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Registered number: 14421868












LED TOPCO LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 

LED TOPCO LIMITED

CONTENTS



Page
Company information
 
1
Consolidated balance sheet
 
2 - 3
Company balance sheet
 
4
Consolidated statement of changes in equity
 
5
Company statement of changes in equity
 
6
Notes to the financial statements
 
7 - 23


 

LED TOPCO LIMITED
 
COMPANY INFORMATION


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




Registered number
14421868



Registered office
3rd Floor
22 Old Bond Street

London

W1S 4PY




Accountants
Blick Rothenberg Limited
Chartered Accountants

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:14421868
LED TOPCO LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 4 
16,338,694
18,245,868

Tangible assets
 5 
279,253
345,235

  
16,617,947
18,591,103

Current assets
  

Stocks
  
1,279,570
1,101,103

Debtors: amounts falling due after more than one year
 7 
478,774
478,774

Debtors: amounts falling due within one year
 7 
610,033
982,238

Cash at bank and in hand
  
623,046
306,564

  
2,991,423
2,868,679

Creditors: amounts falling due within one year
 8 
(3,425,219)
(2,176,580)

Net current (liabilities)/assets
  
 
 
(433,796)
 
 
692,099

Total assets less current liabilities
  
16,184,151
19,283,202

Creditors: amounts falling due after more than one year
 9 
(25,185,342)
(21,743,493)

Provisions for liabilities
  

Other provisions
  
(753,520)
(934,546)

  
 
 
(753,520)
 
 
(934,546)

Net liabilities
  
(9,754,711)
(3,394,837)


Capital and reserves
  

Called up share capital 
 12 
19,863
928

Share premium account
  
1,963,888
91,822

Foreign exchange reserve
  
8,940
20,901

Other reserve
  
(15,034)
-

Profit and loss account
  
(11,732,368)
(3,508,488)

  
(9,754,711)
(3,394,837)


Page 2


 
REGISTERED NUMBER:14421868
LED TOPCO LIMITED
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

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

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

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

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

The company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

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


C E Gallagher-Powell
Director

Date: 25 July 2025

The notes on pages 7 to 23 form part of these financial statements.

Page 3


 
REGISTERED NUMBER:14421868
LED TOPCO LIMITED

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 6 
1
1

Current assets
  

Debtors: amounts falling due within one year
 7 
7,393,426
5,517,461

Creditors: amounts falling due within one year
 8 
(1,307,602)
(650,966)

Net current assets
  
 
 
6,085,824
 
 
4,866,495

Total assets less current liabilities
  
6,085,825
4,866,496

Creditors: amounts falling due after more than one year
 9 
(5,424,711)
(5,424,711)

Net asset/(liabilities)
  
661,114
(558,215)


Capital and reserves
  

Called up share capital 
 12 
19,863
928

Share premium account
  
1,963,888
91,822

Other reserve
  
(15,034)
-

Profit and loss account brought forward
  
(650,965)
-

Loss for the period
  
(656,638)
(650,965)

Profit and loss account carried forward
  
(1,307,603)
(650,965)

Total equity
  
661,114
(558,215)


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

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

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

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

The company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

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

C E Gallagher-Powell
Director
Date: 25 July 2025

The notes on pages 7 to 23 form part of these financial statements.
Page 4

 

LED TOPCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


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

£
£
£
£
£
£


Comprehensive income for the period

Loss for the financial period
-
-
-
-
(3,508,488)
(3,508,488)

Currency translation differences on
consolidation
-
-
20,901
-
-
20,901
Total comprehensive income for the period
-
-
20,901
-
(3,508,488)
(3,487,587)


Contributions by and distributions to owners

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


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



At 1 January 2024
928
91,822
20,901
-
(3,508,488)
(3,394,837)


Comprehensive income for the year

Loss for the financial year
-
-
-
-
(8,223,880)
(8,223,880)

Currency translation differences on
consolidation
-
-
(11,961)
-
-
(11,961)
Total comprehensive income for the year
-
-
(11,961)
-
(8,223,880)
(8,235,841)


Contributions by and distributions to owners

Shares issued during the year
18,935
1,872,066
-
-
-
1,891,001

Acquisition of treasury shares
-
-
-
(15,034)
-
(15,034)


Total transactions with owners
18,935
1,872,066
-
(15,034)
-
1,875,967


At 31 December 2024
19,863
1,963,888
8,940
(15,034)
(11,732,368)
(9,754,711)


The notes on pages 7 to 23 form part of these financial statements.

Page 5

 

LED TOPCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


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

£
£
£
£
£


Comprehensive income for the period

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


Contributions by and distributions to owners

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


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



At 1 January 2024
928
91,822
-
(650,965)
(558,215)


Comprehensive income for the period

Loss for the year
-
-
-
(656,638)
(656,638)
Total comprehensive income for the year
-
-
-
(656,638)
(656,638)


Contributions by and distributions to owners

Shares issued during the year
18,935
1,872,066
-
-
1,891,001

Acquisition of treasury shares
-
-
(15,034)
-
(15,034)


Total transactions with owners
18,935
1,872,066
(15,034)
-
1,875,967


At 31 December 2024
19,863
1,963,888
(15,034)
(1,307,603)
661,114


The notes on pages 7 to 23 form part of these financial statements.

Page 6

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

LED Topco Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 3rd Floor, 22 Old Bond Street, London, W1S 4PY. 
The prior period figures represent the results for the 15-months to 31 December 2023. Therefore, the comparative figures are not entirely comparable.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

 
2.3

Going concern

The company's investors have confirmed that they will continue to give support to the company for at least 12 months from the date these financial statements were authorised for issue.
The directors have considered post year-end trading and financial results, cash reserves and after making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and will continue to meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements are approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 7

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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 profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

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

Sale of goods

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

Page 8

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 8 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the 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 9

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the period.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.12

Intangible assets

Goodwill

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

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 Amortisation is provided on the following bases:

Development costs
-

8 years
Goodwill
-

10 years

Page 10

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

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

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

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

 
2.16

Cash

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

Page 11

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.17

Financial instruments

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

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

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

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Financial liabilities

Basic financial liabilities, including trade and other creditors, other loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Page 12

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)





Financial instruments (continued)

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

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

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

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.18

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 13

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.19

Share capital

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


3.


Employees

The average monthly number of employees, including directors, during the year was 40 (2023 - 38).


4.


Intangible assets

Group





Development expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2024
2,339,544
18,775,533
21,115,077


Additions
372,717
-
372,717


Revaluation
-
(111,052)
(111,052)



At 31 December 2024

2,712,261
18,664,481
21,376,742



Amortisation


At 1 January 2024
991,656
1,877,553
2,869,209


Charge for the year
291,286
1,877,553
2,168,839



At 31 December 2024

1,282,942
3,755,106
5,038,048



Net book value



At 31 December 2024
1,429,319
14,909,375
16,338,694



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

The company had no intangible fixed assets at 31 December 2024 and 31 December 2023.



Page 14

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Tangible fixed assets

Group






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

£
£
£
£
£
£



Cost


At 1 January 2024
27,309
195,883
378,437
61,693
58,715
722,037


Additions
2,655
20,076
25,469
3,305
32,586
84,091


Exchange adjustments
-
-
-
-
208
208



At 31 December 2024

29,964
215,959
403,906
64,998
91,509
806,336



Depreciation


At 1 January 2024
10,942
85,839
192,451
52,650
34,920
376,802


Charge for the year
4,647
38,218
74,808
7,887
24,483
150,043


Exchange adjustments
-
-
-
-
238
238



At 31 December 2024

15,589
124,057
267,259
60,537
59,641
527,083



Net book value



At 31 December 2024
14,375
91,902
136,647
4,461
31,868
279,253



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

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


2024
2023
£
£



Motor vehicles
136,647
185,986

Page 15

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 January 2024
1



At 31 December 2024
1





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the company:

Name

Registered office

Class of shares

Holding

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

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

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

LED Midco Limited
(1,347,460)
(744,349)


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

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

Page 16

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Indirect subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

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

LED Cleanco Limited
(227)
(163)

LED Bidco Limited
(3,743,692)
(2,420,797)

Aesthetic Technology Ltd
533,773
(2,385,450)

Dermalux USA Inc
(809,197)
(167,042)


7.


Debtors

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

Deferred tax asset
478,774
478,774
-
-


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

Due within one year

Trade debtors
308,416
262,457
-
-

Amounts owed by group undertakings
-
-
7,392,426
60,875

Other debtors
156,344
444,998
-
5,424,711

Called up share capital not paid
1,000
-
1,000
31,875

Prepayments and accrued income
144,273
274,783
-
-

610,033
982,238
7,393,426
5,517,461


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

Page 17

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Creditors: amounts falling due within one year

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

Other loans
-
87,117
-
-

Trade creditors
1,256,661
832,930
-
-

Amounts owed to group undertakings
-
-
53
1

Corporation tax
-
180,131
-
-

Other taxation and social security
93,572
121,619
-
-

Net obligations under finance lease
59,449
55,227
-
-

Other creditors
92,124
135,459
-
-

Accruals and deferred income
1,923,413
764,097
1,307,549
650,965

3,425,219
2,176,580
1,307,602
650,966


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
Obligations under finance leases are secured against the assets to which they relate.
Disclosure of the terms and conditions attached to other loans is made in note 10.


9.


Creditors: amounts falling due after more than one year

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

Other loans
11,156,121
10,600,000
-
-

Net obligations under finance leases
118,647
162,390
-
-

Other creditors
8,485,863
5,556,392
-
-

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

25,185,342
21,743,493
5,424,711
5,424,711


Obligations under finance leases are secured against the assets to which they relate.
Disclosure of the terms and conditions attached to other loans is made in note 10.
Other creditors relate to 12% unsecured redeemable loan notes issued, which have a final repayment date on the 10th anniversary of the instrument. The instrument shall constitute a continuing security for that part of the notes remaining unredeemed.
Disclosure of the terms and conditions attached to the non-equity shares is made in note 13.

Page 18

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Other loans
-
87,117


Amounts falling due 2-5 years

Other loans
11,156,121
10,600,000


11,156,121
10,687,117


Other loans falling due within one year, represents interest payable at the year end. The balance is repayable on demand.
Other loan of £5,056,121 (2023: £4,500,000) falling due within 2 - 5 years, is due for repayment, 60 months after the drawdown of the loan which will be July 2028. Interest charged for each interest period, is a cash interest amount payable equal to the aggregate of the margin of 4% and the compounded reference rate. Along with a further capitalised interest amount, which will accrue at a margin of 8%. The loan is secured by a fixed and floating charge over the assets of the relevant companies within the group.
Other loan of £1,525,000 (2023: £1,525,000) falling due within 2 - 5 years, carries an interest rate of 7.35% per annum plus the Bank of England base rate. Loan interest is payable monthly for the first 24 months followed by interest and principal payments thereafter for next 36 months. With the full balance repaid after 60 months of the drawdown, which will be January 2028. The loan is secured by a fixed and floating charge over the assets of the relevant companies within the group.
Other loan of £4,575,000 (2023: £4,575,000) falling due 2 - 5 years, carries an interest rate of 7.35% per annum plus the Bank of England base rate. Loan interest is payable monthly with a single repayment 60 months after drawdown. With the full balance repaid after 60 months of the drawdown, which will be January 2028. The loan is secured by a fixed and floating charge over the assets of the relevant companies within the group.


11.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
59,449
55,227

Between 1-5 years
118,647
162,390

178,096
217,617

Page 19

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Share capital

2024
2023
£
£
Shares classified as equity

Allotted, called up and fully paid



Nil (2023 - 52,500) A Ordinary shares of £0.01 each
-
525
22,500 (2023 - 22,500) B Ordinary shares of £0.01 each
225
225
20,250 (2023 - 17,750) C Ordinary shares of £0.01 each
203
178
388,500 (2023 - Nil) A1 Ordinary shares of £0.01 each
3,885
-
1,554,000 (2023 - Nil) A2 Ordinary shares of £0.01 each
15,540
-
1,000 (2023 - Nil) D Ordinary shares of £0.01 each
10
-

19,863

928

2024
2023
£
£
Shares classified as debt

Allotted, called up and fully paid



5,424,711 (2023 - 5,424,711) B Preference shares of £1.00 each
5,424,711
5,424,711


Page 20

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.Share capital (continued)

On 9 February 2024 the company purchased 875 C Ordinary shares of £0.01 at par to be held in treasury and 7,500 C Ordinary shares of £0.01 at fair value of £1.00 to be held in treasury.
On 21 February 2024 the company issued 350,000 A Ordinary shares of £0.01 at a fair value of £1.00, in order to increase working capital.
On 4 March 2024 the company issued 500,000 A Ordinary shares of £0.01 at a fair value of £1.00, in order to increase working capital.
On 23 April 2024 the company issued 250,000 A Ordinary shares of £0.01 at a fair value of £1.00, in order to increase working capital.
On 2 May 2024 the company issued 150,000 A Ordinary shares of £0.01 at a fair value of £1.00, in order to increase working capital.
On 1 June 2024 the company issued 130,000 A Ordinary shares of £0.01 at a fair value of £1.00, in order to increase working capital.
On 2 July 2024 the company issued 510,000 A Ordinary shares of £0.01 at a fair value of £1.00, in order to increase working capital.
On 3 July 2024 the company purchased 7,500 C Ordinary shares at a fair value of £1.00 to be held in treasury.
On 11 September 2024, the company re-designated 388,500 A Ordinary shares of £0.01 into 388,500 A1 Ordinary shares of £0.01 each in the share capital of the company. Additionally, on 11 September 2024, the company re-designated 1,554,000 A Ordinary shares of £0.01 into 1,554,000 A2 Ordinary shares of £0.01 each in the share capital of the company
On 11 September 2024 the company issued 2,500 C Ordinary shares of £0.01 at a fair value of £1.00, in order to increase working capital.
On 11 September 2024 the company issued 1,000 D Ordinary shares of £0.01 at a fair value of £1.00, in order to increase working capital.
On 25 November 2024 the company purchased 2,500 C Ordinary shares at par to be held in treasury.
At 31 December 2024 the company held 18,375 C Ordinary shares with a nominal value of £0.01.
Post year end on 4 January 2025 the company sold 6,000 C Ordinary shares held within treasury at par.
The holders of A1 Ordinary, A2 Ordinary and B Ordinary, shall be entitled to receive notice of, and shall be entitled to attend, speak and vote at general meetings of the company. They have no restrictions on the distribution of dividends and the repayment of capital. The holders of C Ordinary and D Ordinary are non-voting and have no right to receive a dividend.

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

Page 21

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Foreign exchange reserve

The foreign exchange reserve represents cumulative translation differences arising on translation of foreign subsidiary undertakings in the current and prior periods.

Other reserve

The other reserve consists of payments made to repurchase the company's share capital, which are subsequently held in treasury.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


14.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £57,251 (2023: £42,293). Contributions totalling £Nil (2023: £9,699) were payable to the fund at the balance sheet date and are included in creditors.


15.


Commitments under operating leases

At 31 December 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
107,071
78,826

Later than 1 year and not later than 5 years
265,023
-

372,094
78,826

Page 22

 

LED TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.
Related party transactions

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

Transactions with other related parties are as follows:




Relationship

Transaction

Amount
Amount due (to)/from related parties




2024
 
2023 
2024 
2023 




£
 
£ 
£ 
£ 



Under common control
Loans
-
-
(8,485,863)
-


Interest
729,471
-
-
-



Under common control
Creditors
-
-
(191,168)
(150,000)

Expenditure
305,157
236,815
-
-


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


17.


Parent undertaking

The immediate parent undertaking is Omni Atl Limited. Whose registered office is 3rd Floor, 22 Old Bond Street, London, W1S 4PY. The ultimate parent undertaking is Omni Partners LLP. Whose registered office is 3rd Floor, 22 Old Bond Street, London, W1S 4PY. Consolidated financial statements are not prepared.

 
Page 23