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Registered number: 14421868












LED TOPCO LIMITED
(FORMALLY LIGHT TOPCO LIMITED)
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

CONTENTS



Page
Company information
 
1
Consolidated balance sheet
 
2 - 3
Company balance sheet
 
4
Consolidated statement of changes in equity
 
5
Company statement of changes in equity
 
6
Notes to the financial statements
 
7 - 22


 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)
 
COMPANY INFORMATION


Directors
H L Anthony 
S A Clark 
C E Gallagher-Powell 




Registered number
14421868



Registered office
3rd Floor
22 Old Bond Street

London

W1S 4PY




Accountants
Blick Rothenberg Limited
Chartered Accountants

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:14421868
LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Intangible assets
 4 
18,245,868

Tangible assets
 5 
345,235

  
18,591,103

Current assets
  

Stocks
 7 
1,101,103

Debtors: amounts falling due within one year
 8 
1,449,067

Cash at bank and in hand
  
306,564

  
2,856,734

Creditors: amounts falling due within one year
 9 
(2,164,635)

Net current liabilities
  
 
 
692,099

Total assets less current liabilities
  
19,283,202

Creditors: amounts falling due after more than one year
 10 
(21,743,493)

Provisions for liabilities
  

Other provisions
  
(934,546)

  
 
 
(934,546)

Net liabilities
  
(3,394,837)


Capital and reserves
  

Called up share capital 
  
928

Share premium account
  
91,822

Foreign exchange reserve
  
20,901

Profit and loss account
  
(3,508,488)

Total equity
  
(3,394,837)


Page 2


 
REGISTERED NUMBER:14421868
LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 consolidated profit and loss account 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 by: 


C E Gallagher-Powell
Director

Date: 17 October 2024

The notes on pages 7 to 22 form part of these financial statements.

Page 3


 
REGISTERED NUMBER:14421868
LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 6 
1

Current assets
  

Debtors: amounts falling due within one year
 8 
5,517,461

Creditors: amounts falling due within one year
 9 
(650,966)

Net current liabilities
  
 
 
4,866,495

Total assets less current liabilities
  
4,866,496

Creditors: amounts falling due after more than one year
 10 
(5,424,711)

Net liabilities
  
(558,215)


Capital and reserves
  

Called up share capital 
 14 
928

Share premium account
  
91,822

Loss for the period
  
(650,965)

Profit and loss account carried forward
  
(650,965)

Total equity
  
(558,215)


The directors consider that the company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 consolidated profit and loss account 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 by: 


C E Gallagher-Powell
Director

Date: 17 October 2024

The notes on pages 7 to 22 form part of these financial statements.

Page 4

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


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

£
£
£
£
£


Comprehensive income for the period

Loss for the financial period

-
-
-
(3,508,488)
(3,508,488)

Currency translation differences on consolidation
-
-
20,901
-
20,901


Other comprehensive income for the period
-
-
20,901
-
20,901


Total comprehensive income for the period
-
-
20,901
(3,508,488)
(3,487,587)


Contributions by and distributions to owners

Shares issued during the period
928
91,822
-
-
92,750


Total transactions with owners
928
91,822
-
-
92,750


At 31 December 2023
928
91,822
20,901
(3,508,488)
(3,394,837)

The notes on pages 7 to 22 form part of these financial statements.

Page 5

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the financial period
-
-
(650,965)
(650,965)
Total comprehensive income for the period
-
-
(650,965)
(650,965)


Contributions by and distributions to owners

Shares issued during the period
928
91,822
-
92,750


Total transactions with owners
928
91,822
-
92,750


At 31 December 2023
928
91,822
(650,965)
(558,215)

The notes on pages 7 to 22 form part of these financial statements.

Page 6

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

LED Topco Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 3rd Floor, 22 Old Bond Street, London, W1S 4PY. 
The company changed its name from Light Topco Limited to LED Topco Limited on 2 November 2022.
These financial statements have been prepared for a 15-month period from 17 October 2022 to 31 December 2023, since the company's incorporation.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 

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 judgment in applying the group's accounting policies.

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account 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 balance sheet, 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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis notwithstanding that the group and company has a deficiency on total equity at the end of the year. The directors consider this basis to be appropriate as the group and company has sufficient facilities available from its shareholders to fund its working capital requirements for a period of at least twelve months from the date these financial statements were approved.

Page 7

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is £.

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated profit and loss account within 'cost of sales'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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 group has transferred the significant risks and rewards of ownership to the buyer;
the group 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 group 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.

Page 8

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

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.

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.

 
2.7

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.

 
2.8

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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.10

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 balance sheet. The assets of the plan are held separately from the group in independently administered funds.

Page 9

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the period.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.

Page 10

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.

Other 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:

Development costs
-

8 years
Goodwill
-

10 years

 
2.13

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:

Short leasehold
-
3 years
Plant and machinery
-
5 years
Motor vehicles
-
4 years
Fixtures and fittings
-
3 years
Computer equipment
-
3 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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 11

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

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 weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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.


2.16

Financial instruments

The group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

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

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. 
 
The group’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances and preference shares classified as debt, are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, loans from fellow group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 12

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)





 (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the group would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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 and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

 
2.17

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

  
2.18

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Page 13

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Employees

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


     Period ended
     31 December
        2023
            No.






Group employees
38

The company has no employees or directors whom received remuneration during the period. Some of the company's directors were remunerated from within other entities of the group.


4.


Intangible assets

Group




Development costs
Goodwill
Total

£
£
£



Cost


Additions
545,656
18,775,533
19,321,189


On acquisition of subsidiaries
1,057,461
-
1,057,461



At 31 December 2023

1,603,117
18,775,533
20,378,650



Amortisation


Charge for the period on owned assets
255,229
1,877,553
2,132,782



At 31 December 2023

255,229
1,877,553
2,132,782



Net book value



At 31 December 2023
1,347,888
16,897,980
18,245,868

The company had no intangible fixed assets at 31 December 2023.



Page 14

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Tangible fixed assets

Group






Short leasehold
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost


Additions
10,250
30,413
206,570
1,407
10,294
258,934


Acquisition of subsidiary
11,514
117,766
75,297
17,582
27,657
249,816


Disposals
-
-
(66,583)
-
(138)
(66,721)


Exchange adjustments
-
-
-
-
479
479



At 31 December 2023

21,764
148,179
215,284
18,989
38,292
442,508



Depreciation


Charge for the period 
5,397
38,135
54,266
9,946
13,728
121,472


Disposals
-
-
(24,968)
-
-
(24,968)


Exchange adjustments
-
-
-
-
769
769



At 31 December 2023

5,397
38,135
29,298
9,946
14,497
97,273



Net book value



At 31 December 2023
16,367
110,044
185,986
9,043
23,795
345,235

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
£



Motor vehicles
185,987

Page 15

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


Additions
1



At 31 December 2023
1





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the company:

Name

Registered office

Class of shares

Holding

LED Midco Limited
3rd Floor, 22 Old Bond Street, London, 
W1S 4PY
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

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

LED Midco Limited
(603,111)
(603,112)


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

LED Cleanco Limited
3rd Floor 22 Old Bond Street, London, 
W1S 4PY
Ordinary
100%
LED Bidco Limited
3rd Floor 22 Old Bond Street, London, 
W1S 4PY
Ordinary
100%
Aesthetic Technology Ltd
211 Europa Boulevard, Westbrook, Warrington, WA5 7TN
Ordinary
100%
Dermalux USA Inc
7901 4th St N, STE 300, St Petersburg, FL 33702
Ordinary
100%

Page 16

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Indirect subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

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

LED Cleanco Limited
(64)
(65)

LED Bidco Limited
(1,322,895)
(1,322,896)

Aesthetic Technology Ltd
2,178,183
(956,293)

Dermalux USA Inc
(630,194)
(461,195)


7.


Stocks

Group
2023
£

Raw materials and consumables
845,339

Finished goods and goods for resale
255,764

1,101,103


There is no significant difference between the replacement cost of the stock and its carrying amount. Stocks for the group are stated after provisions for impairment of £98,824


8.


Debtors

Group
Company
2023
2023
£
£


Trade debtors
262,457
-

Amounts owed by group undertakings
-
60,875

Other debtors
433,053
5,424,711

Called up share capital not paid
-
31,875

Prepayments and accrued income
274,783
-

Deferred taxation
478,774
-

1,449,067
5,517,461


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Page 17

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Creditors: amounts falling due within one year

Group
Company
2023
2023
£
£

Other loans
87,117
-

Trade creditors
832,930
-

Amounts owed to group undertakings
-
1

Corporation tax
180,131
-

Other taxation and social security
121,619
-

Net obligations under finance leases
55,227
-

Other creditors
123,514
-

Accruals and deferred income
764,097
650,965

2,164,635
650,966


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
Obligations under finance leases are secured against the assets to which they relate.
Disclosure of the terms and conditions attached to other loans is made in note 11.


10.


Creditors: amounts falling due after more than one year

Group
Company
2023
2023
£
£

Other loans
10,600,000
-

Net obligations under finance leases
162,390
-

Amounts owed to group undertakings
5,556,392
-

Share capital treated as debt
5,424,711
5,424,711

21,743,493
5,424,711


Obligations under finance leases are secured against the assets to which they relate.
Disclosure of the terms and conditions attached to other loans is made in note 11.
Amounts owed to group undertakings relate to 12% unsecured redeemable loan notes issued, which have a final repayment date on the 10th anniversary of the instrument. The instrument shall constitute a continuing security for that part of the notes remaining unredeemed.
Disclosure of the terms and conditions attached to the non-equity shares is made in note 15.

Page 18

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Loans


Analysis of the maturity of loans is given below:


Group
2023
£

Amounts falling due within one year

Other loans
87,117


Amounts falling due 2-5 years

Other loans
10,600,000


10,687,117


Other loans falling due within one year, represents interest payable at the year end. The balance is repayable on demand.
Other loan of £4,500,000 falling due within 2 - 5 years, is due for repayment, 60 months after the drawdown of the loan which will be July 2028. Interest charged for each interest period, is the aggregate of the compounded reference rate and the margin of 12%. The loan is secured by a fixed and floating charge over the assets of some of the companies within the group.
Other loan of £1,525,000 falling due within 2 - 5 years, carries an interest rate of 7.35% per annum plus the Bank of England base rate. Loan interest is payable monthly for the first 24 months followed by interest and principal payments thereafter for next 36 months. With the full balance repaid after 60 months of the drawdown, which will be January 2028. The loan is secured by a fixed and floating charge over the assets of some of the companies within the group.
Other loan of £4,575,000 falling due 2 - 5 years, carries an interest rate of 7.35% per annum plus the Bank of England base rate. Loan interest is payable monthly with a single repayment 60 months after drawdown. With the full balance repaid after 60 months of the drawdown, which will be January 2028. The loan is secured by a fixed and floating charge over the assets of some of the companies within the group.
 

Page 19

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
2023
£

Within one year
55,227

Between 1-5 years
162,390

217,617


13.


Deferred taxation


Group



2023


£






On acquisition of subsidiaries
478,774



At end of year
478,774







Group
2023
£

Origination and reversal of timing differences
478,774

478,774

Page 20

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.


Share capital

2023
£
Shares classified as equity

Allotted, called up and fully paid


52,500 A Ordinary shares of £0.01 each
525
22,500 B Ordinary shares of £0.01 each
225
17,750 C Ordinary shares of £0.01 each
178

928

2023
£
Shares classified as debt

Allotted, called up and fully paid


5,424,711 B Preference shares of £1.00 each
5,424,711


On incorporation the company issued 1 ordinary shares of £1 each at par, in order to establish the capital structure of the company.
On 18 January 2023, the issued share capital of the company was sub divided into A Ordinary shares, B Ordinary shares, B Preference shares and C Ordinary shares, in order to increase working capital.
On 9 February 2024 the company purchased 875 C Ordinary shares at par.
On 21 February 2024 the company issued 350,000 A Ordinary shares of £0.01 at par, in order to increase working capital.
On 4 March 2024 the company issued 500,000 A Ordinary shares of £0.01 at par, in order to increase working capital.
On 23 April 2024 the company issued 250,000 A Ordinary shares of £0.01 at par, in order to increase working capital.
On 2 May 2024 the company issued 150,000 A Ordinary shares of £0.01 at par, in order to increase working capital.
On 1 June 2024 the company issued 130,000 A Ordinary shares of £0.01 at par, in order to increase working capital.
On 2 July 2024 the company issued 510,000 A Ordinary shares of £0.01 at par, in order to increase working capital.
On 3 July 2024 the company purchased 7,500 C Ordinary shares at par.

B preference shares carry non-voting rights. The holders of the preference shares are entitled to a fixed cumulative preferential cash dividend at 12% per annum accruing on a daily basis. The preference shareholders may pursuant to an sale or listing require that the company; or agree in writing with the company at any time that the company shall redeem all or some of the B preference shares. The company may redeem all or some of the B preference shares then in issue and held by such B preference shareholder as required under the Investment Agreement.

Page 21

 

LED TOPCO LIMITED (FORMERLY LIGHT TOPCO LIMITED)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

15.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £42,293. Contributions totalling £9,699  were payable to the fund at the balance sheet date and are included in creditors.

16.
Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures"  from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:




Relationship

Transaction

Amount
Amount due (to)/from related parties




2023
2023 




£
£ 



Under common control
Loans
-
(5,556,392)


Interest
580,883
-



Under common control
Creditors
-
(150,000)


Services rendered
236,815
-


Amounts owed to related parties are unsecured, interest free and due for repayment within one year.


17.


Controlling party

In the opinion of the directors the ultimate controlling party is Hartford Growth Fund Limited.

 
Page 22