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Company registration number: 15092183







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 MARCH 2024


LUMEN TOPCO LIMITED






































img1cb2.png                        

 


LUMEN TOPCO LIMITED
 


 
COMPANY INFORMATION


Directors
David Gasparro 
Stefan Smith 
Sam Wallis 
Giles Salmon 




Registered number
15092183



Registered office
21 Upper Brook Street

London

W1K 7PY




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


LUMEN TOPCO LIMITED
 



CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of income and retained earnings
9
Consolidated statement of financial position
10
Company statement of financial position
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 33


 


LUMEN TOPCO LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024

Introduction
 
The Directors present their Group strategic report for the year ended 31 March 2024.

Business review
 
Lumen Topco Ltd was incorporated on 23 August 2023 and is the ultimate parent company of Lumen Topco Group. Lumen Topco owns 100% of Lumen Bidco which owns 100% of GIA surveyors Ltd.
With effect from 6 October 2023, all the trading activities of Gordon Ingram Associates partnership and GIA North LLP were transferred to GIA Surveyors Ltd. The transfer of the trade and assets from the Partnership and the Limited Liability Partnership have been accounted for in accordance with the principles of acquisition accounting. Under the principles of acquisition accounting, the assets and liabilities have been brought in at the fair value and consistent accounting policies have been applied.
 
The subsidiaries within the group are leading firms of surveyors  specialised in rights of light, daylight, solar design and neighbourly matters, we also offer a full range of wind assessments and commercial building surveying services across all property types.
We work with architects, owners, occupiers, developers, and planning consultants across both the public and private sectors. With a network of offices across the UK and Ireland in Belfast, Birmingham, Bristol, Dublin, London, and Manchester.
Lumen Topco Group employs over 130 members of staff and is managed strategically by a Board of 4 directors to whom a wider group of Directors and Head of Departments report into to ensure all aspects of the business are carefully controlled.
There were significant economic challenges experienced during the financial period largely due to inflation and higher interest rates. The property industry has been negatively impacted by these economic factors, which softened demand in the industry, while also raised operating costs for our clients and ourselves.
During the period to 31 March 2024 the group achieved turnover of £8,396,257 with a healthy gross profit of 51.9% which is consistent with the expectations from the acquired businesses. 
The balance sheet showed a positive net current asset position at the period end of £3,436,875 with cash reserves being carefully managed. 

Principal risks and uncertainties
 
Any risks and uncertainties identified in our business were documented, reviewed, and revised at Board level.
The nature of our work requires our staff to visit many different third-party sites to satisfy our clients' commercial property requirements. Therefore Health & Safety of all our staff is a top risk and top priority. Having a strong culture backed up by high quality continuous training and induction programs helps us to keep awareness elevated and to make sure staff are always healthy and safe.
The uncertainties in the economy as well as international conflicts present risk to our business with foreign investment being reduced and with some of our services being affected by new competitors entering the market. Our aim is to mitigate this risk by continuing to expand geographically into new areas within the UK and Ireland.
Cash flow risk: The directors carefully monitor the cash levels of the group to ensure that there are always cash funds available to meet the day to day working capital requirements of the business.

Financial key performance indicators
 
The business has achieved a gross profit margin of 51.9%, EBITDA £1,051,319, an EBITDA Margin of 13 % and debtors’ days of 78 days.
Note: EBITDA is before exceptional items relating to restructuring. 

Page 1

 


LUMEN TOPCO LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Section 172 (1) Statement
 
The directors have acted in the way they consider to be in good faith and promoting the success of the parent Company and Group for the benefits of its members as a whole and in doing so have regard to:
1. The likely consequences of any decision in the long term
2. The interests of the Group’s employees
3. The need to foster the Group’s business relationships with suppliers, clients, and other stakeholders
4. The impact of the Group’s operations on the community and the environment 
5. The desirability of the Group maintaining a reputation for high standards of business conduct 
6. The need to act fairly among members of the Group. 

Future developments

The introduction of private equity has resulted in a desire to grow the business both organically and through acquisition. The directors have worked on detailed business plans during the year to enable the business to grow and succeed in the future and to realise the ambitions of future talent in the business.

Our People

Our surveyors, design analysts and support teams are focused on delivering the best results. As leading experts in our fields, we deliver the knowledge, experience, and professionalism that our clients have come to rely on. As such, our people are our talent, and we genuinely care about their wellbeing inside and outside work. The Directors ensure there is a high level of visibility between the Board and our people and communication flows both ways.

Business relationships

The directors are aware of the importance of maintaining good business relationships with its clients, suppliers, and other stakeholders. We listen carefully to our clients’ needs and feedback to constantly improve our service and strive for long lasting business relationships. 

Community and environment

The directors support and encourage initiatives that make a real positive difference for the environment, communities, and our people by expanding our apprenticeship and graduate scheme, implement an EV scheme and more recently introducing ourselves in solar PV farms. 

Business conduct

The directors, in conjunction with the Group’s Board seek to maintain high standards business conduct by leading the way on strong cultural values and good governance. 


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



Sam Wallis
Director

Date: 28 November 2024

Page 2

 


LUMEN TOPCO LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024

The directors present their report and the financial statements for the period ended 31 March 2024.

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 period, after taxation, amounted to £1,427,842.

Directors

The directors who served during the period were:

David Gasparro (appointed 23 August 2023) 
Stefan Smith (appointed 23 August 2023) 
Sam Wallis (appointed 6 October 2023) 
Sarah Woollett (appointed 6 October 2023, resigned 25 June 2024) 
Gordon Ingram (appointed 6 October 2023, resigned 26 April 2024) 

Giles Salmon was appointed as director on 1 July 2024 after 31 March 2024 but prior to the date of this report. 

Future developments

The introduction of private equity has resulted in a desire to grow the business both organically and through acquisition. The directors have worked on detailed business plans during the year to enable the business to grow and succeed in the future and to realise the ambitions of future talent in the business.

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.

Page 3

 


LUMEN TOPCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Post balance sheet events

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

Auditors

Menzies LLP were appointed as auditors by the directors of the company on 17 May 2024 and will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

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





Sam Wallis
Director

Date: 28 November 2024

Page 4

 


LUMEN TOPCO LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LUMEN TOPCO LIMITED

Opinion


We have audited the financial statements of Lumen Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2024, which comprise the Consolidated statement of income and retained earnings, the Consolidated statement of financial position, the Company statement of financial position, 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 31 March 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.


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.


Page 5

 


LUMEN TOPCO LIMITED


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

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 period 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

 


LUMEN TOPCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LUMEN 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:

The Group and parent Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
 
We understood how the Group and parent Company are complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures.
 
The engagement lead assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
 
We assessed the susceptibility of the Group and parent Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
 
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and
 
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
 
°Posting of unusual journals and complex transactions; and,
 
°Misstatement of revenue due to assumptions and judgments made in relation to amounts recoverable under contracts.


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

 


LUMEN TOPCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LUMEN 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.





Sophie Said FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP

28 November 2024
Page 8

 


LUMEN TOPCO LIMITED
 


 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 MARCH 2024

2024
Note
£

  

Turnover
 4 
8,396,257

Cost of sales
  
(4,039,622)

Gross profit
  
4,356,635

Administrative expenses
  
(4,685,835)

Exceptional administrative expenses
 12 
(206,436)

Other operating income
 5 
166,564

Operating (loss)
 6 
(369,072)

Interest payable and similar expenses
 10 
(1,116,018)

(Loss) before tax
  
(1,485,090)

Tax on (loss)
 11 
57,248

(Loss) after tax
  
(1,427,842)

  

  

Loss for the period attributable to the owners of the parent
  
(1,427,842)

Retained earnings at the end of the period
  
(1,427,842)

  

There were no recognised gains and losses for 2024 other than those included in the consolidated statement of income and retained earnings.

The notes on pages 16 to 33 form part of these financial statements.

Page 9

 


LUMEN TOPCO LIMITED
REGISTERED NUMBER:15092183



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
Note
£

Fixed assets
  

Intangible assets
 13 
22,429,933

Tangible assets
 14 
261,044

  
22,690,977

Current assets
  

Debtors: amounts falling due within one year
 16 
7,046,739

Cash at bank and in hand
  
1,289,667

  
8,336,406

Creditors: amounts falling due within one year
 17 
(4,899,531)

Net current assets
  
 
 
3,436,875

Total assets less current liabilities
  
26,127,852

Creditors: amounts falling due after more than one year
 18 
(19,946,312)

Provisions for liabilities
  

Net assets
  
6,181,540


Capital and reserves
  

Called up share capital 
 24 
1,682

Share premium account
 25 
7,607,700

Profit and loss account
 25 
(1,427,842)

  
6,181,540


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




Sam Wallis
Giles Salmon
Director
Director


Date: 28 November 2024

The notes on pages 16 to 33 form part of these financial statements.

Page 10

 


LUMEN TOPCO LIMITED
REGISTERED NUMBER:15092183



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
Note
£

Fixed assets
  

Investments
 15 
1

  
1

Current assets
  

Debtors: amounts falling due within one year
 16 
7,604,247

  
7,604,247

Creditors: amounts falling due within one year
 17 
(18,076)

Net current assets
  
 
 
7,586,171

Total assets less current liabilities
  
7,586,172

  

  

Net assets
  
7,586,172


Capital and reserves
  

Called up share capital 
 24 
1,682

Share premium account
 25 
7,607,700

Loss/(profit) for the period
  
(23,210)

Profit and loss account carried forward
  
(23,210)

  
7,586,172


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


Sam Wallis
Giles Salmon
Director
Director


Date: 28 November 2024

The notes on pages 16 to 33 form part of these financial statements.

Page 11

 


LUMEN TOPCO LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


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

£
£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(1,427,842)
(1,427,842)
(1,427,842)
Total comprehensive income for the period
-
-
(1,427,842)
(1,427,842)
(1,427,842)


Contributions by and distributions to owners

Shares issued during the period
1,682
7,607,700
-
7,609,382
7,609,382


Total transactions with owners
1,682
7,607,700
-
7,609,382
7,609,382


At 31 March 2024
1,682
7,607,700
(1,427,842)
6,181,540
6,181,540

The notes on pages 16 to 33 form part of these financial statements.

Page 12

 


LUMEN TOPCO LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


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

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(23,210)
(23,210)
Total comprehensive income for the period
-
-
(23,210)
(23,210)


Contributions by and distributions to owners

Shares issued during the period
1,682
7,607,700
-
7,609,382


Total transactions with owners
1,682
7,607,700
-
7,609,382


At 31 March 2024
1,682
7,607,700
(23,210)
7,586,172

The notes on pages 16 to 33 form part of these financial statements.

Page 13

 


LUMEN TOPCO LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024

2024
£

Cash flows from operating activities

(Loss)/profit for the financial period
(1,427,842)

Adjustments for:

Amortisation of intangible assets
1,171,672

Depreciation of tangible assets
65,548

Interest paid
1,116,018

Taxation charge
(57,248)

(Increase)/decrease in debtors
(2,149,274)

(Decrease)/increase in creditors
(1,768,325)

Net cash generated from operating activities

(3,049,451)


Cash flows from investing activities

Acquisition of subsidiaries, net of cash received
(22,556,062)

Net cash from investing activities

(22,556,062)

Cash flows from financing activities

Issue of ordinary shares
7,609,382

New secured loans
12,783,000

Repayment of loans
(484,200)

New loan notes
10,320,429

Repayment of loan notes
(2,878,500)

Repayment of/new finance leases
(62,956)

Interest paid
(391,975)

Net cash used in financing activities
26,895,180

Net increase in cash and cash equivalents
1,289,667

Cash and cash equivalents at the end of period
1,289,667


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,289,667

1,289,667


The notes on pages 16 to 33 form part of these financial statements.

Page 14

 


LUMEN TOPCO LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 MARCH 2024




Cash flows
Acquisition and disposal of subsidiaries
At 31 March 2024
£

£

£

Cash at bank and in hand

475,142

814,525

1,289,667

Debt due after 1 year

(19,540,729)

-

(19,540,729)

Debt due within 1 year

(200,000)

-

(200,000)

Finance leases

62,956

(172,941)

(109,985)


(19,202,631)
641,584
(18,561,047)

The notes on pages 16 to 33 form part of these financial statements.

Page 15

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

1.


General information

Lumen Topco Limited is a private company limited by shares and incorporated in England and Wales. The address of its registered office is found on the company information page. The principal place of business is The Whitehouse, Belvedere Road, London, England, SE1 8GA.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires 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 income and retained earnings in these financial statements.

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 Statement of financial position, 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 income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Turnover

Turnover comprises revenue recognised by the company in respect of professional services supplied during the year, exclusive of Value Added Tax and trade discounts.

Revenue is recognised when the amount can be reliably measured and it is probable that future economic benefits will flow. Revenue recognition occurs in the period in which services are rendered by reference to the stage of completion, which is assessed on a milestone basis and time spent.

In all cases where the ability to recover fees on a matter is contingent, income will not be recognised until the matter is completed.

Unbilled revenue on individual assignments is included as amounts recoverable on contracts within debtors.

Deferred income arises when the Company has invoiced in advance but does not yet have the right to recognise Revenue as the performance obligations have not been satisfied. 

Page 16

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 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.

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

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.

 
2.6

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.

 
2.7

Borrowing costs

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

Page 17

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the period 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 reporting 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 reporting 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 reporting date.

 
2.9

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

 
2.10

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.

 
2.11

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 Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
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 over 10 years on a straight-line basis to the Consolidated statement of income and retained earnings over its useful economic life.

Development costs

Intangible assets are initially 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 4 years. 

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.


 
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:

Fixtures and fittings
-
25%
Straight line
Office equipment
-
25%
Straight line

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.

Page 19

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.15

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.

 
2.16

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Page 20

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.16
Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Provision against amounts recoverable on contracts
The directors perform a continual review over individual significant account balances on the amount recoverable on contracts. Where an amount is not expected to be recovered a provision is made to reduce the balance to its recoverable amount. Should the level of recovery be lower than estimated, this would impact future results and cashflows as the amounts invoiced would be lower than the carrying value of the amounts recoverable on contracts.
Amortisation of intangible assets
The amortisation period for goodwill and intangible fixed assets is evaluated based on their anticipated useful lives. Management reviews this, along with the residual values of the intangible fixed assets, throughout the financial period. As of 31 March 2024, the directors concluded that there were no significant changes in the useful lives and residual values. Any alterations in judgments could lead to a substantial adjustment in the Statement of Income and Retained Earnings. 


4.


Turnover

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


2024
£

Fee Income - Right of Light
5,493,267

Fee Income - DSD
24,327

Fee Income - Party Wall
1,528,548

Fee Income - Other Income
618,889

Fee Income - Wind
731,226

8,396,257


All turnover arose within the United Kingdom.

Page 21

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

5.


Other operating income

2024
£

Rental income
165,999

Government grants receivable
565

166,564



6.


Operating (loss)

The operating (loss) is stated after charging:

2024
£

Pension expense
195,256

Exchange differences
1,497

Other operating lease rentals
567,967

Depreciation
65,548

Amortisation
1,171,672

Finance lease payments
22,279


7.


Auditors' remuneration

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


2024
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
80,000

Fees payable to the Company's auditors in respect of accounts preparation
12,000

Fees payable to the Company's auditors in respect of tax services
7,500

Fees payable to the Company's auditors in respect of other services
8,554

Page 22

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

8.


Employees

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


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


Wages and salaries
4,278,683
-
23,208
-

Social security costs
476,560
-
-
-

Cost of defined contribution scheme
195,256
-
-
-

4,950,499
-
23,208
-


The average monthly number of employees, including the directors, during the period was as follows:


        2024
            No.






Directors
5



Fee earners
94



Admin staff
35

134


9.


Directors' remuneration

2024
£

Directors' emoluments
223,957

Group contributions to defined contribution pension schemes
7,645

231,602


During the period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £102,000.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to
£5,414
.

Page 23

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

10.


Interest payable and similar expenses

2024
£


Bank interest payable
752,185

Other loan interest payable
358,862

Finance leases and hire purchase contracts
4,971

1,116,018


11.


Taxation


2024
£



Total current tax
-

Deferred tax


Origination and reversal of timing differences
(57,248)

Total deferred tax
(57,248)


Tax on (loss)
(57,248)

Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

2024
£


(Loss) on ordinary activities before tax
(1,485,090)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(371,273)

Effects of:


Expenses not deductible for tax purposes
40,385

Fixed asset timing differences
279,288

Other timing differences leading to a (decrease) in taxation
(69,401)

Adjustment in research and development tax credit leading to a (decrease) in the tax charge
(64,673)

Movement in deferred tax not recognised
128,426

Total tax charge for the period
(57,248)

Page 24

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

12.


Exceptional items

2024
£


Restructuring costs
206,436

206,436


13.


Intangible assets

Group




Development costs
Goodwill
Total

£
£
£



Cost


Acquisition of subsidiary
231,670
23,369,935
23,601,605



At 31 March 2024

231,670
23,369,935
23,601,605



Amortisation


Charge for the period on owned assets
3,143
1,168,529
1,171,672



At 31 March 2024

3,143
1,168,529
1,171,672



Net book value



At 31 March 2024
228,527
22,201,406
22,429,933



Page 25

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

14.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Total

£
£
£



Cost or valuation


Acquisition of subsidiary
33,635
292,957
326,592



At 31 March 2024

33,635
292,957
326,592



Depreciation


Charge for the period on owned assets
7,157
58,391
65,548



At 31 March 2024

7,157
58,391
65,548



Net book value



At 31 March 2024
26,478
234,566
261,044

Page 26

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
1



At 31 March 2024
1





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Lumen Bidco Limited
The Whitehouse, Belvedere Road, London, England, SE1 8GA
Ordinary
100%
GIA Surveyors Limited
The Whitehouse, Belvedere Road, London, England, SE1 8GA
Ordinary
100%
GIA Surveyors IRL Limited
27 Mount Street Upper, Dublin, Ireland, D02 F890
Ordinary
100%








16.


Debtors

Group
Company
2024
2024
£
£


Trade debtors
3,626,747
-

Amounts owed by group undertakings
-
7,604,247

Other debtors
187,567
-

Prepayments and accrued income
531,026
-

Amounts recoverable on long-term contracts
2,644,151
-

Deferred taxation
57,248
-

7,046,739
7,604,247


Page 27

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

17.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£
£

Short term loans
200,000
-

Trade creditors
786,455
-

Amounts owed to group undertakings
-
14,654

Other taxation and social security
1,454,162
-

Obligations under finance lease and hire purchase contracts
63,264
-

Other creditors
147,241
3,422

Accruals and deferred income
2,248,409
-

4,899,531
18,076



18.


Creditors: Amounts falling due after more than one year

Group
2024
£

Bank loans
12,098,800

Other loans
7,441,929

Net obligations under finance leases and hire purchase contracts
46,721

Accruals and deferred income
358,862

19,946,312



Page 28

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

19.


Loans


Analysis of the maturity of loans is given below:


Group
2024
£

Amounts falling due within one year

Short term loans
200,000



Amounts falling due after more than 5 years

Bank loans
12,098,800

Other loans
7,441,929

19,740,729


The short term loan incurs interest at 6.25% and is due for repayment on 10 May 2024. 
The bank loan is repayable in full on 6th October 2029. Interest during the period has been charged at an effective interest rate of 11.49%.
The bank loan is secured by way of a fixed and floating debenture charge over the company's assets on behalf of the secured parties to Shawbrook Bank Limited as security trustee. The bank loan security will be first ranking.
The other loans represent loan notes which are repayable in full on 31 December 2033. Interest is charged at 10% on the loan notes and repayable on 31 December 2033.
The loan notes are secured by way of a fixed and floating debenture charge over the company's assets on behalf of the secured parties to Lonsdale Capital Partners LLP as security trustee.


20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
2024
£

Within one year
63,264

Between 1-5 years
46,721

109,985


21.


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 £195,256. Contributions totalling £129,507 were payable to the fund at the balance sheet date and are included in creditors.

Page 29

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

22.


Commitments under operating leases

At 31 March 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£

Not later than 1 year
977,970

Later than 1 year and not later than 5 years
3,084,802

4,062,772
At 31 March 2024 the Group had future minimum lease receivable due under non-cancellable operating leases for each of the following periods:

Group
2024
£

Not later than 1 year
112,140

Later than 1 year and not later than 5 years
144,848

256,988


23.


Deferred taxation


Group



2024


£






Charged to profit or loss
57,248



At end of year
57,248






The deferred tax asset is made up as follows:

Group
2024
£

Tax losses carried forward
57,248

57,248

Page 30

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

24.


Share capital

2024
£
Allotted, called up and fully paid


4,620,429 A Ordinary shares of £0.000001 each
5
2,821,500 B Ordinary shares of £0.000001 each
3
93,342 Ordinary 1 shares of £0.010000 each
933
57,000 Ordinary 2 shares of £0.010000 each
570
17,112 Ordinary 3 shares of £0.010000 each
171

1,682

The A ordinary shares have no voting rights. They are entitled to dividends equivalent to maximum of 10% IRR, and capital distribution rights, including on a winding up, to a maximum return of 10% IRR. The shares have no rigths of redemption.
The B ordinary shares have no voting rights. They are entitled to dividends equivalent to maximum of 10% IRR, and capital distribution rights, including on a winding up, to a maximum return of 10% IRR, subject to payments made to the A ordinary shareholders in accordance with the articles of association. The shares have no rigths of redemption.
The ordinary 1 & 2 shares have full voting rights, entitlement to a dividend equal to 0.01% of any dividend approved and paid to the A ordinary or B ordinary shares, and a right to participate in a capital distribution, including on a winding up, subject to payments made to the A ordinary and B ordinary shareholders in accordance with the articles of association. The shares are not redeemable. 
The ordinary 3 shares have no voting rights. They are entitled to a dividend equal to 0.01% of any dividend approved and paid to the A ordinary or B ordinary shares, and a right to participate in a capital distribution, including on a winding up, subject to payments made to the A ordinary and B ordinary shareholders in accordance with the articles of association. The shares are not redeemable.



25.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs. 

Profit and loss account

This reserve records retained earnings and accumulated losses.

Page 31

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

26.
 

Business combinations

Lumen Bidco Limited was incoporated on 29 August 2023 and issued 100% of its share capital of 1p to Lumen Topco Limited.
Lumen Bidco Limited, acquired 100% of the issued share capital and obtained control of GIA Surveyors Limited on 6 October 2023. GIA Surveyors Limited is the parent company of GIA Surveyors IRL Limited. The group's principal activity is property surveyors. 

Acquisition of GIA Surveyors Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
285,363
-
285,363

Intangible
22,356,142
-
22,356,142

22,641,505
-
22,641,505

Current Assets

Debtors
5,090,675
-
5,090,675

Cash at bank and in hand
814,524
-
814,524

Total Assets
28,546,704
-
28,546,704

Creditors

Due within one year
(6,203,712)
-
(6,203,712)

Total Identifiable net assets
22,342,992
-
22,342,992


Goodwill
1,027,585

Total purchase consideration
23,370,577

Consideration

£


Cash
16,131,432

Debt instruments
5,700,000

Directly attributable costs
1,539,145

Total purchase consideration
23,370,577

Page 32

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

26.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
21,831,432

Directly attributable costs
1,539,145

23,370,577

Less: Cash and cash equivalents acquired
(814,524)

Net cash outflow on acquisition
22,556,053

The results of GIA Surveyors Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
8,286,762

(Loss) for the period since acquisition
(388,727)


27.


Related party transactions

Directors were issued and held £773,637 in loan notes during the period and remain outstanding at 31 March 2024. Interest of £38,188 was accrued at 31 March 2024.
Key management personnel were issued and held £2,047,863 in loan notes during the period and remain outstanding at 31 March 2024. Interest of £101,085 was accrued at 31 March 2024.
The immediate parent company were issued and held £4,620,429 in loan notes during the period and remain outstanding at 31 March 2024. Interest of £219,589 was accrued at 31 March 2024. 
The company is exempt from disclosing other related party transactions as they are with companies that are wholly owned within the Group. 


28.


Controlling party

The immediate parent company is LCP Lumen Co-Invest L.P., a limited partnership registered in England, with address 21 Upper Brook Street, London, W1K 7PY.
The directors are of the opinion that there is no ultimate controlling party. 

 
Page 33