ACQUISITION SUB LIMITED


ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
COMPANY INFORMATION


Directors
R D Walsh 
C Cornwell 




Registered number
07762628



Registered office
New Penderel House
4th Floor

283-288 High Holborn

London

United Kingdom

WC1V 7HP




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited






 
MARKET FORCE ACQUISITION SUB LIMITED
 


CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Income Statement
 
9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Statement of Financial Position
 
11
Company Statement of Financial Position
 
12
Consolidated Statement of Changes in Equity
 
13
Company Statement of Changes in Equity
 
14
Consolidated Statement of Cash Flows
 
15
Consolidated Analysis of Net Debt
 
16
Notes to the Financial Statements
 
17 - 34



 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

Introduction
 
The directors present the Strategic Report for Market Force Acquisition Sub Limited ("the Company") and its subsidiaries ("the Group") for the year ended 31 December 2021.

Business review
 
The business performance is primarily driven by the UK subsidiary, Market Force Information (Europe) Limited.  
The demand for the solutions that Market Force Information (Europe) Limited provide is evident from the continued turnover generation within the current economic climate. Not only do the solutions offered by the entity measure client's customer satisfaction and service, but the entity's unique insight, analytical and consultancy services provide a genuine return on investment to all our clients. This allows the entity to develop its existing client base and to continually add new clients to its portfolio.

Principal risks and uncertainties
 
The principal risk and uncertainty facing the Group is directly related to the performance of its trading subsidiary undertakings.
Economic uncertainty:
The principal risk and uncertainty of the trading subsidiary undertakings is related to the current wider economic risk, specifically that associated with the retail sector and its impact on the Group's clients. Further, the development of new technologies and reporting methodologies continue to represent a risk to the business. The directors mitigate these risks both by continuing to be innovative with respect to new technologies and methodologies and their impact on the Group's products as well as continuing to seek to expand beyond the retail sector.

Financial key performance indicators
 
The Group measures its success using three main KPIs: turnover, gross profit margin and EBITDA levels. 
Turnover has continued to fall, 28% from 2020 to 2021. Gross profit margins have decreased but remain strong at 64% (2020: 70%). EBITDA continued to be negative increasing to a loss of £454k compared to £210k in the prior year.
Overall, these KPIs reflect the directors' opinion that this year has continued to be impacted by the pandemic and the changes in the hospitality industry but that the business has performed reasonably well and expects to bounce back in future years.

Page 1


 
MARKET FORCE ACQUISITION SUB LIMITED
 


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


Research and development

The directors consider continued research and development as key to maintaining the Group's competitive advantage. As such, research and development work is directed towards the introduction of new and improved products, the improvement of the Group's proprietary reporting platform, operating systems to improve both the service to clients and reduce operating costs and the application of new technologies for existing products, methodologies and processes.

Future developments
The directors expect the business to continue to expand and continue to strive to be a leader in the customer
intelligence market sector, adding true tangible value to the clients. As part of this drive the Group will
continue to expand the product portfolio as well as providing high quality service and deliverables, with robust
and intelligent insight.
The Market Force group, starting with Market Force Information, LLC is reviewing its cost base, cashflow
forecasts and aiming to ensure its future profitability through a wide variety of cost cutting measures. It is
anticipated that these measures will flow down to the Company during the course of the coming 12 months.
In June 2023, the parent company of the Group, Market Force Information, LLC and subsidiaries were sold by Main Street Capital Corporation and acquired by Marlowe National, LC.


This report was approved by the board and signed on its behalf.


R D Walsh
Director

Date: 9 November 2023

Page 2


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

The directors present their report and the financial statements for the year ended 31 December 2021.

Directors

The directors who served during the year were:

R D Walsh 
C Cornwell  

Results and dividends

The loss for the year, after taxation, amounted to £1,627 thousand (2020 - loss £1,231 thousand).

The directors do not recommend payment of a dividend (2020: £Nil).

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

Please see note 25.

This report was approved by the board and signed on its behalf.
 


R D Walsh
Director

Date: 9 November 2023

Page 4


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARKET FORCE ACQUISITION SUB LIMITED

Opinion


We have audited the financial statements of Market Force Acquisition Sub Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2021, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2021 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


Material uncertainty related to going concern


We draw attention to note 2.3 of the financial statements, which describe a change in ownership of the group. The potential impact of this, along with other matters set forth in note 2.3 indicate uncertainty exists that may cast significant doubt on the Group'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.


Page 5


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARKET FORCE ACQUISITION SUB LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARKET FORCE ACQUISITION SUB LIMITED (CONTINUED)

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 an Auditors' 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 Group 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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the specific sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
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 Group’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 risks of fraud and non-compliance with laws and regulations.

We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in our audit of the significant components of the Group. Audit procedures included but were not limited to substantive testing from the Group's sales reports to customer contracts and perfoming appropriate year end cut-off testing.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
Page 7


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARKET FORCE ACQUISITION SUB LIMITED (CONTINUED)

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 and claims; and
reviewing correspondence with HMRC, the Group’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, 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 of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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. 
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 Auditors' 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 2006Our 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 Auditors' 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.



Nicholas Whitehead FCCA (Senior Statutory Auditor)
for and on behalf of
ZEDRA Corporate Reporting Services (UK) Limited
Chartered Accountants and Statutory Auditors
New Penderel House
4th Floor
283-288 High Holborn
London
United Kingdom
WC1V 7HP
 

9 November 2023
Page 8


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
Note
£000
£000

  

Turnover
 4 
2,123
2,931

Cost of sales
  
(765)
(870)

Gross profit
  
1,358
2,061

Administrative expenses
  
(1,951)
(2,672)

Other operating income
 5 
4
234

Operating loss
 6 
(589)
(377)

Interest payable and similar expenses
 10 
(1,038)
(854)

Loss before tax
  
(1,627)
(1,231)

Loss for the financial year
  
(1,627)
(1,231)

Loss for the year attributable to:
  

Owners of the parent
  
(1,627)
(1,231)

  
(1,627)
(1,231)

The notes on pages 17 to 34 form part of these financial statements.

Page 9


 
MARKET FORCE ACQUISITION SUB LIMITED
 


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
£000
£000


Loss for the financial year

(1,627)
(1,231)

Other comprehensive income


Foreign exchange differences arising on transaction of subsidiaries
73
188

Total comprehensive income for the year
(1,554)
(1,043)

Loss for the year attributable to:


Owners of the parent Company
(1,627)
(1,231)

(1,627)
(1,231)

The notes on pages 17 to 34 form part of these financial statements.

Page 10


 
MARKET FORCE ACQUISITION SUB LIMITED
REGISTERED NUMBER:07762628


CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
2020
Note
£000
£000

Fixed assets
  

Intangible assets
 13 
54
110

Tangible assets
 14 
99
135

  
153
245

Current assets
  

Debtors: amounts falling due within one year
 16 
8,346
8,691

Bank and cash balances
  
193
498

  
8,539
9,189

Creditors: amounts falling due within one year
 17 
(12,338)
(1,356)

Net current (liabilities)/assets
  
 
 
(3,799)
 
 
7,833

Total assets less current liabilities
  
(3,646)
8,078

Creditors: amounts falling due after more than one year
 18 
(24)
(10,194)

Provisions for liabilities
  

Net liabilities
  
(3,670)
(2,116)


Capital and reserves
  

Called up share capital 
 21 
-
-

Foreign exchange reserve
 22 
168
95

Profit and loss account
 22 
(3,838)
(2,211)

Equity attributable to owners of the parent Company
  
(3,670)
(2,116)

  
(3,670)
(2,116)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


R D Walsh
Director

Date: 9 November 2023

The notes on pages 17 to 34 form part of these financial statements.

Page 11


 
MARKET FORCE ACQUISITION SUB LIMITED
REGISTERED NUMBER:07762628


COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
2020
Note
£000
£000

Fixed assets
  

Investments
 15 
1,129
7,655

  
1,129
7,655

Current assets
  

Debtors: amounts falling due within one year
 16 
6,574
6,218

  
6,574
6,218

Creditors: amounts falling due within one year
 17 
(18,875)
(7,647)

Net current liabilities
  
 
 
(12,301)
 
 
(1,429)

Total assets less current liabilities
  
(11,172)
6,226

  

Creditors: amounts falling due after more than one year
 18 
-
(10,194)

  

Net assets excluding pension asset
  
(11,172)
(3,968)

Net liabilities
  
(11,172)
(3,968)


Capital and reserves
  

Called up share capital 
 21 
-
-

Profit and loss account
 22 
(11,172)
(3,968)

  
(11,172)
(3,968)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


R D Walsh
Director

Date: 9 November 2023

The notes on pages 17 to 34 form part of these financial statements.

Page 12


 
MARKET FORCE ACQUISITION SUB LIMITED
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 January 2020
-
(93)
(980)
(1,073)


Comprehensive income for the year

Loss for the year
-
-
(1,231)
(1,231)

Movement on foreign currency translation
-
188
-
188
Total comprehensive income for the year
-
188
(1,231)
(1,043)



At 1 January 2021
-
95
(2,211)
(2,116)


Comprehensive income for the year

Loss for the year
-
-
(1,627)
(1,627)

Movement on foreign currency translation
-
73
-
73
Total comprehensive income for the year
-
73
(1,627)
(1,554)


At 31 December 2021
-
168
(3,838)
(3,670)


The notes on pages 17 to 34 form part of these financial statements.

Page 13


 
MARKET FORCE ACQUISITION SUB LIMITED
 


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2020
-
(3,377)
(3,377)


Comprehensive income for the year

Loss for the year
-
(591)
(591)



At 1 January 2021
-
(3,968)
(3,968)


Comprehensive income for the year

Loss for the year
-
(7,204)
(7,204)


At 31 December 2021
-
(11,172)
(11,172)


The notes on pages 17 to 34 form part of these financial statements.

Page 14


 
MARKET FORCE ACQUISITION SUB LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
Note
£000
£000

Cash flows from operating activities
  

Loss for the financial year
  
(1,627)
(1,231)

Adjustments for:
  

Amortisation of intangible assets
 13 
95
102

Depreciation of tangible assets
 14 
40
65

Interest payable
 10 
1,038
854

Decrease in debtors
  
16
787

Decrease in amounts owed by groups
  
328
406

(Decrease) in creditors
  
(140)
(431)

Increase/(decrease) in amounts owed to groups
  
(23)
(378)

Net cash generated from operating activities

  

(273)
174

  

Cash flows from investing activities
  

Purchase of intangible fixed assets
  
(39)
(88)

Purchase of tangible fixed assets
  
(4)
-

Net cash from investing activities

  

(43)
(88)

Cash flows from financing activities
  

Repayment of finance leases
  
(58)
(98)

Interest paid
  
(4)
(5)

Net cash used in financing activities
  
(62)
(103)

Net (decrease) in cash and cash equivalents
  
(378)
(17)

Cash and cash equivalents at beginning of year
  
498
327

Foreign exchange gains and losses
  
73
188

Cash and cash equivalents at the end of year
  
193
498


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
193
498

  
193
498


The notes on pages 17 to 34 form part of these financial statements.

Page 15


 
MARKET FORCE ACQUISITION SUB LIMITED
 


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2021




At 1 January 2021
Cash flows
At 31 December 2021
£000

£000

£000

Cash at bank and in hand

498

(305)

193

Finance leases

(111)

58

(53)


387
(247)
140

The notes on pages 17 to 34 form part of these financial statements.

Page 16


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.


General information

Market Force Acquisition Sub Limited is a private company limited by shares incorporated in the United Kingdom and registered in England and Wales. The registered office is New Penderel House, 4th Floor, 283-288 High Holborn, London, United Kingdom, WC1V 7HP. 
The principal activity of the Company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

Market Force Acquisition Sub Limited is reliant upon continuing support from its ultimate parent  company. The Group results have shown a recent decline in performance and a continued increase in the net liability position. This gives rise to some uncertainty about the Group's ability to continue as a going concern.
Post year-end, there has been a change in ultimate control, to Marlow National, LC. The Group has access to facilities from its parent company. The directors are satisfied that such support will continue until at least 1 January 2025. Consequently, the directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. As such, these financial statements have been prepared on a going concern basis. 

Page 17


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Turnover is derived from three separate services, customer intelligence consulting services, merchandising services and customer contact services. 
Customer intelligence consulting services relates to customer intelligence data gathering which is charged on an occurrence basis when information is validated and delivered to the customer.
Merchandising services relates to the in-store auditing services which is charged on an occurrence basis when the services has been completed.
Customer contact services relates to a contact centre for client’s customers to monitor the performance of client’s brands standards and customer satisfaction. 

 
2.5

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Page 18


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.6

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
3 years

 
2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Fixtures and fittings
-
7
years
Computer equipment
-
3
years
Leasehold improvements
-
5
years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.9

Impairment

Non-current assets are reviewed annually for indicators of impairment. An impairment loss is recorded in the Consolidated Income Statement when the recoverable amount of an asset is less than its carrying amount. The recoverable amount is measured as being either the fair value of the asset less costs to sell or the asset's value in use. Any significant judgement in determining the recoverable amount is disclosed in these financial statements.

Page 19


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at amortised cost using the effective interest method, less any impairment. Intercompany loans receivable are interest free, unsecured and recoverable on demand.

 
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand.

 
2.12

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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.

 
2.13

Creditors

Short-term creditors are measured at the transaction price. Creditors due after more than one year are recorded at amortised cost using the effective interest method.
Amounts due to group undertakings are repayable on demand unless otherwise stated in the notes.

 
2.14

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Government grants represent amounts received under the Coronavirus Job Retention Scheme, amounts are recognised in the period in which the corresponding salary expense is incurred.

Page 20


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.15

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.16

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.17

Operating leases: the Group as lessee

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

 
2.18

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 21


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.19

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The Group makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are addressed below.
The following are the Group's key sources of estimation uncertainty or judgement:
 
Depreciation and residual values

The directors have reviewed the asset lives and associated residual values of all fixed asset classes, and
have concluded the asset lives and residual values are appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programs are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projects disposal values. 
 
Carrying value of investments in subsidiaries

The directors review the carrying value of investments on an annual basis for indicators of impairment. The continued decline in the performance of the primary operating subsidiary, Market Force Information (Europe) Limited has led the directors to record an impairment of the investment held by Market Force Acquisition Sub Limited. The directors have determined that the value of the investment should be reduced to the remaining net book value of net assets of the subsidiary as this is deemed to be an appropriate recoverable amount.
This is a significant judgement and has involved estimation about the recoverable amount of the assets.

Amortisation and carrying value of intangible assets

The directors review the carrying value of intangible assets on an annual basis for indicators of impairment. This judgement is made is based on the expected future cashflows from intangible assets. The amortisation rate is based on historic experience of the movement of technology in the industry, the directors are comfortable that the amortisation rate applied, 3 years, is consistent with the developments in technology.

Page 22


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

4.


Turnover

An analysis of turnover by class of business is as follows:


2021
2020
£000
£000

Shop and survey fees
2,060
2,877

KnowledgeForce income
63
54

2,123
2,931


Analysis of turnover by country of destination:

2021
2020
£000
£000

United Kingdom
1,590
2,741

Rest of Europe
450
190

Rest of the world
83
-

2,123
2,931



5.


Other operating income

2021
2020
£000
£000

Government grant income
4
234

4
234



6.


Operating loss

The operating loss is stated after charging:

2021
2020
£000
£000

Exchange differences
1
37

Operating lease rentals
170
161

Amortisation of intangible assets
95
102

Depreciation of tangible fixed assets
40
65

Transfer pricing cost
764
1,105

Page 23


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2021
2020
£000
£000

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

8
8


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2021
2020
2021
2020
£000
£000
£000
£000


Wages and salaries
593
736
-
-

Staff national insurance
16
28
-
-

Cost of defined contribution scheme
1
6
-
-

610
770
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2021
        2020
            No.
            No.







Administration
13
20



Operations
7
29



Sales
7
9

27
58

Page 24


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

9.


Directors' remuneration

2021
2020
£000
£000

Directors' emoluments
224
208

Group contributions to defined contribution pension schemes
1
1

225
209


The highest paid director received remuneration of £224 thousand (2020 - £208 thousand).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1 thousand (2020 - £1 thousand).


10.


Interest payable and similar expenses

2021
2020
£000
£000


Bank interest payable
4
5

Loans from group undertakings
1,034
849

1,038
854


11.


Taxation


2021
2020
£000
£000




Foreign tax on income for the year
-
-

Total current tax
-
-


Taxation on profit on ordinary activities
-
-
Page 25


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2020 - higher than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained below:

2021
2020
£000
£000


Loss on ordinary activities before tax
(1,627)
(1,231)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)
(309)
(234)

Effects of:


Expenses not deductible for tax purposes
25
33

Unrelieved tax losses carried forward
284
201

Total tax charge for the year
-
-


Factors that may affect future tax charges

On 24 May 2021, Finance Bill 2021 was substantively enacted. The result of this is that the main rate of corporation tax for the UK will increase to 25% from 1 April 2023.


12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements. The loss after tax of the parent Company for the year was £7,204 thousand (2020 - loss £591 thousand).

Page 26


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

13.


Intangible assets

Group





Development expenditure

£000



Cost


At 1 January 2021
910


Additions - internal
39


Disposals
(430)



At 31 December 2021

519



Amortisation


At 1 January 2021
800


Charge for the year on owned assets
95


On disposals
(430)



At 31 December 2021

465



Net book value



At 31 December 2021
54



At 31 December 2020
110

During the year, the Group capitalised costs in relation to three main project areas: functionality for sale, enhanced reporting platform and other internal projects. These projects meet the criteria to be capitalised under FRS 102 section 18. Certain projects are not amortised until they are ready for use.



Page 27


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

14.


Tangible fixed assets

Group






Fixtures and fittings
Computer equipment
Leasehold improvements
Total

£000
£000
£000
£000



Cost or valuation


At 1 January 2021
72
91
120
283


Additions
-
4
-
4


Disposals
-
(91)
-
(91)



At 31 December 2021

72
4
120
196



Depreciation


At 1 January 2021
21
84
43
148


Charge for the year on owned assets
-
7
-
7


Charge for the year on financed assets
14
-
19
33


Disposals
-
(91)
-
(91)



At 31 December 2021

35
-
62
97



Net book value



At 31 December 2021
37
4
58
99



At 31 December 2020
51
7
77
135

Finance leases

The Group's fixtures and fittings and leasehold improvements were acquired using finance leases during the year, the maturity analysis of these leases is given in notes 16 and 17 to these financial statements.  The net book value of assets held under finance leases is £94 thousand (2020: £128 thousand).

Page 28


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

15.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost


At 1 January 2021
7,655



At 31 December 2021
7,655



Impairment


Charge for the period
6,526



At 31 December 2021

6,526



Net book value



At 31 December 2021
1,129



At 31 December 2020
7,655

As at 31 December 2021, the company assessed the carrying amount of the investment in Market Force Information (Europe) Limited. As a result of this assessment, it has determined that the carrying amount of the investment exceeds the recoverable which indicates an impairment of the investments. An impairment loss of £6,526,000 has then been regonised in the Income statement. 

Page 29


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Market Force Information (Europe) Limited
Seebeck House, 1 Seebeck Place, Knowlhill, Milton Keynes, Buckinghamshire, United Kingdom, MK5 8FR
Ordinary
100%
Market Force Information (Iberia) S.L.
C/ Felipe IV, 3, 3º Izda, 28014 Madrid, España
Ordinary
100%
Market Force Information (France)
5 Rue de Helder, 75009 Paris
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2021 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

Market Force Information (Europe) Limited
1,120
(1,003)

Market Force Information (Iberia) S.L.
74
75

Market Force Information (France)
(336)
(36)

Page 30


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

16.


Debtors

Group
Group
Company
Company
2021
2020
2021
2020
£000
£000
£000
£000


Trade debtors
526
618
-
-

Amounts owed by group undertakings
7,359
7,687
6,574
6,218

Other debtors
268
144
-
-

Prepayments and accrued income
155
201
-
-

Deferred taxation
38
41
-
-

8,346
8,691
6,574
6,218



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2021
2020
2021
2020
£000
£000
£000
£000

Trade creditors
76
95
-
-

Amounts owed to group undertakings
11,988
783
18,875
7,647

Other taxation and social security
127
305
-
-

Obligations under finance lease
29
111
-
-

Accruals and deferred income
118
62
-
-

12,338
1,356
18,875
7,647



18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2021
2020
2021
2020
£000
£000
£000
£000

Obligations under finance leases
24
-
-
-

Amounts owed to group undertakings
-
10,194
-
10,194

24
10,194
-
10,194


The amount within creditors falling due after more than one year relates to a long term loan within the Company which must be fully paid on or before 31 December 2022. Interest is charged at an amount of 9.5% per annum on any unpaid balance.

Page 31


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

19.


Financial instruments

Group
Group
Company
Company
2021
2020
2021
2020
£000
£000
£000
£000

Financial assets

Financial assets measured at amortised cost
8,308
8,572
6,531
6,218

Financial assets measured at fair value through profit or loss
193
498
-
-

8,501
9,070
6,531
6,218


Financial liabilities

Financial liabilities measured at amortised cost
12,363
11,257
18,758
17,849


Financial assets measured at amortised cost comprise, trade debtors, amounts owed by group undertakings, other debtors with a contractual obligation for cashflows and accrued income.
Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.


Financial liabilities measured at amortised cost comprise, trade creditors, other creditors, amounts owed to group undertakings and accruals.


20.


Deferred taxation


Group



2021


£000






At beginning of year
41


Charged to other comprehensive income
(3)



At end of year
38

Group
Group
2021
2020
£000
£000

Tax losses carried forward
38
41

38
41

Page 32


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

21.


Share capital

2021
2020
£
£
Allotted, called up and fully paid



100 (2020 - 100) Ordinary shares of £0.01 each
1
1



22.


Reserves

Foreign exchange reserve

The foreign exchange reserve represents amounts arising on translation of balances in the French and Spanish subsidiaries in accordance with note 2.15.

Profit and loss account

The profit and loss reserve represents amounts accumulated losses.


23.


Commitments under operating leases

At 31 December 2021 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group

Group
As restated
2021
2020
£000
£000

Not later than one year
62
150

Later than one year and not later than five years
-
62

62
212

2020 figures have been restated due to a break date within the lease agreements, held with H.I.G Bauer Property Limited, on 11 June 2022. 


24.


Controlling party

The parent of the smallest group for which consolidated financial statements are prepared, including the Company and its subsidiaries, is Market Force Information, LLC. a company incorporated in the USA. The registered office of the controlling party is 6625 The Corners Parkway, 3rd Floor, Peachtree Corners, GA 30092.
As at approval date of the financial statements, the ultimate parent company and controlling party is Marlowe National, LC, a company incorporated in the USA. The change happened due to the event noted in note 25. 

Page 33


 
MARKET FORCE ACQUISITION SUB LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

25.


Post balance sheet events

In June 2023, the parent company, Market Force Information, LLC and subsidiaries were sold by Main Street Capital Corporation and acquired by Marlowe National, LC.
There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

Page 34