REGISTERED NUMBER: |
DIRECTORS' REPORT AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
VISTRA SERVICES (UK) LIMITED |
REGISTERED NUMBER: |
DIRECTORS' REPORT AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
VISTRA SERVICES (UK) LIMITED |
VISTRA SERVICES (UK) LIMITED (REGISTERED NUMBER: 07511328) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Page |
Company Information | 1 |
Directors' Report | 2 |
Independent Auditors' Report | 4 |
Statement of Comprehensive Income | 7 |
Balance Sheet | 8 |
Notes to the Financial Statements | 9 |
VISTRA SERVICES (UK) LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Directors: |
Secretary: |
Registered office: |
Registered number: |
Auditors: |
Floor 5 |
Merck House |
Seldown Lane |
Poole |
Dorset |
BH15 1TW |
VISTRA SERVICES (UK) LIMITED (REGISTERED NUMBER: 07511328) |
DIRECTORS' REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
The Directors present their report and the financial statements for the year ended 31 December 2022. |
Principal activity |
The principal activity of the company in the year under review was that of formerly the provision of financial services and trust services. For the year under review, the Company was dormant. |
Events since the end of the year |
Information relating to events since the end of the year is given in the notes to the financial statements. |
Directors |
The Directors who served during the year were: |
O Lewis |
G P Collery |
Expressco Limited - resigned on 14 March 2022. |
Going Concern |
As the Company is dormant the accounts have been prepared on a basis other than going concern. |
Statement of directors' responsibilities |
The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations. |
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year. |
In preparing these financial statements, the Directors are required to: |
- select suitable accounting policies for the Company's financial statements and then apply them consistently; |
- make judgments and accounting estimates that are reasonable and prudent; |
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Statement as to 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's auditor is 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's auditor is aware of that information. |
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. |
Auditors |
The auditor, Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. |
Small companies note |
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. |
VISTRA SERVICES (UK) LIMITED (REGISTERED NUMBER: 07511328) |
DIRECTORS' REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
On behalf of the board: |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
VISTRA SERVICES (UK) LIMITED |
Opinion |
We have audited the financial statements of Vistra Services (UK) Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, Balance Sheet and notes to the financial statements, 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 FRS 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 company's affairs as at 31 December 2022 and of its result 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 "Auditor's responsibilities for the audit of the financial statements" section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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. |
Emphasis of Matter - financial statements prepared other than on a going concern basis |
In forming our opinion on the financial statements, which is not modified, we draw your attention to note 2.2 in the financial statements which explains that the financial statements have been prepared on a basis other than going concern. |
Other information |
The other information comprises the information included in the annual report, other than the financial statements and our auditor's 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. |
In connection with our audit of the financial statements, 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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. |
Opinions 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- the Directors' Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In 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 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, or returns adequate for our audit have not been received from branches not visited by us; or |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
VISTRA SERVICES (UK) LIMITED |
- the 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; or |
- The directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report. |
Responsibilities of Directors |
As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 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 company or to cease operations, or have no realistic alternative but to do so. |
Auditor's 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 auditor's 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 the financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. |
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. |
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-money laundering regulation. |
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: |
- Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; |
- Inspecting correspondence, if any, with relevant licensing or regulatory authorities; |
- Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and |
- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. |
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as the Companies Act 2006. |
In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, and significant one-off or unusual transactions. |
Our audit procedures in relation to fraud included but were not limited to: |
- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; |
- Gaining an understanding of the internal controls established to mitigate risks related to fraud; |
- Discussing amongst the engagement team the risks of fraud; and |
- Addressing the risks of fraud through management override of controls by performing journal entry testing. |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
VISTRA SERVICES (UK) LIMITED |
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. |
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 auditor's report. |
Use of the audit 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 auditor's 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 |
Floor 5 |
Merck House |
Seldown Lane |
Poole |
Dorset |
BH15 1TW |
VISTRA SERVICES (UK) LIMITED (REGISTERED NUMBER: 07511328) |
STATEMENT OF COMPREHENSIVE |
INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2022 | 2021 |
£ | £ |
TURNOVER |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
VISTRA SERVICES (UK) LIMITED (REGISTERED NUMBER: 07511328) |
BALANCE SHEET |
31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 4 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Retained earnings | ( |
) | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
VISTRA SERVICES (UK) LIMITED (REGISTERED NUMBER: 07511328) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
1. | STATUTORY INFORMATION |
Vistra Services (UK) Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page. |
On 1 August 2016, the Company transferred all assets to Vistra (UK) Limited, with the exception of the subsidiary USA2Europe Limited. The shares of USA2Europe Limited were subsequently sold on 1 January 2017 to Vistra International Expansion Limited. The Company has remained dormant since the event. |
2. | ACCOUNTING POLICIES |
2.1 Basis of preparing the financial statements |
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
The financial statements are prepared in sterling, which is the functional currency of the entity. |
2.2 Going concern |
The Company's financial statements have not been prepared on a going concern basis. On 1st August 2016, the Company transferred all assets to Vistra (UK) Limited, with the exception of the subsidiary USA2Europe Limited. The shares of USA2Europe Limited were subsequently sold on 1st January 2017 to Vistra International Expansion Limited. The Company has remained dormant since the event. No material adjustments arose as a result of ceasing to apply the going concern basis. |
2.3 Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
2.4 Creditors |
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
2.5 Financial instruments |
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non - puttable ordinary shares. |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
Basic financial liabilities |
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2021 - NIL). |
VISTRA SERVICES (UK) LIMITED (REGISTERED NUMBER: 07511328) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
4. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Amounts owed by group undertakings |
It represents an interest free balance due from Vistra International Expansion Limited, a related company. |
5. | CONTINGENT LIABILITIES |
Citicorp International Limited (as Trustee) holds a fixed and floating charge over the assets of the Company and those of its affiliates: Vistra Holdings (UK) Limited, Vistra (UK) Limited and USA2Europe Limited. The actual liability for the Company at the year end was Nil (2020: Nil). |
6. | RELATED PARTY DISCLOSURES |
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
7. | POST BALANCE SHEET EVENTS |
On February 13, 2023, the Group's shareholders entered into a sale and purchase agreement pursuant to which the Group merged with Tricor Group ("Tricor"), another entity within the BPEA-EQT portfolio group. The transaction completed on 27th July 2023, and Thevalia Limited, an entity within Tricor, acquired 100% of the shares in Vistra Group Holdings (BVI) III Limited. |
8. | CONTROLLING PARTY |
The Company;s immediate parent is Vistra Holdings SARL. Thevelia Holdings Limited is the ultimate parent Company |
The ultimate controlling parent Company is Thevelia Holdings Limited, a Company incorporated and registered at, C/O Vistra (Cayman) Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, George Town, KY1-1205, Cayman Islands. |
The largest and smallest of the group undertakings to consolidate these financial statements as at the 31 December 2022 is Vistra Group Holding (BVI) II Limited, a subsidiary of Thevelia Holdings Limited. The consolidated financial statements of Vistra Group Holding (BVI) II Limited can be obtained from Vistra Holdings (UK) Limited, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB. |