Caseware UK (AP4) 2023.0.135 2023.0.135 2023-11-302023-11-30trueNo description of principal activitytruetruetruetruetruetrue2022-11-23false00falsefalse 14501769 2022-11-22 14501769 2022-11-23 2023-11-30 14501769 2021-11-23 2022-11-22 14501769 2023-11-30 14501769 c:Director1 2022-11-23 2023-11-30 14501769 c:Director1 2023-11-30 14501769 c:Director2 2022-11-23 2023-11-30 14501769 c:Director2 2023-11-30 14501769 c:Director3 2022-11-23 2023-11-30 14501769 c:Director3 2023-11-30 14501769 c:Director4 2022-11-23 2023-11-30 14501769 c:Director4 2023-11-30 14501769 c:Director5 2022-11-23 2023-11-30 14501769 c:Director5 2023-11-30 14501769 c:RegisteredOffice 2022-11-23 2023-11-30 14501769 d:CurrentFinancialInstruments 2023-11-30 14501769 d:Non-currentFinancialInstruments 2023-11-30 14501769 d:CurrentFinancialInstruments d:WithinOneYear 2023-11-30 14501769 d:Non-currentFinancialInstruments d:AfterOneYear 2023-11-30 14501769 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-11-30 14501769 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-11-30 14501769 d:ShareCapital 2022-11-23 2023-11-30 14501769 d:ShareCapital 2023-11-30 14501769 d:SharePremium 2022-11-23 2023-11-30 14501769 d:SharePremium 2023-11-30 14501769 d:RetainedEarningsAccumulatedLosses 2022-11-23 2023-11-30 14501769 d:RetainedEarningsAccumulatedLosses 2023-11-30 14501769 c:OrdinaryShareClass1 2022-11-23 2023-11-30 14501769 c:OrdinaryShareClass1 2023-11-30 14501769 c:FRS102 2022-11-23 2023-11-30 14501769 c:Audited 2022-11-23 2023-11-30 14501769 c:FullAccounts 2022-11-23 2023-11-30 14501769 c:PrivateLimitedCompanyLtd 2022-11-23 2023-11-30 14501769 d:Subsidiary1 2022-11-23 2023-11-30 14501769 d:Subsidiary1 1 2022-11-23 2023-11-30 14501769 2 2022-11-23 2023-11-30 14501769 6 2022-11-23 2023-11-30 14501769 e:PoundSterling 2022-11-23 2023-11-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 14501769










LACE MIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 NOVEMBER 2023

 
LACE MIDCO 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
14501769



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 MIDCO 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 - 19


 
LACE MIDCO 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 Midco Ltd (the “Company”) for the period ended 30th November 2023.
The principal activity of the Company is that of an intermediate investment holding company.
The Company was incorporated on 22nd November 2022 and on 23rd January 2023 received significant investment from Mobeus 2 LP to acquire 100% of LACE Bidco Ltd. The only operating costs for the Company are costs relating to the administration of the Mobeus 2 LP loan notes. The Company is part of the LACE Group, made up of LACE Topco Ltd and its subsidiaries.
The operating loss for the period was £20,065 and the net liabilities at the end of the period were £18,190.

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 LACE 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 LACE Group. 


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



R Roberts
Director

Page 1

 
LACE MIDCO 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 £54,257.

No dividends were paid in the year.

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)
R Roberts was appointed post year end on 25 April 2024

Future developments

The Company's priority will be to achieve an attractive and sustainable rate of growth and return from its investments as well as to manage its loan commitments in its capacity as an intermediate investment holding company.

Page 2

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

Opinion


We have audited the financial statements of Lace Midco 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 MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LACE MIDCO 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 MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LACE MIDCO 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 |or 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; and
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 MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LACE MIDCO 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 MIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 NOVEMBER 2023

Period ended
30 November 2023
£

  

Administrative expenses
  
(20,065)

Operating loss
  
(20,065)

Interest receivable and similar income
 6 
793,106

Interest payable and similar expenses
 7 
(827,298)

Loss before tax
  
(54,257)

Loss for the financial period
  
(54,257)

There was no other comprehensive income for 2023.

The notes on pages 11 to 19 form part of these financial statements.

Page 8

 
LACE MIDCO LIMITED
REGISTERED NUMBER: 14501769

BALANCE SHEET
AS AT 30 NOVEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 9 
36,067

  
36,067

Current assets
  

Debtors
 10 
9,816,451

  
9,816,451

Creditors: amounts falling due within one year
 11 
(844,222)

Net current assets
  
 
 
8,972,229

Total assets less current liabilities
  
9,008,296

Creditors: amounts falling due after more than one year
 12 
(9,026,486)

  

Net liabilities
  
(18,190)


Capital and reserves
  

Called up share capital 
 14 
361

Share premium account
  
35,706

Profit and loss account
  
(54,257)

  
(18,190)


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 19 form part of these financial statements.

Page 9

 
LACE MIDCO 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
-
-
(54,257)
(54,257)

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


At 30 November 2023
361
35,706
(54,257)
(18,190)

The notes on pages 11 to 19 form part of these financial statements.

Page 10

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

1.


General information

Lace Midco Limited is a private limited company, limited by shares, registered in England and Wales, registration number 14501769. The registered office and trading address is Unit 441 Metal Box 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, United Kingdom, SE1 0HS.

Page 11

 
LACE MIDCO 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

Interest income

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

 
2.5

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.

 
2.6

Borrowing costs

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

 
2.7

Taxation

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.

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 12

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

2.Accounting policies (continued)

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.9

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.

 
2.10

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.

 
2.11

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.

 
2.12

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

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
Page 13

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

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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.


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.


Auditors' remuneration

Audit fees are borne by Lace Partners Limited.




5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration.

Page 14

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

6.


Interest receivable

2023
£


Interest receivable from group companies
793,106

793,106


7.


Interest payable and similar expenses

2023
£


Other loan interest payable
824,157

Interest payable on loans from group undertakings
3,141

827,298


8.


Taxation


2023
£




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:

2023
£


Loss on ordinary activities before tax
(54,257)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.92%
(12,436)

Effects of:


Expenses not deductible for tax purposes
76,394

Group relief claimed
(63,958)

Total tax charge for the period
-


Factors that may affect future tax charges

Page 15

 
LACE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2023
 
8.Taxation (continued)

There were no factors that may affect future tax charges.


9.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


Additions
36,067



At 30 November 2023
36,067





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Lace Bidco Limited
Unit 441 Metal Box Factory , Great Guildford Street, London, United Kingdom, 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 Bidco Limited
(1,627,401)
(1,663,468)

The Company acquired 100% of the ordinary share capital of Lace Bidco Limited on 23 January 2023 for £36,067 by way of intercompany loan.


10.


Debtors

2023
£


Loan notes due from subsidiary
9,816,451
Page 16

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

10.Debtors (continued)


9,816,451


On 23 January 2023, an intercompany loan of principal £7,968,912 was issued to Lace Bidco 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. 
On 23 January 2023, an intercompany loan of principal £1,054,433 was issued to Lace Bidco Limited at an interest rate of 4% above the last 3 months' SONIA rate (capped at 2.75%), repayable on redemption. Interest is accrued and payable annually in arrears. 


11.


Creditors: Amounts falling due within one year

2023
£

Loan notes
91,890

Amounts owed to group undertakings
749,332

Accruals and deferred income
3,000

844,222



12.


Creditors: Amounts falling due after more than one year

2023
£

Loan notes
8,968,912

Other loans - Amounts owed to parent company
57,574

9,026,486


On 23 January 2023, loan notes of principal £54,433 were issued to Lace Topco Limited 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 payable on redemption. 

Page 17

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

13.


Loans


Analysis of the maturity of loans is given below:


2023
£

Amounts falling due within one year

Loan notes
91,890

Amounts falling due 1-2 years

Loan notes
1,000,000

Amounts falling due 2-5 years

Loan notes
7,968,912


9,060,802


On 23 January 2023, Investor A loan notes of principal £7,968,912 were issued at an interest rate of 8% above the last 3 months' SONIA rate (capped at 2.75%), over a term of five years. Interest is accrued and payable quarterly. 
On 23 January 2023, Vendor loan notes of principal £1,000,000 were issued at an interest rate of 8% above the last 3 months' SONIA rate (capped at 2.75%), over a term of two years. Interest is accrued and payable quarterly. 


14.


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 recognising share premium of £35,706. Ordinary shareholders are entitled to full voting rights, dividend and capital distribution rights.


15.


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 18

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

16.


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.


17.


Controlling party

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

Page 19