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Company registration number: 15092183







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2025


LUMEN TOPCO LIMITED






































img34be.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 - 34


 


LUMEN TOPCO LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The Directors present their Group strategic report for the year ended 31 March 2025.

Business review
 
Lumen Topco Ltd is a company incorporated on the 23rd of August 2023. The group commenced trading on 6 October 2023, so the profit and loss for the comparative period only reflects six months of trading. 
The main trading subsidiary, GIA Surveyors Ltd, are a leading firm 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 140 members of staff and is managed strategically by a Board of 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 year 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.  

Future developments and plans

Our aim is to continue to be the market leader in our core services as well as expand our presence in our regional areas.
There is desire to grow the Group both organically and through acquisition in the medium term, by bringing strategically aligned companies to develop new lines of business, new geographic reach and grow existing services. Any new services we bring in need to have a large addressable market, truly embed tech and align with our values.
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. 

Principal risks and uncertainties
 
Any risks and uncertainties identified in our business were documented, reviewed, and revised at Board level. 
Within the industry, our staff are required 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 continued training and induction programs helps us to keep awareness elevated and to make sure staff are always healthy and safe.
The industry we operate in, is a medium size industry with ever increasing numbers of competitors. We have seen an increase in smaller entities with lower operating costs undercutting larger companies. Competitors are improving their technology which could potentially take away our competitive advantage. To mitigate this risk, we continuously monitor the market and perform competitor analysis, and we rigorously seek feedback from our clients, especially on lost jobs. We are also able to adapt to our clients’ new requirements throughout the live of our projects and ensure new specifications are adhered to.
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. 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.

Page 1

 


LUMEN TOPCO LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Financial key performance indicators
 
During FY25 the group achieved a turnover of £17,788,260 (2024 - £8,396,257) with a healthy gross profit of 48.7% (2024 - 51.8%).
The Group has achieved an EBITDA of £2,819,652 with an EBITDA margin of 16%, the EBITDA margin is 3% higher than the prior period. While revenue has been lower in the current year, we have managed to achieve an improvement in EBITDA margin through an increase in gross profit. 
The balance sheet showed a positive net asset position at 31 March 2025 of £3,843,920 (2024 - £6,181,540).
Debtors Days were 74 at 31 March 2025, this is an improvement of 4 days from 31 March 2024.

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. 

Shareholders

The Directors and Group Board regularly communicates with our shareholders through regular meetings, internal newsletters and intranet.
As part of its commitment to aligning employee interests with long-term business performance, the company introduced a growth share arrangement during the financial year. Under this arrangement, selected employees may be offered the opportunity to acquire equity interests, enabling them to benefit from the increase in company value that their contributions help to drive.


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



Sam Wallis
Director

Giles Salmon
Director


Date: 30 September 2025


Page 2

 


LUMEN TOPCO LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The loss for the year, after taxation, amounted to £2,350,343 (2024 - loss £1,427,842).

Directors

The directors who served during the year were:

David Gasparro 
Stefan Smith 
Sam Wallis 
Giles Salmon (appointed 1 July 2024)

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 YEAR ENDED 31 MARCH 2025

Post balance sheet events

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

Auditors

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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





Sam Wallis
Director
Giles Salmon
Director


Date: 30 September 2025
Date: 30 September 2025

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 year ended 31 March 2025, 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 2025 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

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


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


Page 6

 


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

30 September 2025
Page 8

 


LUMEN TOPCO LIMITED
 


 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
 4 
17,788,260
8,396,257

Cost of sales
  
(9,122,815)
(4,039,622)

Gross profit
  
8,665,445
4,356,635

Administrative expenses
  
(8,808,473)
(4,685,835)

Exceptional administrative expenses
 12 
(41,769)
(206,436)

Other operating income
 5 
349,543
166,564

Operating profit/(loss)
 6 
164,746
(369,072)

Interest payable and similar expenses
 10 
(2,184,913)
(1,116,018)

(Loss) before tax
  
(2,020,167)
(1,485,090)

Tax on (loss)
 11 
(330,176)
57,248

(Loss) after tax
  
(2,350,343)
(1,427,842)

  

  

Retained earnings at the beginning of the year
  
(1,427,842)
-

  
(1,427,842)
-

Loss for the year attributable to the owners of the parent
  
(2,350,343)
(1,427,842)

Retained earnings at the end of the year
  
(3,778,185)
(1,427,842)

  

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of income and retained earnings.

The notes on pages 16 to 34 form part of these financial statements.

Page 9

 


LUMEN TOPCO LIMITED
REGISTERED NUMBER:15092183



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
20,466,036
22,429,933

Tangible assets
 14 
385,806
261,044

  
20,851,842
22,690,977

Current assets
  

Debtors: amounts falling due within one year
 16 
7,469,473
7,046,739

Cash at bank and in hand
  
451,061
1,289,667

  
7,920,534
8,336,406

Creditors: amounts falling due within one year
 17 
(4,033,284)
(4,899,531)

Net current assets
  
 
 
3,887,250
 
 
3,436,875

Total assets less current liabilities
  
24,739,092
26,127,852

Creditors: amounts falling due after more than one year
 18 
(20,785,020)
(19,946,312)

Provisions for liabilities
  

Deferred taxation
 23 
(110,152)
-

  
 
 
(110,152)
 
 
-

Net assets
  
3,843,920
6,181,540


Capital and reserves
  

Called up share capital 
 24 
1,810
1,682

Share premium account
 25 
7,620,295
7,607,700

Profit and loss account
 25 
(3,778,185)
(1,427,842)

  
3,843,920
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: 30 September 2025

The notes on pages 16 to 34 form part of these financial statements.

Page 10

 


LUMEN TOPCO LIMITED
REGISTERED NUMBER:15092183



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 15 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 16 
7,603,053
7,604,247

  
7,603,053
7,604,247

Creditors: amounts falling due within one year
 17 
(12,952)
(18,076)

Net current assets
  
 
 
7,590,101
 
 
7,586,171

Total assets less current liabilities
  
7,590,102
7,586,172

  

  

Net assets
  
7,590,102
7,586,172


Capital and reserves
  

Called up share capital 
 24 
1,810
1,682

Share premium account
 25 
7,620,295
7,607,700

Profit and loss account brought forward
  
(23,210)
-

Loss for the year
  
(8,793)
(23,210)

Profit and loss account carried forward
  
(32,003)
(23,210)

  
7,590,102
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: 30 September 2025

The notes on pages 16 to 34 form part of these financial statements.

Page 11

 


LUMEN TOPCO LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


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 1 April 2024
1,682
7,607,700
(1,427,842)
6,181,540
6,181,540


Comprehensive income for the year

Loss for the year
-
-
(2,350,343)
(2,350,343)
(2,350,343)
Total comprehensive income for the year
-
-
(2,350,343)
(2,350,343)
(2,350,343)


Contributions by and distributions to owners

Shares issued during the year
128
12,595
-
12,723
12,723


Total transactions with owners
128
12,595
-
12,723
12,723


At 31 March 2025
1,810
7,620,295
(3,778,185)
3,843,920
3,843,920


The notes on pages 16 to 34 form part of these financial statements.

Page 12

 


LUMEN TOPCO LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


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 1 April 2024
1,682
7,607,700
(23,210)
7,586,172


Comprehensive income for the period

Loss for the year
-
-
(8,793)
(8,793)
Total comprehensive income for the year
-
-
(8,793)
(8,793)


Contributions by and distributions to owners

Shares issued during the year
128
12,595
-
12,723


Total transactions with owners
128
12,595
-
12,723


At 31 March 2025
1,810
7,620,295
(32,003)
7,590,102


The notes on pages 16 to 34 form part of these financial statements.

Page 13

 


LUMEN TOPCO LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(2,350,343)
(1,427,842)

Adjustments for:

Amortisation of intangible assets
2,464,597
1,171,672

Depreciation of tangible assets
160,996
65,548

Interest paid
2,184,913
1,116,018

Taxation charge
330,176
(57,248)

(Increase) in debtors
(478,271)
(2,149,274)

(Decrease) in creditors
(1,365,072)
(1,768,325)

R&D tax credit
(153,791)
-

Net cash generated from operating activities

793,205
(3,049,451)


Cash flows from investing activities

Purchase of intangible fixed assets
(285,758)
-

Purchase of tangible fixed assets
(500,700)
-

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

Net cash from investing activities

(786,458)
(22,556,062)

Cash flows from financing activities

Issue of ordinary shares
11,012
7,609,382

New secured loans
300,000
12,783,000

Repayment of/new loans
-
(484,200)

New loan notes
-
10,320,429

Repayment of loan notes
-
(2,878,500)

Repayment of/new finance leases
(61,463)
(62,956)

Interest paid
(1,094,902)
(391,975)

Net cash used in financing activities
(845,353)
26,895,180

Net (decrease)/increase in cash and cash equivalents
(838,606)
1,289,667

Cash and cash equivalents at beginning of year
1,289,667
-

Cash and cash equivalents at the end of year
451,061
1,289,667


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
451,061
1,289,667

451,061
1,289,667


The notes on pages 16 to 34 form part of these financial statements.

Page 14

 


LUMEN TOPCO LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025





At 1 April 2024
Cash flows
Other non-cash changes
At 31 March 2025
£

£

£

£

Cash at bank and in hand

1,289,667

(838,606)

-

451,061

Debt due after 1 year

(19,540,729)

-

(94,000)

(19,634,729)

Debt due within 1 year

(200,000)

(300,000)

-

(500,000)

Finance leases

(109,985)

61,463

-

(48,522)


(18,561,047)
(1,077,143)
(94,000)
(19,732,190)

The notes on pages 16 to 34 form part of these financial statements.

Page 15

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

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 YEAR ENDED 31 MARCH 2025

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 year in which they are incurred.

Page 17

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the 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 YEAR ENDED 31 MARCH 2025

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 YEAR ENDED 31 MARCH 2025

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

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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 instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Page 20

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.16
Financial instruments (continued)


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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


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.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are addressed below.
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 2025, 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. 
Assumptions in Goodwill impairment review
Annually, the company considers whether goodwill is impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash-generating units (CGU). This requires estimation of the future cash flows from the CGU's and also selection of appropriate discount rates in order to calculate the net present value of those cash flows. The recoverable amount of the CGU is a source of significant estimation uncertainty and determining this involves the use of significant assumptions.
The calculations use cash flow projections based on financial budgets approved by the directors covering a five year period. Cash flows beyond the five-year period are extrapolated using an estimated growth rate. If actual cash flows are not in line with budgeted cash flows, additional impairment of the CGU's net book value of £19,864,441 may result.

Page 21

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

4.


Turnover

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


2025
2024
£
£

Fee Income - Right of Light
11,916,746
5,493,267

Fee Income - DSD
127,218
24,327

Fee Income - Party Wall
2,799,255
1,528,548

Fee Income - Other Income
1,257,000
618,889

Fee Income - Wind
1,688,041
731,226

17,788,260
8,396,257


All turnover arose within the United Kingdom and Ireland.


5.


Other operating income

2025
2024
£
£

Rental income
190,049
165,999

Research and development tax credit
153,791
-

Sundry income
5,703
565

349,543
166,564



6.


Operating (loss)

The operating (loss) is stated after charging:

2025
2024
£
£

Exchange differences
6,286
1,497

Other operating lease rentals
846,139
386,470

Depreciation
160,800
65,548

Amortisation
2,464,597
1,171,672

Page 22

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

7.


Auditors' remuneration

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


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
63,000
80,000

Fees payable to the Company's auditors in respect of accounts preparation
10,000
12,000

Fees payable to the Company's auditors in respect of tax services
10,450
7,500

Fees payable to the Company's auditors in respect of other services
32,569
8,554


8.


Employees

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


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Wages and salaries
9,184,370 
4,278,811
4,651
23,210

Social security costs
998,554
476,560
-
-

Cost of defined contribution scheme
441,115
195,256
-
-


10,624,039 
4,950,627 
4,651 
23,210 


Included within wages and salaries is £243,397 of costs which have been capitalised in development cost additions see note 13.

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


        2025
        2024
            No.
            No.







Directors
11
5



Fee earners
90
94



Admin staff
35
35

136
134

Page 23

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
506,533
223,957

Group contributions to defined contribution pension schemes
13,792
7,645

520,325
231,602


During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £216,000 (2024 - £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 £11,153 (2024 - £5,414).


10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
1,399,250
752,185

Other loan interest payable
779,730
358,862

Finance leases and hire purchase contracts
5,933
4,971

2,184,913
1,116,018


11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
162,776
-


162,776
-


Total current tax
162,776
-

Deferred tax


Origination and reversal of timing differences
167,400
(57,248)

Total deferred tax
167,400
(57,248)


Tax on (loss)
330,176
(57,248)
Page 24

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:

2025
2024
£
£


Loss on ordinary activities before tax
(2,020,167)
(1,485,090)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(505,042)
(371,273)

Effects of:


Expenses not deductible for tax purposes
171,414
40,385

Fixed asset differences
571,349
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
92,455
128,426

Total tax charge for the year/period
330,176
(57,248)


12.


Exceptional items

2025
2024
£
£


Restructuring costs
41,769
206,436

41,769
206,436

The exceptional items incurred in the prior year related to costs associated with the restructuring of GIA Surveyors Limited.

Page 25

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

13.


Intangible assets

Group





Development costs
Goodwill
Total

£
£
£



Cost


At 1 April 2024
231,670
23,369,650
23,601,320


Additions
500,700
-
500,700



At 31 March 2025

732,370
23,369,650
24,102,020



Amortisation


At 1 April 2024
3,143
1,168,244
1,171,387


Charge for the year
127,632
2,336,965
2,464,597



At 31 March 2025

130,775
3,505,209
3,635,984



Net book value



At 31 March 2025
601,595
19,864,441
20,466,036



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



Page 26

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

14.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Total

£
£
£



Cost or valuation


At 1 April 2024
33,635
292,957
326,592


Additions
163,370
122,388
285,758



At 31 March 2025

197,005
415,345
612,350



Depreciation


At 1 April 2024
7,157
58,391
65,548


Charge for the year
35,209
125,787
160,996



At 31 March 2025

42,366
184,178
226,544



Net book value



At 31 March 2025
154,639
231,167
385,806



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

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


2025
2024
£
£



Tangible fixed assets
63,818
100,745

63,818
100,745

Page 27

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
1



At 31 March 2025
1





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Lumen Bidco Limited
The Whitehouse, Belvedere Road, London, England, SE1 8GA
Ordinary
100%






Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

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%







Page 28

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

16.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
3,876,979
3,626,747
-
-

Amounts owed by group undertakings
-
-
7,601,342
7,604,247

Other debtors
14,642
187,567
-
-

Called up share capital not paid
1,711
-
1,711
-

Prepayments and accrued income
455,344
531,026
-
-

Amounts recoverable on long-term contracts
3,120,797
2,644,151
-
-

Deferred taxation
-
57,248
-
-

7,469,473
7,046,739
7,603,053
7,604,247



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Short term loans
500,000
200,000
-
-

Trade creditors
718,602
786,455
-
-

Amounts owed to group undertakings
-
-
12,952
14,654

Corporation tax
8,985
-
-
-

Other taxation and social security
875,754
1,454,162
-
-

Obligations under finance lease and hire purchase contracts
36,822
63,264
-
-

Other creditors
79,241
147,241
-
3,422

Accruals and deferred income
1,813,880
2,248,409
-
-

4,033,284
4,899,531
12,952
18,076



18.


Creditors: Amounts falling due after more than one year

Group
Group
2025
2024
£
£

Bank loans
12,192,800
12,098,800

Other loans
7,441,929
7,441,929

Net obligations under finance leases and hire purchase contracts
11,700
46,721

Accruals and deferred income
1,138,591
358,862

20,785,020
19,946,312



Page 29

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2025
2024
£
£

Amounts falling due within one year

Short term loans
500,000
200,000


500,000
200,000


Amounts falling due 2-5 years

Bank loans
12,192,800
-

Amounts falling due after more than 5 years

Bank loans
-
12,098,800

Other loans
7,441,929
7,441,929

7,441,929
19,540,729

20,134,729
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 11.09% (2024 - 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
Group
2025
2024
£
£

Within one year
36,822
63,264

Between 1-5 years
11,700
46,721

48,522
109,985

Page 30

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

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 £400,028 (2024 - £195,256). Contributions totalling £65,626 (2024 -£129,507) were payable to the fund at the balance sheet date and are included in creditors.


22.


Commitments under operating leases

At 31 March 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
988,155
977,970

Later than 1 year and not later than 5 years
2,293,542
3,084,802

3,281,697
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
Group
2025
2024
£
£

Not later than 1 year
112,140
112,140

Later than 1 year and not later than 5 years
33,331
144,848

145,471
256,988

Page 31

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

23.


Deferred taxation


Group



2025


£






At beginning of year
57,248


Charged to profit or loss
(110,152)


Utilised in year
(57,248)



At end of year
(110,152)







The deferred taxation balance is made up as follows:

Group
Group
2025
2024
£
£

Fixed asset timing differences
(124,586)
-

Tax losses carried forward
-
57,248

Short term timing differences
14,434
-

(110,152)
57,248


24.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



4,620,429 (2024 - 4,620,000) A Ordinary shares of £0.000001 each
5
5
2,821,500 (2024 - 2,820,000) B Ordinary shares of £0.000001 each
3
3
93,342 (2024 - 93,342) Ordinary 1 shares of £0.010000 each
933
933
57,000 (2024 - 57,000) Ordinary 2 shares of £0.010000 each
570
570
25,665 (2024 - 17,112) Ordinary 3 shares of £0.010000 each
257
171
4,167 (2024 - nil) Ordinary 4A shares of £0.010000 each
42
-

1,810

1,682

Page 32

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

24.Share capital (continued)

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.
The ordinary 4A 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.


26.


Related party transactions

Directors hold outstanding loan notes of £773,637 (2024 - £773,637) at 31 March 2025. Interest of £115,552 (2024 - £38,188) was accrued at 31 March 2025. 
Key management personnel hold outstanding loan notes of £2,047,863 (2024 - £2,047,863) at 31 March 2025. Interest of £305,871 (2024 - £101,085) was accrued at 31 March 2025. 
The immediate parent company hold outstanding loan notes of £4,620,429 (2024 - £4,620,429) at 31 March 2025. Interest of £681,632 (2024 - £219,589) was accrued at 31 March 2025. 
The company is exempt from disclosing other related party transactions as they are with companies that are wholly owned within the Group. 

Page 33

 


LUMEN TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

27.


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 34