Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2022
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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 YEAR ENDED 31 DECEMBER 2022
The directors present their Strategic report of Yale Midco 2 (“the company”) for the year ended 31 December 2022.
The Company’s principal activity is that of an intermediate holding company. The Company has a loan from the parent company and provided a loan to the subsidiary. These are of equaling amounts and on the same terms meaning that the interest receivable and interest payable on these loans are equal.
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.
This report was approved by the board and signed on its behalf.
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YALE MIDCO 2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
The directors who served during the year were:
The loss for the year, after taxation, amounted to £31,950 (2021 - profit £NIL).
Interim and final dividends for the year totalled £Nil.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The holding company expects to continue to receive and pay interest.
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YALE MIDCO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
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 year ended 31 December 2022, 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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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
30 May 2023
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YALE MIDCO 2 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
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YALE MIDCO 2 LIMITED
REGISTERED NUMBER: 13451657
BALANCE SHEET
AS AT 31 DECEMBER 2022
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 17 form part of these financial statements.
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YALE MIDCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Yale Midco 2 Limited is a private Company limited by shares incorporated in England, United Kingdom. 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 prior period represents a 6.5 month period, therefore is not wholly comparable with this and future years 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;
∙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 2022 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 YEAR ENDED 31 DECEMBER 2022
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 of the financial statements were approved.
Throughout the group there are intercompany loans which 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 parent company, Yale Midco 1 Limited, has provided a letter confirming 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 until Yale Midco 3 Limited has the financial means to make such payment. As the company does not have a bank account, the administration costs are paid for by the subsidiary, Sycurio Limited. The subsidiary, Yale Midco 3, is the parent company and sole investor in Sycurio Limited, a trading group which generated profits of £81k and EBITDA before exceptional items of £3.4m in the year ending 31 December 2022. The directors consider that the risk in relation to going concern to be low, and having reviewed the impacts of cash balances, borrowing facilities and projected cash flows, together with factors likely to affect its future development, performance, and position of the Group, the directors have a reasonable expectation that the Company have adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors have adopted the going concern basis of accounting in preparing these financial statements.
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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 YEAR ENDED 31 DECEMBER 2022
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
7.Taxation (continued)
There are losses carried forward of £31,950 (2021 - £Nil) available to offset against future profits.
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Capital contributions reserve
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YALE MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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 is 50 Lothian Road, Edinburgh, EH3 9WJ.
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