Company registration number 13197089 (England and Wales)
LUSTRUM INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
LUSTRUM INVESTMENTS LIMITED
COMPANY INFORMATION
Directors
K Barber
(Appointed 11 February 2021)
M Brittain
(Appointed 5 December 2022)
G Humphreys
(Appointed 11 February 2021)
K Spencer
(Appointed 11 February 2021)
Secretary
R Weeks
Company number
13197089
Registered office
45 Westerham Road
Bessels Green
Sevenoaks
Kent
TN13 2QB
Auditor
Mercer & Hole LLP
Trinity Court
Church Street
Rickmansworth
WD3 1RT
LUSTRUM INVESTMENTS LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Notes to the financial statements
8 - 11
LUSTRUM INVESTMENTS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2022
- 1 -
The directors present their annual report and financial statements for the period ended 31 March 2022.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
K Barber
(Appointed 11 February 2021)
M Brittain
(Appointed 5 December 2022)
G Humphreys
(Appointed 11 February 2021)
K Spencer
(Appointed 11 February 2021)
C Payne
(Appointed 11 February 2021 and resigned 5 December 2022)
Auditor
Mercer & Hole LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s
auditor
is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s
auditor
is aware of that information.
Incorporation
The company was incorporated on 11 February 2021 and commenced trading on 13 July 2021.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
M Brittain
Director
31 March 2023
LUSTRUM INVESTMENTS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2022
- 2 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements 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 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.
LUSTRUM INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LUSTRUM INVESTMENTS LIMITED
- 3 -
Opinion
We have audited the financial statements of Lustrum Investments Limited (the 'company') for the period ended 31 March 2022 which comprise the profit and loss account, the balance sheet and notes to the financial statements, including 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 our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 31 March 2022 and of its loss for the period then ended;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
Material uncertainty
relating to going concern
We draw attention to note 1.2, of the financial statements concerning the company's ability to continue as a going concern which indicates that the company had net current liabilities of £
719,759
at 31 March 2022. The Company is therefore reliant on the ongoing support of its parent,
Armatire
Limited,
and amounts owed to related parties
however this support is itself dependent on a number of other events which are themselves uncertain.
T
hese events or conditions, along with the other matters as set forth in
the
note, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the directors'
r
eport for the financial period 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.
LUSTRUM INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LUSTRUM INVESTMENTS LIMITED
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the directors'
r
eport
. 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
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of
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' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors'
r
esponsibilities
s
tatement, 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 these
financial statements
.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below
.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.
Audit procedures performed by the engagement team included:
-
discussions with management, including considerations of known or suspected instances of non- compliance with laws and regulations and fraud;
-
gaining an understanding of management's controls designed to prevent and detect irregularities; and
-
identifying and testing journal entries.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non- compliance and cannot be expected to detect non-compliance with all laws and regulations.
LUSTRUM INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LUSTRUM INVESTMENTS LIMITED
- 5 -
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Alexander Bell FCA
Senior Statutory Auditor
For and on behalf of Mercer & Hole LLP
31 March 2023
Chartered Accountants
Statutory Auditor
Trinity Court
Church Street
Rickmansworth
WD3 1RT
LUSTRUM INVESTMENTS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 MARCH 2022
- 6 -
Period
ended
31 March
2022
£
Administrative expenses
(14,600)
Interest receivable and similar income
1,439,046
Interest payable and similar expenses
(2,145,205)
Loss before taxation
(720,759)
Tax on loss
Loss for the financial period
(720,759)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
LUSTRUM INVESTMENTS LIMITED
BALANCE SHEET
AS AT
31 MARCH 2022
31 March 2022
- 7 -
2022
Notes
£
£
Current assets
Debtors
3
121,013,588
Creditors: amounts falling due within one year
4
(41,959,805)
Net current assets
79,053,783
Creditors: amounts falling due after more than one year
5
(79,773,542)
Net liabilities
(719,759)
Capital and reserves
Called up share capital
1,000
Profit and loss reserves
(720,759)
Total equity
(719,759)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 31 March 2023 and are signed on its behalf by:
M Brittain
Director
Company Registration No. 13197089
LUSTRUM INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
- 8 -
1
Accounting policies
Company information
Lustrum Investments Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
45 Westerham Road, Bessels Green, Sevenoaks, Kent, TN13 2QB.
1.1
Reporting period
The company's period of accounts is longer than 12 months, and is therefore not entirely comparable to future years of trade. The accounting period was extended due to it being the first year of accounts and the directors wishing to align the year end with the group headed by the parent undertaking.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
1.3
Going concern
As at 31 March 2022, the company had net current liabilities of £121,733,347 and net liabilities of £719,759.
The company is therefore reliant on the support of its parent company, Armatire Limited, which has been confirmed in writing for a period of at least 12 months from the date of approval of these financial statements. The ability of Armatire Limited to provide this support is predicated on the continued trading of its wholly owned subsidiaries in line with forecasts, securing new finance or refinancing in certain subsidiaries within the group and the sale of certain assets within the group.
The directors have concluded that the above circumstances represent a material uncertainty that may cast significant doubt upon the company's ability to continue as a going concern. Nevertheless, after making enquiries and considered the uncertainties described above, the directors have a reasonable expectation that the company will have adequate resources to continue operating for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the financial statements.
1.4
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 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.
LUSTRUM INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 9 -
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method 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.
Financial assets classified as receivable within one year are not amortised.
Classification of 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including
creditors
, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts 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 recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2022
Number
Total
3
Debtors
2022
Amounts falling due within one year:
£
Amounts owed by group undertakings
92,495,711
Other debtors
28,517,877
121,013,588
LUSTRUM INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2022
- 10 -
4
Creditors: amounts falling due within one year
2022
£
Other borrowings
41,945,205
Accruals and deferred income
14,600
41,959,805
Amounts shown as other borrowings are secured by fixed and floating charge over properties held by fellow subsidiaries within the Armatire Group.
5
Creditors: amounts falling due after more than one year
2022
£
Other creditors
79,773,542
On 13 July 2021 amounts totalling £119,573,542 were formalised into an interest-bearing loan. From this date an interest rate of 6% per annum is applied to Tranche A totalling £50m. Tranche B, totalling £69,573,542, is non-interest bearing. The loan is repayable in instalments and matures on 13 July 2027. Included in other creditors due within one year is £1,405,479 (2020: £Nil) of interest payable on this loan and £3,819,946 (2020: £Nil) which has been repaid on 19 May 2022. Management have identified the steps required to meet the repayment instalments, however, some of these are contingent on other events. Any of the steps not occurring as anticipated could result in repayments not being made on time unless alternative funds are identified.
6
Related party transactions
2022
Amounts due to related parties
£
Other related parties
121,718,747
The balances owed to related parties disclosed above
are 100% subsidiaries of Venus Topco Limited, a company registered in Guernsey and the controlling parent of Markerstudy Group Holdings Limited. Venus Topco Limited has shareholders in common with the Armatire Group. The ultimate parent undertaking is PSC Nominee 4 Limited, as nominee for PSC IV LP, PSC IV B LP and PSC IV (C) SCSp. The Company's ultimate controlling party are PSC IV LP, PSC IV B LP and PSC IV (C) SCSp, funds managed by Pollen Street Capital Limited (a subsidiary of Pollen Street Capital Holdings Limited).
The loan of £121,718,747 attracts interest at a rate of 6% per annum and is payable on demand. As part of the terms of this loan, a number of fellow subsidiary undertakings have provided guarantees and are joint and severally liable.
The following amounts were outstanding at the reporting end date:
2022
Amounts due from related parties
£
Entities with control, joint control or significant influence over the company
3,200,100
Other related parties
99,898,159
LUSTRUM INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2022
6
Related party transactions
(Continued)
- 11 -
The balances owed above are related parties by virtue of being under common control.
7
Parent company
The parent undertaking is Armatire Limited. Armatire Limited is a company registered in England and Wales, and represents the largest group for which consolidated accounts including Lustrum Investments Limited are prepared. Copies of these financial statements may be obtained from 45 Westerham Road, Bessels Green, Sevenoaks, Kent TN13 2QB.
Armatire Limited is controlled by K R Spencer and A Spencer.
2022-03-31
2021-02-11
false
CCH Software
CCH Accounts Production 2022.300
No description of principal activity
K Barber
M Brittain
G Humphreys
K Spencer
C Payne
R Weeks
13197089
2021-02-11
2022-03-31
13197089
bus:Director1
2021-02-11
2022-03-31
13197089
bus:Director2
2021-02-11
2022-03-31
13197089
bus:Director3
2021-02-11
2022-03-31
13197089
bus:Director4
2021-02-11
2022-03-31
13197089
bus:CompanySecretary1
2021-02-11
2022-03-31
13197089
bus:Director5
2021-02-11
2022-03-31
13197089
bus:RegisteredOffice
2021-02-11
2022-03-31
13197089
2022-03-31
13197089
core:CurrentFinancialInstruments
core:WithinOneYear
2022-03-31
13197089
core:Non-currentFinancialInstruments
core:AfterOneYear
2022-03-31
13197089
core:CurrentFinancialInstruments
2022-03-31
13197089
core:ShareCapital
2022-03-31
13197089
core:RetainedEarningsAccumulatedLosses
2022-03-31
13197089
core:WithinOneYear
2022-03-31
13197089
core:Non-currentFinancialInstruments
2022-03-31
13197089
bus:PrivateLimitedCompanyLtd
2021-02-11
2022-03-31
13197089
bus:FRS102
2021-02-11
2022-03-31
13197089
bus:Audited
2021-02-11
2022-03-31
13197089
bus:FullAccounts
2021-02-11
2022-03-31
xbrli:pure
xbrli:shares
iso4217:GBP