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Registered number: 14029791














TM LEWIN SHIRTMAKER LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023

 
TM LEWIN SHIRTMAKER LIMITED
 

CONTENTS



Page
Statement of Financial Position
 
1 - 2
Notes to the Financial Statements
 
3 - 13

 
TM LEWIN SHIRTMAKER LIMITED
REGISTERED NUMBER:14029791

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 5 
14,960,467
15,591,088

Tangible assets
 6 
14,935
6,469

  
14,975,402
15,597,557

Current assets
  

Stocks
  
7,410,546
7,653,829

Debtors: amounts falling due within one year
 7 
1,246,015
4,884,130

Cash at bank and in hand
  
440,065
122,774

  
9,096,626
12,660,733

Current liabilities
  

Creditors: amounts falling due within one year
 8 
(844,757)
(28,154,831)

Net current assets/(liabilities)
  
 
 
8,251,869
 
 
(15,494,098)

Total assets less current liabilities
  
23,227,271
103,459

Creditors: amounts falling due after more than one year
 9 
(28,879,658)
-

Provisions for liabilities
  

Deferred tax
 10 
(2,812,800)
(3,513,761)

Other provisions
 11 
(89,161)
(138,605)

  
 
 
(2,901,961)
 
 
(3,652,366)

Net liabilities
  
(8,554,348)
(3,548,907)


Capital and reserves
  

Called up share capital 
 12 
1
1

Profit and loss account
  
(8,554,349)
(3,548,908)

  
(8,554,348)
(3,548,907)


Page 1

 
TM LEWIN SHIRTMAKER LIMITED
REGISTERED NUMBER:14029791
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2024.




Martin Rivers
Director

The notes on pages 3 to 13 form part of these financial statements.
Page 2

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

TM Lewin Shirtmaker Limited is a limited liability company registered in England and Wales. Its registered office address is at Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL.
The principal activity of the Company is that of design and sale of clothing.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Going concern

The Company has net current liabilities and net liabilities. The financial statements have been prepared on a going concern basis, the validity of which is dependent on the continued support of the parent and group undertakings, through loans they have provided the Company. In the absence of this continued support the going concern basis may be invalid and adjustment would have to be made to reduce the value of assets to their recoverable amount, to provide for further liabilities that may arise and to reclassify fixed assets as current assets.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is £ Sterling.

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.

Page 3

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

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, being 2 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.

 
2.7

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.

Page 4

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.9

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 operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 5

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

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.

 Amortisation is provided on the following bases:

Image rights
-
50%
Straight line
Development expenditure
-
50%
Straight line
Brand
-
5%
Straight line

Negative goodwill is being amortised over the period which the identifiable non-monetary assets acquired are being recovered.

 
2.12

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.

Depreciation is provided on the following basis:

Office equipment
-
33%
Straight line
Computer equipment
-
33%
Straight line

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.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 6

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

  
2.15

Financial instruments

The Company only enters into transactions that result in basic financial instruments such as trade and other debtors, trade and other creditors, cash at bank and in hand, loans to/from related parties.
Trade debtors, other debtors and loans to related parties are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties.
Interest bearing borrowings, such bank loans, classified as basic financial instruments are recognised initially at the present value of future payments discounted at a market rate of interest. Thereafter they are stated at amortised cost using the effective interest method.
Cash and cash equivalents comprise cash balances and call deposits.

Page 7

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Company's accounting policies, the directors may be required to make judgements and estimates that could impact the amounts reported for assets and liabilities as at the Statement of financial position date and the amounts reported for revenue and expenses during the period.
The directors have not been required to use a significant degree of judgement in determining the timing and value of amounts recognised in the financial statements.
The directors were aware of the following significant sources of estimation uncertainty in the preparation of the financial statements:
Goodwill impairment and amortisation of brand name
The directors have been required to review negative goodwill and the brand name for indicators of impairment at 31 December 2023. Factors such as estimated future cashflows as a result of the acquired brand name and current economic performance have been taken into account.
Returns provision
The amount to provide for returned stock at the year end is estimated based on previous returns apportioned for the value of actual stock sold pre year-end which is still within the return window. Then historic difference between the provision estimate and the actual results, known at a later stage, is not expected to be material.
Stock impairment
The provision for slow moving inventory has been reviewed by the directors to ensure it is adequate. The future recoverability of items has been assessed to ascertain if stock lines would yield a lower recovery than their carrying value.
Deferred tax
Deferred tax has been estimated based on expected future tax rates. Deferred tax assets have only been recognised to the extent to which they are expected to be recoverable against future trading profits.





Page 8

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Employees

The average monthly number of employees, including directors, during the year was 26 (2022 - 24).


5.


Intangible assets




Image rights
Development expenditure
Brand
Negative goodwill
Total

£
£
£
£
£



Cost


At 1 January 2023
-
103,450
16,400,000
(358,392)
16,145,058


Additions
177,785
58,635
-
-
236,420



At 31 December 2023

177,785
162,085
16,400,000
(358,392)
16,381,478



Amortisation


At 1 January 2023
-
35,311
604,329
(85,670)
553,970


Charge for the year on owned assets
39,546
61,998
820,000
(54,503)
867,041



At 31 December 2023

39,546
97,309
1,424,329
(140,173)
1,421,011



Net book value



At 31 December 2023
138,239
64,776
14,975,671
(218,219)
14,960,467



At 31 December 2022
-
68,139
15,795,671
(272,722)
15,591,088


The individual intangible assets which are material to the financial statements are as follows:


Net book value
Remaining amortisation period (years)

2023
2022
2023
2022
£
£



Brand

T.M.Lewin brand name
14,975,671
15,795,671
18.25
19.25





Page 9

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           5.Intangible assets (continued)

Within the statement of comprehensive income, amortisation of image rights, development expenditure, brand and negative goodwill totalling £867,401 is included within administrative expenses.
The Company tests the carrying amount of the intangible assets annually for impairment or more frequently if there are indicators.
Impairment of the brand name is calculated based on the initial discounted cash flow valuation model used by the Company when the brand and assets were acquired.
No impairment of intangible fixed assets has been noted in the period.



6.


Tangible fixed assets





Office equipment
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
200
7,985
8,185


Additions
368
14,341
14,709



At 31 December 2023

568
22,326
22,894



Depreciation


At 1 January 2023
50
1,666
1,716


Charge for the year on owned assets
239
6,004
6,243



At 31 December 2023

289
7,670
7,959



Net book value



At 31 December 2023
279
14,656
14,935



At 31 December 2022
150
6,319
6,469

Page 10

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Debtors

2023
2022
£
£


Trade debtors
268,962
349,747

Other debtors
97,999
32,499

Prepayments
879,054
4,501,884

1,246,015
4,884,130



8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
198,078
204,069

Amounts owed to group undertakings
-
26,993,460

Other taxation and social security
274,723
620,403

Accruals
371,956
336,899

844,757
28,154,831



9.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
28,879,658
-


Amounts owed to group undertakings include loans which are secured by a fixed and floating charge over the assets of the Company. 

Page 11

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Deferred taxation




2023


£






At beginning of year
(3,513,761)


Charged to profit or loss
700,961



At end of year
(2,812,800)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Tax losses carried forward
930,801
422,576

Business combinations
(3,743,600)
(3,936,337)

(2,812,799)
(3,513,761)


11.


Provisions




Returns provision

£





At 1 January 2023
138,605


Charged to profit or loss
(49,444)



At 31 December 2023
89,161


12.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1


Page 12

 
TM LEWIN SHIRTMAKER LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounts accrued in respect of bonuses amounted to £93,380 (2022 - £42,348). Contributions totalling £nil (2022 - £nil) were payable to the fund at the reporting date and accrued contributions of £10,484 (2022 - £10,238) are included in creditors.


14.


Controlling party

The immediate parent company is TM Lewin Shirtmaker LLC, a company incorporated in Delaware.
The ultimate parent entity is BlueCompass Management Partners LP, an entity registered in the Cayman Islands.


15.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 25 September 2024 by Sean Brennan FCCA (Senior Statutory Auditor) on behalf of Sopher + Co LLP.

 
Page 13