Caseware UK (AP4) 2023.0.135 2023.0.135 2023-11-302023-11-30truetruetruetruetruetrue2022-11-23falseNo description of principal activity30truefalsefalse 14501861 2022-11-22 14501861 2022-11-23 2023-11-30 14501861 2021-11-23 2022-11-22 14501861 2023-11-30 14501861 6 2022-11-23 2023-11-30 14501861 d:Director1 2022-11-23 2023-11-30 14501861 d:Director1 2023-11-30 14501861 d:Director2 2022-11-23 2023-11-30 14501861 d:Director2 2023-11-30 14501861 d:Director3 2022-11-23 2023-11-30 14501861 d:Director3 2023-11-30 14501861 d:Director4 2022-11-23 2023-11-30 14501861 d:Director4 2023-11-30 14501861 d:Director5 2022-11-23 2023-11-30 14501861 d:Director5 2023-11-30 14501861 d:RegisteredOffice 2022-11-23 2023-11-30 14501861 e:CurrentFinancialInstruments 2023-11-30 14501861 e:Non-currentFinancialInstruments 2023-11-30 14501861 e:CurrentFinancialInstruments e:WithinOneYear 2023-11-30 14501861 e:Non-currentFinancialInstruments e:AfterOneYear 2023-11-30 14501861 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2023-11-30 14501861 e:ReportableOperatingSegment1 2022-11-23 2023-11-30 14501861 e:ShareCapital 2022-11-23 2023-11-30 14501861 e:ShareCapital 2023-11-30 14501861 e:SharePremium 2022-11-23 2023-11-30 14501861 e:SharePremium 2023-11-30 14501861 e:RetainedEarningsAccumulatedLosses 2022-11-23 2023-11-30 14501861 e:RetainedEarningsAccumulatedLosses 2023-11-30 14501861 e:AcceleratedTaxDepreciationDeferredTax 2023-11-30 14501861 e:TaxLossesCarry-forwardsDeferredTax 2023-11-30 14501861 d:OrdinaryShareClass1 2022-11-23 2023-11-30 14501861 d:OrdinaryShareClass1 2023-11-30 14501861 d:FRS102 2022-11-23 2023-11-30 14501861 d:Audited 2022-11-23 2023-11-30 14501861 d:FullAccounts 2022-11-23 2023-11-30 14501861 d:PrivateLimitedCompanyLtd 2022-11-23 2023-11-30 14501861 e:Subsidiary1 2022-11-23 2023-11-30 14501861 e:Subsidiary1 1 2022-11-23 2023-11-30 14501861 2 2022-11-23 2023-11-30 14501861 6 2022-11-23 2023-11-30 14501861 f:PoundSterling 2022-11-23 2023-11-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 14501861










LACE BIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 NOVEMBER 2023

 
LACE BIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
F W Bacon (appointed 23 November 2022, resigned 23 January 2023)
C R Acratopulo (appointed 23 January 2023)
A Alburey (appointed 23 January 2023)
G V Blackburn (appointed 23 January 2023)
R Roberts (appointed 25 April 2024)




Registered number
14501861



Registered office
Unit 441 Metal Box Factory
Great Guildford Street

London

SE1 0HS




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
LACE BIDCO LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 22


 
LACE BIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 NOVEMBER 2023

Principal Activities and Business Review
 
The Board of Directors present their Strategic Report for LACE Bidco Ltd (the “Company”) for the period ended 30th November 2023.
The principal activity of the Company is that of an investment holding company and provision of management services to the LACE Group, made up of LACE Topco Ltd and its subsidiaries.
The Company was incorporated on 22nd November 2022 and on 23rd January 2023 received significant investment from LACE Midco Ltd to acquire 100% of LACE Partners Ltd.  
Other income for the period was £746,182 and operating loss of £21,635. The net liabilities at the end of the period were £1,621,080 with the investment on the LACE Partners Ltd acquisition being offset by intercompany loans payable.

Principal risks and uncertainties
 
The Company considers risk management a high priority and has processes in place to identify, mitigate and manage risk.  The Board of Directors are responsible for risk management and have identified the following principal risks facing the business with steps to mitigate as follows:
Liquidity Risk
The Company maintains and monitors cash and bank balances to ensure it has sufficient available liquid resources for it to operate, including long term cashflow forecasts to identify any future cashflow requirements and to maximise return on current cash assets.
Interest Rate Risk
The Company holds a number of related party loan notes, some of which are subject to interest repayments now and some with interest repayments on redemption.  The Group is exposed to interest rate risk through the impact of rate changes on interest bearing borrowings but the interest rate is capped therefore the risk is minimal.  The LACE Group generates sufficient cash to service these loan notes and management continues to monitor and assess interest rate risk across the Group. 


This report was approved by the board on 4 November 2024 and signed on its behalf.



R Roberts
Director

Page 1

 
LACE BIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 NOVEMBER 2023

The directors present their report and the financial statements for the period ended 30 November 2023.

The company was incorporated on 23 November 2022 and commenced trading on the same date.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £1,657,147.

No dividends were paid in the period.

Directors

The directors who served during the period were:

F W Bacon (appointed 23 November 2022, resigned 23 January 2023)
C R Acratopulo (appointed 23 January 2023)
A Alburey (appointed 23 January 2023)
G V Blackburn (appointed 23 January 2023)

Future developments

The Company's priority will be to achieve an attractive and sustainable rate of growth and return from its investments, and to provide necessary services to other companies within the wider group.

Page 2

 
LACE BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2023

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'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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the period end.

Auditors

The auditorsHaysmacintyre LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 4 November 2024 and signed on its behalf.
 





R Roberts
Director

Page 3

 
LACE BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LACE BIDCO LIMITED
 

Opinion


We have audited the financial statements of LACE Bidco Limited (the 'Company') for the period ended 30 November 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 Company's affairs as at 30 November 2023 and of its loss for the period 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 Company 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
LACE BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LACE BIDCO 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 Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
LACE BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LACE BIDCO 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 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Company and industry, we identified that the principal risks of noncompliance with laws and regulations related to regulatory requirements for the business, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and income tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
 
inspecting correspondence with regulators and tax authorities;
discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
evaluating management's controls designed to prevent and detect irregularities;
identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; an
challenging assumptions and judgements made by management in their critical accounting estimates.


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


A further description of our responsibilities 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.


Page 6

 
LACE BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LACE BIDCO LIMITED (CONTINUED)


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.





Laura Mott (Senior Statutory Auditor)
for and on behalf of
Haysmacintyre LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

4 November 2024
Page 7

 
LACE BIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 NOVEMBER 2023

Period ended
30 November
2023
Note
£

  

Other income
 4 
746,182

Administrative expenses
  
(767,817)

Operating loss
  
(21,635)

Interest receivable and similar income
  
28,810

Interest payable and similar expenses
  
(1,799,532)

Loss before tax
  
(1,792,357)

Tax on loss
  
135,210

Loss for the financial period
  
(1,657,147)

Other comprehensive income for the period
  

The notes on pages 11 to 22 form part of these financial statements.

Page 8

 
LACE BIDCO LIMITED
REGISTERED NUMBER: 14501861

BALANCE SHEET
AS AT 30 NOVEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 9 
23,685,832

  
23,685,832

Current assets
  

Debtors: amounts falling due within one year
 10 
788,913

Cash at bank and in hand
 11 
20,808

  
809,721

Creditors: amounts falling due within one year
 12 
(2,380,506)

Net current liabilities
  
 
 
(1,570,785)

Total assets less current liabilities
  
22,115,047

Creditors: amounts falling due after more than one year
 13 
(23,736,127)

  

Net liabilities
  
(1,621,080)


Capital and reserves
  

Called up share capital 
 16 
361

Share premium account
  
35,706

Profit and loss account
  
(1,657,147)

  
(1,621,080)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 November 2024.




R Roberts
Director

The notes on pages 11 to 22 form part of these financial statements.

Page 9

 
LACE BIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 NOVEMBER 2023


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

£
£
£
£



Loss for the period
-
-
(1,657,147)
(1,657,147)

Shares issued during the period
361
35,706
-
36,067


At 30 November 2023
361
35,706
(1,657,147)
(1,621,080)

The notes on pages 11 to 22 form part of these financial statements.

Page 10

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

1.


General information

Lace Bidco Limited is a private limited company, limited by shares, registered in England and Wales, registration number 14501861. The registered office and trading address is Unit 441 Metal Box Factory, Great Guildford Street, London, United Kingdom, SE1 0HS.

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.
The Company was incorporated on 23 November 2022. These financial statements therefore, cover the period from incorporation to 30 November 2023.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Lace Topco Limited as at 30 November 2023 and these financial statements may be obtained from Unit 441 Metal Box Factory, Great Guildford Street, London, England, SE1 0HS.

Page 11

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors placed reliance on the going concern assessment carried out by the ultimate parent company at a consolidated group level. The going concern of the group was considered for a 12 month period from the date the accounts were signed and included the financial results of the trading entity of the group, LACE Partners Limited. LACE Partners Limited is a profitable and cash generative entity, with a profit for the year ending 30th November 2023 of £2,086,236 and net assets of £4,372,670. Accordingly, the Directors continue to adopt the going concern basis in preparing the report and the financial statements.

  
2.4

Other income

Other income relates to amounts due from Lace Partners Limited for director salaries recharged to that entity. The income is recognised in the period in which the services are provided to the subsidiary.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

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.

 
2.7

Borrowing costs

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

 
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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 12

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the period 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 balance sheet date in the countries where the Company operates and generates income.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.11

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

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.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.15

Financial instruments

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

Basic financial assets
Page 13

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)


2.15
Financial instruments (continued)


Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 14

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, which are described above, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision.affects both current and future periods.
The key sources of estimation undercertainty that have a significant effect on the amounts recognised in the financial statements are described below:
Fixed Asset Investments
Judgments have been made in relation to the valuation of investments in subsidiaries. The directors have concluded that values are appropriate and there is no required impairment. The investments are a judgment, but there is also judgment in relation to the recoverability of group debtors.


4.


Turnover

Period ended
30 November
2023
£

Intercompany recharges
746,182

746,182


All turnover arose within the United Kingdom.


5.


Auditors' remuneration

Audit fees are borne by Lace Partners Limited.

Page 15

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

6.


Employees

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


Period ended
30 November
2023
£

Wages and salaries
591,327

Social security costs
76,761

Cost of defined contribution scheme
18,756

686,844


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


     Period ended
     30 November
        2023
            No.






Employees
3


7.


Directors' remuneration

Period ended
30 November
2023
£

Directors' emoluments
501,840

Company contributions to defined contribution pension schemes
15,045

516,885


The highest paid director received remuneration of £250,749.

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,523.

Page 16

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

8.


Taxation


Period ended
30 November
2023
£



Total current tax
-

Deferred tax


Short term timing differences
(17,456)

Losses and other deductions
(117,754)

Total deferred tax
(135,210)


Tax on loss
(135,210)

Factors affecting tax charge for the period

The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 22.92% as set out below:

Period ended
30 November
2023
£


Loss on ordinary activities before tax
(1,792,357)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.92%
(410,897)

Effects of:


Expenses not deductible for tax purposes
222,952

Group relief surrendered
63,958

Remeasurement of deferred tax for changes in tax rates
(11,223)

Total tax credit for the period
(135,210)

Page 17

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

9.


Fixed asset investments





Investments in subsidiary companies

£



Cost


Additions
23,685,832



At 30 November 2023
23,685,832





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Lace Partners Limited
Unit 441 Metal Box Factory, Great Guildford Street, London, England, SE1 0HS
Ordinary
100%

The aggregate of the share capital and reserves as at 30 November 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)

Lace Partners Limited
4,372,670
2,086,236

The Company acquired 100% of the ordinary share capital of Lace Partners Limited on 23 January 2023 for £23,685,832. There were £801,682 of costs incurred during the period, directly related to the acquisition which have been capitalised as part of the investment.
Included in the total consideration is £14,845,021 of consideration loan notes and £1,430,839 deferred consideration. The deferred consideration related to the benefit to be received by Lace Partners Limited from the corporation tax deduction relating to EMI options which were exercised on the acquisition of Lace Partners Limited. This was calculated at £1,515,000 at the period-end, discounted to the present value of £1,430,839 at the acquisition date, with the difference of £84,161 being recognised as an interest expense in the period.


10.


Debtors

2023
£


Amounts owed by group undertakings
222,178
Page 18

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

10.Debtors (continued)


Other debtors
431,525

Deferred taxation
135,210

788,913



11.


Cash and cash equivalents

2023
£

Cash at bank and in hand
20,808



12.


Creditors: Amounts falling due within one year

2023
£

Other loans - Amounts owed to fellow subsidiary
793,106

Trade creditors
57

Other taxation and social security
72,343

Other creditors
1,515,000

2,380,506



13.


Creditors: Amounts falling due after more than one year

2023
£

Other loans
14,712,782

Amounts owed to group undertakings
9,023,345

23,736,127


Page 19

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

14.


Loans


Analysis of the maturity of loans is given below:


2023
£

Amounts falling due within one year

Other loans - Amounts owed to fellow subsidiary
793,106


793,106


Amounts falling due 2-5 years

Other loans
14,712,782


14,712,782


15,505,888


On 23 January 2023, Vendor Loan Notes of principal £1,054,433 were issued at an interest rate of 4% above the last 3 months' SONIA rate (capped at 2.75%), over a term of six years. Interest is accrued and only payable on redemption of the loan note. This loan note was transferred over to Lace Midco Limited on 23 January 2023 via intercompany accounts on exercise by Lace Midco Limited of a put and call option deed.
On 23 January 2023, Management B Loan Notes of principal £11,838,790 were issued at an interest rate of a minimum of 4% above the last 3 months' SONIA rate (capped at 2.75%), over a term of five years. Interest is accrued and only payable on redemption of the loan note. The loan note is subject to a performance enhancement, whereby EBITDA for the previous 12 months will impact the interest rate payable above the SONIA rate. Management used forecasts for the business to estimate the future cash outflows for the loan and discounted this to present value. Management have applied an 8% effective interest rate to this loan note which represents the market rate for such a loan and also the estimated effective interest rate based on management forecasts.
On 23 January 2023, Management C Loan Notes of principal £1,951,876 were issued at an interest rate of 4% above the last 3 months' SONIA rate (capped at 2.75%), over a term of five years. Interest is accrued and only payable on redemption of the loan note.
On 23 January 2023, Loan Notes of principal £7,968,912 were issued to Lace Midco Limited  at an interest rate of 8% above the last 3 months' SONIA rate (capped at 2.75%), with no term specified, however management have assumed it's due on 23 January 2028. Interest is accrued and payable annually in arrears. 

Page 20

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

15.


Deferred taxation



2023


£






Charged to profit or loss
135,210



At end of year
135,210

The deferred tax asset is made up as follows:

2023
£


Short term timing differences
17,456

Losses and other deductions
117,754

135,210


16.


Share capital

2023
£
Allotted, called up and fully paid


36,067 Ordinary shares of £0.01 each
361


During the period, 36,067 ordinary shares of £0.01 each were issued for £36,067, creating share premium of £35,706. Ordinary shareholders are entitled to full voting rights, dividend and capital distribution rights.


17.


Reserves

Share premium account

Includes any premiums received on issue of share capital.

Profit and loss account

Profit and loss account represents cumulative profits or losses.

Page 21

 
LACE BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023

18.


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 amounted to £18,756. Contributions totalling £nil were payable to the fund at the reporting date.


19.


Related party transactions

The company has taken advantage of the exemption available in Financial Reporting Standard 102 Section 33 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group. The consolidated financial statements of the ultimate parent company, Lace Topco Limited are available from Unit 441 Metal Box Factory, Great Guildford Street, London, England, SE1 0HS.


20.


Controlling party

The immediate parent undertaking is Lace Midco Limited.
The ultimate parent undertaking is Lace Topco Limited.
There is no ultimate controlling party.

Page 22