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Registered number:
FOR THE YEAR ENDED 31 OCTOBER 2025
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LUMON HOLDINGS LTD
COMPANY INFORMATION
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LUMON HOLDINGS LTD
CONTENTS
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LUMON HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors present the results for the year ended 31 October 2025 and the state of the company's affairs at the reporting date.
Lumon Holdings Ltd was previously a holding company and now operates as a standalone entity with no investments.
The company remains a standalone entity with no investments following the transfer of investments to Lumon Acquisitions Limited.
Principal risks and uncertainties The directors have established an Enterprise Risk Management Framework which considers new and emerging risks and the continuous monitoring and assessment of identified business risks. The risk framework and supporting policies and procedures support the Company’s strategy and growth objectives and management of risks within risk appetite. The Board Risk, Assurance and Compliance Committee provides oversight of the Company’s key risks which following the transition of the Company’s investments are focussed on macro-economic, regulatory and operational risk. Future developments The Board will continue to monitor existing and emerging risks and monitor economic uncertainties affecting all businesses operating in a global economy and these will continue to influence strategy and performance in the years ahead. The Board will strive to build upon the progress achieved by the company, through continued focus on our clients and increased investment.
As the Board of Lumon Holdings Ltd, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the company’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the company and its stakeholders, and in doing so have regard (amongst other matters) to:
∙The directors have considered the reputation of the company with customers, employees and suppliers in their everyday decision making.
∙The directors have taken into account the financial returns of future business and the best interests of the company when making strategic decisions.
The directors carefully consider the consequences of all projects, ensuring they are fully planned and costed, taking account of the potential financial returns as well as the wider impacts on the business and the environment. In addition, the company's operations continually strive for the minimum environmental impact.
This report was approved by the board on 3 July 2026 and signed on its behalf.
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LUMON HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors present their report and the financial statements for the year ended 31 October 2025.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Going concern assumption
The Company has net current liabilities of £15,305,037 as at 31 October 2025 (2024 - £3,346,743 as restated). Included within liabilities is an amount of £17,519,330 due to group undertakings. The directors have considered the Company’s financial position and its ability to continue as a going concern. Lumon Acquisition Limited, the parent company, and its ultimate owners have confirmed their continued financial support. In particular, Lumon Acquisition Limited has stated that it is not its current intention to demand repayment of the outstanding balance, nor to enforce any related covenants, for a period of at least 12 months from the date of approval of these financial statements, where forecasts indicate that the Company would be unable to meet such obligations. The parent undertaking has also undertaken to notify the Company should this position change. Based on this assessment, the directors believe the Company has adequate resources to continue operating and meet its obligations as they fall due for the foreseeable future, and for a period of not less than 12 months from the date of approval of these financial statements. Accordingly, the going concern basis remains appropriate.
The loss for the year, after taxation, amounted to £11,958,294 (2024 - loss £10,704,950 as restated).
No equity dividends were declared or paid during the year or prior year.
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LUMON HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors who served during the year were:
The company has chosen in accordance with section 414C of Companies Act 2006, to set out the following information which would otherwise be required to be contained in the Directors' report within the Strategic report: financial risk management objectives and policies, and future developments in the business of the company.
There are no subsequent events that require disclosure or adjustments to the financial statements.
The auditors, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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LUMON HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LUMON HOLDINGS LTD
We have audited the financial statements of Lumon Holdings Ltd (the 'Company') for the year ended 31 October 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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LUMON HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LUMON HOLDINGS LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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LUMON HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LUMON HOLDINGS LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:
∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector;
∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows:
°Companies Act 2006.
°FRS102.
°Employment legislation.
°Tax legislation.
∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting legal correspondence; and
∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of noncompliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;
∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
∙Reviewing the financial statements and testing the disclosures against supporting documentation;
∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
∙Inspecting and testing journal entries to identify unusual or unexpected transactions;
∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and
∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.
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LUMON HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LUMON HOLDINGS LTD (CONTINUED)
The areas that we identified as being susceptible to misstatement through fraud were:
∙Management bias in the estimates and judgements made;
∙Management override of controls; and
∙Posting of unusual journals or transactions
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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants and Statutory Auditors
3 Brook Business Centre
Cowley Mill Road
Middlesex
UB8 2FX
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LUMON HOLDINGS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2025
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LUMON HOLDINGS LTD
REGISTERED NUMBER: 11110482
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 17 form part of these financial statements.
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LUMON HOLDINGS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2024
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LUMON HOLDINGS LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2025
Page 11
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LUMON HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
Lumon Holdings Ltd is a company limited by shares, incorporated in England and Wales. The address of the registered office is 20 Farringdon Road, London, England, EC1M 3HE.
Lumon Holdings Ltd was previously a holding company and now operates as a standalone entity with no investments.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The financial statements for the year ended 31 October 2025 are the first financial statements that adopt amendments to FR102 by the Financial Reporting Council (FRC) as part of its 2024 periodic review, effective for periods beginning on or after 1 January 2026. As permitted, the directors have chosen to early adopt these amendments within these financial statements.
The following principal accounting policies have been applied:
The Company has net current liabilities of £15,305,037 as at 31 October 2025 (2024 - £3,346,743 as restated). Included within liabilities is an amount of £17,519,330 due to group undertakings.
The directors have considered the Company’s financial position and its ability to continue as a going concern. Lumon Acquisition Limited, the parent company, and its ultimate owners have confirmed their continued financial support. In particular, Lumon Acquisition Limited has stated that it is not its current intention to demand repayment of the outstanding balance, nor to enforce any related covenants, for a period of at least 12 months from the date of approval of these financial statements, where forecasts indicate that the Company would be unable to meet such obligations. The parent undertaking has also undertaken to notify the Company should this position change. Based on this assessment, the directors believe the Company has adequate resources to continue operating and meet its obligations as they fall due for the foreseeable future, and for a period of not less than 12 months from the date of approval of these financial statements. Accordingly, the going concern basis remains appropriate.
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LUMON HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.Accounting policies (continued)
As at the reporting date, the company continues to hold a 5% shareholding in Lumon Pay Limited (‘LPL’), with the remaining 95% of LPL’s equity held directly by Lumon Acquisition Limited (‘LAL’). Notwithstanding this shareholding, it is the opinion of the directors that the 5% interest is held indirectly, on behalf of LAL, with this company itself being a wholly owned subsidiary of LAL. As such, LAL has an effective 100% interest in LPL when both direct and indirect holdings are considered. The directors have exercised judgment in determining that the entire economic interest in LPL rests with LAL, and accordingly, 100% of the investment in LPL has been recognised in the financial statements of LAL. This approach reflects the commercial substance of the flow of economic benefits, rather than the legal form alone. The company does not have any other judgements or key sources of estimation uncertainty.
The average monthly number of employees, including directors, during the year was 5 (2024 - 6).
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LUMON HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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LUMON HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
8.Taxation (continued)
There are no significant factors that may affect future tax charges.
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LUMON HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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LUMON HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
Share premium account
On 11 July 2025, the Company completed a reduction of capital, pursuant to which £51,485,947 was transferred from the share premium account to profit and loss account. The reduction was effected in accordance with the Companies Act 2006.
Profit and loss account
The company does not hold any cash or loan instruments and therefore an analysis of net debt has not been prepared.
The company has restated comparatives to correct the calculation of interest payable that was previously understated. As a result of this restatement, previously reported profits and net assets have decreased by £4,597,586 and £12,792,813 respectively.
The company is a wholly owned subsidiary of Lumon Acquisitions Limited, the immediate and ultimate parent undertaking, a company incorporated in Jersey, with registered office Spaces, 3rd floor, 44 Esplanade, St Helier, Jersey, JE4 9WG.
The smallest and largest group in which these accounts are consolidated is Lumon Acquisitions Limited, and the accounts may be obtained from registered office address of Lumon Acquisitions Limited. The ultimate controllers of this company at the Statement of financial position date were PSC III G, L.P. which is a Non-EU Alternative Investment Fund structure established in Ontario, Canada.
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