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Registered number: 14499418










LACE TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2024

 
LACE TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
C R Acratopulo 
A Alburey 
G V Blackburn 
R M Grattan 
R Roberts (appointed 23 April 2024)




Registered number
14499418



Registered office
Unit 441 Metal Box Factory
Great Guildford Street

London

SE1 0HS




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
LACE TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10
Company Balance Sheet
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14 - 15
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 35


 
LACE TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024

Principal Activities and Business Review
 
The Board of Directors present their Strategic Report for LACE Topco Ltd (the “Company”) for the year ended 30th November 2024.
The principal activity of LACE Topco Ltd is that of a holding company and the principal activity of the trading subsidiaries (the “Group”) is the provision of HR, Payroll and Workforce transformation consultancy.
The Company was incorporated on 22nd November 2022 and on 23rd January 2023 the Group received significant investment from Mobeus 2 LP to acquire a minority interest in LACE Partners Ltd.  As such the comparatives presented in the attached consolidated financial statements are for the 10 month trading period ended 30th November 2023. This investment was a positive outcome for all our stakeholders and provided LACE Group with a platform for continued growth.
In this 12 month trading period, the Group generated turnover of £17,182,251 (2023 - 10 month period: £10,764,398) and operating profit of £593,747 (2023 - 10 month period: operating loss £1,713,509)  and a loss in the period of £1,805,415 (2023 - 10 month period: £1,361,260). The loss in the period is principally a result of the loan note interest payable of £2,060,274.
LACE Partners Ltd, the trading entity within the Group, had a positive year with growth in existing clients and a number of new client engagements. Revenue in the year was up 39% (2023: up 8%) versus last financial year to £17,182,251 (2023: £12,340,339) and a profit for the financial year of £2,409,965 (2023: £2,086,236).

Key performance indicators
 
The primary indicators of financial performance that the Board of Directors are concerned with are Revenue and Net Cash. The outcome for these primary KPIs was as follows for the year ending 30th November 2024 – 
KPIs               FY24                        FY23 (10 months)
Revenue         £17,182,251              £10,764,398
Net Cash        £2,502,664                £1,774,477
Based on a detailed assessment of the future financial performance of the Company both from a profit and cash perspective, the Board of Directors are happy that it is appropriate for the financial statements of the Company to be prepared on a going concern basis.

Page 1

 
LACE TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024

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:
Attracting and retaining highly skilled professionals
In order to continue to grow, we need to attract new talent and retain our existing talent. In FY24 we increased our headcount by 15 (22%). We maintain a strong culture with competitive salaries, investment in learning and development and collaborative communication.
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 Group holds a number of related party loan notes, some of which are subject to interest repayments quarterly 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 Group generates sufficient cash to service these loan notes and management continues to monitor and assess interest rate risk across the Group. 
Economic conditions and current economic weakness
The UK consulting market continued to experience challenges in FY24 with a slowdown in growth and operational restructuring. Despite this, the Group continued to grow and take market share in 2024 growing by 39%, significantly up against the average growth for the UK Consultancy market. The Group has continued to invest in FY24 across both client and non facing client roles, to support the in year growth and also to continue to build the platform for future growth.    


This report was approved by the board on 30 June 2025 and signed on its behalf.



R Roberts
Director

Page 2

 
LACE TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024

The directors present their report and the financial statements for the year ended 30 November 2024.

The company was incorporated on 22 November 2022 and commenced trading on the same date.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


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

make 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £1,805,415 (2023 - loss £1,361,260).

During the period no dividends were paid.

Directors

The directors who served during the year were:

C R Acratopulo 
A Alburey 
G V Blackburn 
R M Grattan 
R Roberts (appointed 23 April 2024)

Future developments

The Group continues to grow in 2024 following the appointment of new Practice leads to grow all services across both new and existing clients.  We have a diversified portfolio of sectors and clients, with which we have strong and close relationships.  We will also continue to focus on attracting and retaining exceptional talent and providing excellent service to our clients.

Page 3

 
LACE TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

On 19 November 2024 the company’s auditor changed its name from Haysmacintyre LLP to HaysMac LLP. The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





R Roberts
Director

Date: 30 June 2025

Page 4

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

Opinion


We have audited the financial statements of Lace Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 November 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 Group's or the parent 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 5

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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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

Page 6

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



Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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; 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 7

 
LACE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LACE TOPCO 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
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

30 June 2025
Page 8

 
LACE TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024

30 November
Period ended
30 November
2024
2023
Note
£
£

  

Turnover
 4 
17,182,251
10,764,398

Cost of sales
  
(7,331,267)
(5,132,333)

Gross profit
  
9,850,984
5,632,065

Administrative expenses
  
(9,085,960)
(7,293,524)

Exceptional administrative expenses
 12 
(171,277)
(52,050)

Operating profit/(loss)
  
593,747
(1,713,509)

Interest receivable and similar income
 9 
20,601
39,978

Interest payable and similar expenses
 10 
(2,060,274)
(1,869,712)

Loss before tax
  
(1,445,926)
(3,543,243)

Tax on loss
 11 
(359,489)
2,181,983

Loss for the financial period
  
(1,805,415)
(1,361,260)

Loss for the year attributable to:
  

Owners of the parent company
  
1,805,415
1,361,260

  
1,805,415
1,361,260

  

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 35 form part of these financial statements.

Page 9

 
LACE TOPCO LIMITED
REGISTERED NUMBER: 14499418

CONSOLIDATED BALANCE SHEET
AS AT 30 NOVEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
18,900,190
21,522,533

Tangible assets
 14 
80,555
70,127

  
18,980,745
21,592,660

Current assets
  

Debtors: amounts falling due within one year
 16 
5,655,283
4,654,999

Cash at bank and in hand
 17 
2,502,664
1,774,477

  
8,157,947
6,429,476

Creditors: amounts falling due within one year
 18 
(4,518,451)
(3,539,271)

Net current assets
  
 
 
3,639,496
 
 
2,890,205

Total assets less current liabilities
  
22,620,241
24,482,865

Creditors: amounts falling due after more than one year
 19 
(23,858,539)
(23,681,694)

Deferred tax
 22 
(1,782,915)
(2,071,931)

Other provisions
 23 
(51,711)
-

  
 
 
(1,834,626)
 
 
(2,071,931)

Net liabilities
  
(3,072,924)
(1,270,760)


Capital and reserves
  

Called up share capital 
 25 
938
905

Share premium account
 26 
92,813
89,595

Profit and loss account
 26 
(3,166,675)
(1,361,260)

Equity attributable to owners of the parent Company
  
(3,072,924)
(1,270,760)


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

R Roberts
Director

Date: 30 June 2025

The notes on pages 16 to 35 form part of these financial statements.

Page 10

 
LACE TOPCO LIMITED
REGISTERED NUMBER: 14499418

COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
36,067
36,067

  
36,067
36,067

Current assets
  

Debtors: amounts falling due within one year
 16 
85,565
69,908

  
85,565
69,908

Creditors: amounts falling due within one year
 18 
(94,235)
(59,077)

Net current (liabilities)/assets
  
 
 
(8,670)
 
 
10,831

Total assets less current liabilities
  
27,397
46,898

  

  

Net assets
  
27,397
46,898


Capital and reserves
  

Called up share capital 
 25 
938
905

Share premium account
  
92,813
89,595

Profit and loss account brought forward
  
(43,602)
-

Loss for the period
  
(22,752)
(43,602)

Profit and loss account carried forward
  
(66,354)
(43,602)

  
27,397
46,898


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


R Roberts
Director

Date: 30 June 2025

The notes on pages 16 to 35 form part of these financial statements.

Page 11

 
LACE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£



Loss for the period
-
-
(1,361,260)
(1,361,260)
(1,361,260)

Shares issued during the period
905
89,595
-
90,500
90,500



At 1 December 2023
905
89,595
(1,361,260)
(1,270,760)
(1,270,760)



Loss for the year
-
-
(1,805,415)
(1,805,415)
(1,805,415)

Shares issued during the year
33
3,218
-
3,251
3,251


At 30 November 2024
938
92,813
(3,166,675)
(3,072,924)
(3,072,924)


The notes on pages 16 to 35 form part of these financial statements.

Page 12

 
LACE TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024


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

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(43,602)
(43,602)

Shares issued during the period
905
89,595
-
90,500



At 1 December 2023
905
89,595
(43,602)
46,898



Loss for the year
-
-
(22,752)
(22,752)

Shares issued during the year
33
3,218
-
3,251


At 30 November 2024
938
92,813
(66,354)
27,397


The notes on pages 16 to 35 form part of these financial statements.

Page 13

 
LACE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(1,805,415)
(1,361,260)

Adjustments for:

Amortisation of intangible assets
2,622,344
2,297,770

Depreciation of tangible assets
39,918
11,090

Impairments of intangible assets
-
401,088

Interest payable and similar expenses
2,060,274
1,869,712

Interest receivable and similar income
(20,601)
(39,978)

Taxation charge
359,489
(2,181,983)

(Increase) in debtors
(1,000,284)
(714,462)

Increase/(decrease) in creditors
363,855
(15,008,671)

Increase/(decrease) in provisions
51,711
(403,724)

Corporation tax (paid)
(5,979)
(464,099)

Net cash generated from operating activities

2,665,312
(15,594,517)


Cash flows from investing activities

Purchase of tangible fixed assets
(50,347)
(56,865)

Acquisition of subsidiary
-
(7,813,589)

Interest receivable accrued
20,601
11,239

Cash acquired on acquisition of subsidiary
-
2,096,392

Net cash from investing activities

(29,746)
(5,762,823)

Cash flows from financing activities

Issue of ordinary shares
3,251
-

New loans
98,000
23,864,084

Repayment of loans
(1,000,000)
-

Interest paid
(1,008,630)
(732,267)

Net cash used in financing activities
(1,907,379)
23,131,817
Page 14

 
LACE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024


2024
2023

£
£



Net increase in cash and cash equivalents
728,187
1,774,477

Cash and cash equivalents at beginning of year
1,774,477
-

Cash and cash equivalents at the end of year
2,502,664
1,774,477


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,502,664
1,774,477

2,502,664
1,774,477



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 NOVEMBER 2024




At 1 December 2023
Cash flows
At 30 November 2024
£

£

£

Cash at bank and in hand

1,774,477

728,187

2,502,664

Debt due after 1 year

(23,681,694)

(68,208)

(23,749,902)

Debt due within 1 year

-

-

-


(21,907,217)
659,979
(21,247,238)

The notes on pages 16 to 35 form part of these financial statements.

Page 15

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

1.


General information

LACE Topco Limited is a private limited company, limited by shares, registered in England and Wales, registration number 14499418. 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 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 (see note 3).

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

The Company was incorporated on 22 November 2022. The comparatives in these financial statements therefore, cover the period from incorporation to 30 November 2023.

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 Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
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 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 2024 of £2,409,965 and net assets of £6,209,872. Accordingly, the Directors continue to adopt the going concern basis in preparing the report and the financial statements.

Page 16

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss 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 Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating 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:

Rendering of services

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

Time and materials revenue is recognised in the period in which the services are provided. Fixed price contracts revenue is recognised on achievement of agreed milestones and/or deliverables.

Page 17

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

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

Interest income

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

 
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 year 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 18

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.12

Exceptional items

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

Page 19

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

2.Accounting policies (continued)

 
2.13

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 Statement of Comprehensive Income 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:

Website development costs
-
25%
on cost
Customer relationships
-
20%
on cost
Goodwill
-
10%
on cost
Brand
-
10%
on cost

 
2.14

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:

Fixtures and fittings
-
20%
Office equipment
-
20%
Computer equipment
-
20%

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.

Page 20

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

2.Accounting policies (continued)

 
2.15

Impairment of fixed assets and goodwill

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.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

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.

 
2.18

Cash and cash equivalents

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

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

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.

 
2.20

Provisions for liabilities

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

Page 21

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

2.Accounting policies (continued)

 
2.21

Financial instruments

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Group's cash and cash equivalents, trade and most other debtors 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 instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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 22

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources.  The estimates and associated assumptions are based on historical experience, comparable assets/liabilities and other factors that are considered to be relevant.  Actual results may differ from these estimates.
The critical accounting estimates and judgements are set out below:
 - Useful life and valuation of goodwill: Based on their knowledge of the business and the market, the Directors have concluded that the appropriate useful life of goodwill is ten years.  The Directors have also conducted an impairment review on the carrying value of goodwill and have concluded that there is no impairment.  The useful life and carrying value will be reviewed annually.
 - Useful life and valuation of other intangibles: Based on their knowledge of the business and the market, the Directors have concluded that the appropriate useful life for the intangibles is 5 and 10 years.  The intangible value has been calculated based on the existing customer contracts and the LACE brand, calculated using the relief from royalty method.


4.


Turnover

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


30 November
Period ended
30 November
2024
2023
£
£

Provision of services
17,182,251
10,764,398


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

30 November
Period ended
30 November
2024
2023
£
£

Exchange differences
15
443

Other operating lease rentals
40,652
54,238

Amortisation
2,622,343
2,297,770

Impairment of intangibles
-
401,088

Depreciation
39,919
11,090

Loss on disposal of fixed assets
-
228

Page 23

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

6.


Auditors' remuneration

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


30 November
Period ended
30 November
2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
51,760
53,300


7.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
8,423,057
4,630,570

Social security costs
1,145,152
637,773

Cost of defined contribution scheme
245,202
176,688

9,813,411
5,445,031


The average monthly number of employees, including directors, during the year was 87 (2023 - 70).


8.


Directors' remuneration



During the year retirement benefits were accruing to 3 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £307,292 (2023 - £252,164).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,998 (2023 - £7,565).

Page 24

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

9.


Interest receivable

30 November
Period ended
30 November
2024
2023
£
£


Other interest receivable
20,601
39,978


10.


Interest payable and similar expenses

30 November
Period ended
30 November
2024
2023
£
£


Other loan interest payable
2,042,642
1,746,351

Other interest payable
17,632
123,361

2,060,274
1,869,712


11.


Taxation


30 November
Period ended
30 November
2024
2023
£
£

Corporation tax


Current tax on profits for the year
7,585
(481,970)


7,585
(481,970)


Total current tax
7,585
(481,970)

Deferred tax


Origination and reversal of timing differences
351,904
(1,700,013)

Total deferred tax
351,904
(1,700,013)


Tax on loss
359,489
(2,181,983)
Page 25

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 23.00%) as set out below:

30 November
Period ended
30 November
2024
2023
£
£


Loss on ordinary activities before tax
(1,445,927)
(3,543,243)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.00%)
(361,482)
(814,944)

Effects of:


Fixed asset differences
11
753

Expenses not deductible for tax purposes
1,028,428
313,895

Capital allowances for year/period in excess of depreciation
-
(1,674,621)

Losses carried back
-
560,928

Adjustments in respect of prior periods
(273,142)
(473,889)

Remeasurement of deferred tax for changes in tax rates
-
(85,756)

Movement in deferred tax not recognised
(36,818)
(8,349)

Other permanent differences
2,492
-

Total tax charge/(credit) for the year/period
359,489
(2,181,983)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 26

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

12.


Exceptional items

30 November
Period ended
30 November
2024
2023
£
£


Acquisition related costs
-
52,050

One-off legal and settlement fees
171,277
-

171,277
52,050

The current year expenses relate to one-off legal and settlement fees. The prior year expenses relate to the recruitment of a CFO and legal and professional advice, relating to the acquisition of LACE Partners Ltd by LACE Bidco Ltd on 23rd January 2023. This was following investment from Mobeus 2 LP to acquire a minority interest in the ultimate parent entity, LACE Topco Ltd.


13.


Intangible assets

Group





Customer relationships
Development expenditure
Brand
Goodwill
Total

£
£
£
£
£



Cost


At 1 December 2023
2,746,381
7,500
7,007,521
14,459,989
24,221,391



At 30 November 2024

2,746,381
7,500
7,007,521
14,459,989
24,221,391



Amortisation


At 1 December 2023
869,101
2,500
597,079
1,230,178
2,698,858


Charge for the year on owned assets
452,811
2,500
700,752
1,466,280
2,622,343



At 30 November 2024

1,321,912
5,000
1,297,831
2,696,458
5,321,201



Net book value



At 30 November 2024
1,424,469
2,500
5,709,690
11,763,531
18,900,190



At 30 November 2023
1,877,280
5,000
6,410,442
13,229,811
21,522,533



Page 27

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

14.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 December 2023
60,252
2,360
14,295
76,907


Additions
48,196
1,141
1,010
50,347


Disposals
(108)
-
-
(108)



At 30 November 2024

108,340
3,501
15,305
127,146



Depreciation


At 1 December 2023
6,294
99
387
6,780


Charge for the year on owned assets
34,914
425
4,580
39,919


Disposals
(108)
-
-
(108)



At 30 November 2024

41,100
524
4,967
46,591



Net book value



At 30 November 2024
67,240
2,977
10,338
80,555



At 30 November 2023
53,958
2,261
13,908
70,127

Page 28

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 December 2023
36,067



At 30 November 2024
36,067




The Company incorporated Lace Midco Limited on 23 November 2022 for £1, following which a further 36,066 shares were allotted on 23 January 2023 via an intercompany loan.


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Lace Midco Ltd
Unit 441 Metal Box Factory, Great Guildford Street, London, England, SE1 0HS
Ordinary
100%
Lace Bidco Ltd*
Unit 441 Metal Box Factory, Great Guildford Street, London, England, SE1 0HS
Ordinary
100%
Lace Partners Ltd*
Unit 441 Metal Box Factory, Great Guildford Street, London, England, SE1 0HS
Ordinary
100%

* Indirect holding

Page 29

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
4,070,709
1,690,359
-
-

Amounts owed by group undertakings
-
-
64,498
57,574

Other debtors
198,216
533,811
149
-

Prepayments and accrued income
227,551
629,492
-
-

Tax recoverable
462,490
472,585
-
-

Deferred taxation
696,317
1,328,752
20,918
12,334

5,655,283
4,654,999
85,565
69,908



17.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
2,502,664
1,774,477



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Other loans
9,063
91,890
-
-

Trade creditors
277,283
381,253
894
-

Amounts owed to group undertakings
-
-
86,341
42,077

Other taxation and social security
868,202
550,596
-
-

Other creditors
1,301,257
2,007,074
-
-

Accruals and deferred income
2,062,646
508,458
7,000
17,000

4,518,451
3,539,271
94,235
59,077


Page 30

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

19.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Other loans
23,858,539
23,681,694

23,858,539
23,681,694





20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Other loans
9,063
91,890


9,063
91,890

Amounts falling due 1-2 years

Other loans
-
1,000,000


-
1,000,000

Amounts falling due 2-5 years

Other loans
23,858,539
22,681,694


23,858,539
22,681,694


23,867,602
23,773,584

Page 31

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
 
20.Loans (continued)

On 23 January 2023, Vendor loan notes of principal £1,000,000 were issued by Lace Midco Limited 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. The loan note was repaid in October 2024 by Lace Partners Limited on behalf of LACE Midco Limited, and therefore resulted in an increased intercompany payable at the year-end.
On 23 January 2023, Investor A loan notes of principal £7,968,912 were issued by Lace Midco Limited 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, 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.
The loan note is subject to a perfornance enhancement, whereby EBITDA for the previous 12 months will
determine if the interest is paid or accrued and paid on redemption, and 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. The loan note is
subject to a performance enhancement, whereby EBITDA for the previous 12 months will determine if the
interest is paid quarterly or on redemption.
On 22 January 2024, Investor A loan notes of principal £98,000 were issued at an interest rate of 8%
above the last 3 months' SONIA rate (capped at 2.75%) over a term of 4 years. Interest is accrued and
payable quarterly.


21.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at amortised cost
7,930,396
5,732,322
85,565
69,898


Financial liabilities

Financial liabilities measured at amortised cost
3,650,249
(3,846,137)
94,235
59,077


Financial assets measured at amortised cost comprise cash and cash equivalents, trade debtors, amounts owed by group undertakings and other debtors.


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

Page 32

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

22.


Deferred taxation


Group



2024


£






At beginning of year
(743,179)


Charged to profit or loss
289,016


Utilised in year
(632,435)



At end of year
(1,086,598)

Company


2024


£






At beginning of year
12,334


Charged to profit or loss
8,584



At end of year
20,918

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Tax losses carried forward
696,317
1,328,752
20,918
12,334

Deferred tax on intangibles
(1,782,915)
(2,071,931)
-
-

(1,086,598)
(743,179)
20,918
12,334

The deferred tax liability at year end is made up of a £1,782,915 Deferred Tax liability and a £696,317 Deferred tax asset.

Page 33

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

23.


Provisions


Group



Dilapidation Provision

£





Charged to profit or loss
51,711



At 30 November 2024
51,711

A dilapidation provision has been recongised in the year in relation to the reinstatement of the office to its original condition at the end of the lease.


24.


Contingent assets

Lace Partners Limited paid a fee of £78,406 to in relation to an R&D claim. If the R&D claim is not successful this fee will be refunded. As the outcome of the R&D claim is uncertain this has been presented as a contingent asset.


25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



36,067 (2023 - 36,067) Ordinary A shares of £0.01 each
361
361
42,007 (2023 - 42,007) Ordinary B shares of £0.01 each
420
420
6,926 (2023 - 6,926) Ordinary C shares of £0.01 each
69
69
8,750 (2023 - 5,500) Ordinary D shares of £0.01 each
88
55

938

905


During the period, 3,250 ordinary shares of £0.01 each were issued and paid at a premium of £0.99 each.


26.


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 34

 
LACE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

27.


Pension commitments

The Group operates a defined contribution 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 £245,202 (2023: £157,932). Contributions totalling £59,145 (2023: £53,663) were payable to the fund at the reporting date.


28.


Commitments under operating leases

At 30 November 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
317,274
375,672

Later than 1 year and not later than 5 years
821,872
1,269,392

1,139,146
1,645,064

29.


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 any wholly owned subsidiary undertaking of the group.


30.


Controlling party

There is no ultimate controlling party.

Page 35