Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 2 LIMITED
COMPANY INFORMATION
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YALE MIDCO 2 LIMITED
CONTENTS
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YALE MIDCO 2 LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The Company was incorporated on 11 June 2021.
The Directors present their Strategic report of Yale Midco 2 (“the Company”) for the period from 11 June 2021, being the date of incorporation, to 31 December 2021.
The Company’s principal activity is that of a holding company and as such during the year the Company has received a loan from the parent company and provided a loan to the subsidiary. These have been of equalling amounts and on the same terms meaning that the interest receivable and interest payable on these loans are equal and the Company has not recorded profit or loss during the year.
The Company’s activities could expose it to a financial risk from the effects of changes in interest rates however the Company’s funding is from internal group borrowing with fixed interest rates and therefore the risk of this exposure is significantly reduced as any change in interest rate from the parent company would look to be passed on to the subsidiary company.
As the Company is a holding company the directors do not make use of any key performance indicators to measure performance and the expectation is that the Company breaks even each year.
This report was approved by the board
and signed on its behalf.
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YALE MIDCO 2 LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The director presents his report and the financial statements for the period ended 31 December 2021.
The directors who served during the period were:
The profit for the period, after taxation, amounted to £
NIL.
Interim and final dividends for the year totalled £Nil.
The director is responsible for preparing the Strategic Report, the Director's Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year
. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the director is required to:
∙
select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙
make judgments and accounting estimates that are reasonable and prudent;
∙
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The holding company expects to continue to receive and pay interest.
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YALE MIDCO 2 LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
There have been no significant events affecting the Company since the year end.
The auditors, Price Bailey 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.
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YALE MIDCO 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YALE MIDCO 2 LIMITED
We have audited the financial statements of Yale Midco 2 Limited (the 'Company') for the period ended 31 December 2021, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity
and the related notes, including a summary of significant accounting policies. The 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is responsible for the other information contained within the Annual Report. Our 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.
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YALE MIDCO 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YALE MIDCO 2 LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙
the information given in the Strategic Report and the Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙
the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.
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YALE MIDCO 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YALE MIDCO 2 LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates and considered the risk of the Company not complying with the applicable laws and regulations including fraud in particular those that could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting and tax legislation. This risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified. As follows: - Agreeing the financial statement disclosures to underlying supporting documentation; - Enquiring of management including those responsible for the key regulations; To address the risk of management override of controls, we carried out testing of journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
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.
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YALE MIDCO 2 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YALE MIDCO 2 LIMITED (CONTINUED)
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 2006. Our 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
24 Old Bond Street
W1S 4AP
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YALE MIDCO 2 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 2 LIMITED
REGISTERED NUMBER:
13451657
BALANCE SHEET
AS AT
31 DECEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 11 to 16 form part of these financial statements.
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YALE MIDCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED
31 DECEMBER 2021
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Yale Midco 2 Limited is a private Company limited by shares incorporated in England, United Kingdom. The Company incorporated on the 11 June 2021. The registered address of the company is Pannell House, Park Street, Guildford, Surrey, GU1 4HN.
The principal activity is that of a holding company. The current period represents a 6.5 month period, therefore are not wholly comparable with future year-end accounts.
2.
Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙
the requirements of Section 7 Statement of Cash Flows;
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the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙
the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Yale MidCo 1 Limited as at 31 December 2021 and these financial statements may be obtained from Companies House.
The
Company
is a parent
company
that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of
any part of the United Kingdom
and is therefore exempt from the requirement to prepare consolidated financial statements under
section 400 of the Companies Act 2006
.
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
The directors believe that preparing the financial statements on the going concern basis is appropriate as they consider that the Company has adequate resources to continue in operational existence for at least one year from the date that the financial statements are approved. The parent company, Yale Midco 1 Limited, has provided a letter confirming that it will not recall the loan due to them unless Yale Midco 2 Limited has the financial means to make the payment. Yale Midco 2 Limited has provided a letter confirming that it will not recall the loan due to them unless Yale Midco 3 Limited has the financial means to make the payment.
The subsidiary, Yale Midco 3, is the parent company and sole investor in Sycurio Limited, a trading group which generated profits of £3.1m and EBITDA of £6.0m in the year ended 31 December 2021. The Directors therefore believe that the subsidiary entities will generate sufficient cashflow to meet creditors as they fall due and to enable the Directors to take the view that the intercompany loan due from the subsidiaries is recoverable. The intercompany loans are shown as due within one year as they are technically repayable on demand however the Directors do not expect the loans to be repaid within the 12 months following sign off. The expected cash flows for the working capital of the group and the assurance from the parent company that the intercompany creditor due will not be recalled have resulted in the Directors concluding that the accounts should be prepared on a going concern basis.
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
The directors make estimates and assumptions concerning the future based on their knowledge of the business and the markets it operates in.
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
During the year the company issued 1 share at par for consideration of £1.
Capital contributions reserve
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
The Parent Company for which group accounts are prepared is Yale Midco 1 Limited.
The registered office and place of business is Pannell House, Park Street, Guildford, Surrey, England, GU1 4HN. Consolidated financial statements of the Yale MidCo Group are available on Companies House. The Ultimate Controlling Party is Livingbridge 7 Global LP, registered in Scotland with registration number SL034568. The registered office and place of business is 50 Lothian Road, Edinburgh, EH3 9WJ.
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