Lesray Holdings Limited - Period Ending 2019-03-31

Registration number: 10078896

Lesray Holdings Limited

Report and Unaudited Financial Statements

for the Year Ended 31 March 2019

BDO LLP
2 City Place
Beehive Ring Road
Gatwick
West Sussex
RH6 0PA

 

Lesray Holdings Limited

Contents

Company Information	1
Accountants' Report	2
Balance Sheet	3
Statement of Changes in Equity	4
Notes to the Unaudited Financial Statements	5 to 10

Lesray Holdings Limited

Company Information

Directors

Mr N M Leslau Mr N W Wray

Registered office

Belfry House Champions Way Hendon London NW4 1PX

Accountants

BDO LLP 2 City Place Beehive Ring Road Gatwick West Sussex RH6 0PA

Page 1

Chartered Accountants' Report to the Board of Directors on the Preparation of the Unaudited Financial Statements of
Lesray Holdings Limited
for the Year Ended 31 March 2019

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Lesray Holdings Limited for the year ended 31 March 2019 as set out on pages 3 to 10 from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at
http://www.icaew.com/en/members/regulations-standards-and-guidance/.

It is your duty to ensure that Lesray Holdings Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Lesray Holdings Limited. You consider that Lesray Holdings Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Lesray Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Use of our report

This report is made solely to the directors of Lesray Holdings Limited, as a body, in accordance with the terms of our engagement letter dated 10 November 2017. Our work has been undertaken solely to prepare for your approval the financial statements of Lesray Holdings Limited and state those matters that we have agreed to state to the directors of Lesray Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Lesray Holdings Limited and its directors, as a body, for our work or for this report.

......................................

BDO LLP
Chartered Accountants
2 City Place
Beehive Ring Road
Gatwick
West Sussex
RH6 0PA

13 December 2019

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

Page 2

Lesray Holdings Limited

(Registration number: 10078896)
Balance Sheet as at 31 March 2019

	Note	2019 £	2018 £
Fixed assets
Investments	4	89,751,215	89,938,030
Current assets
Cash at bank and in hand		63,887	94,588
Creditors: Amounts falling due within one year	5	(14,173)	(20,413)
Net current assets		49,714	74,175
Net assets		89,800,929	90,012,205
Capital and reserves
Called up share capital	6	147	147
Share premium reserve		77,197,178	77,197,178
Retained earnings		12,603,604	12,814,880
Shareholders' funds		89,800,929	90,012,205

For the financial year ended 31 March 2019 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006. The statement of income and the directors' report are not delivered to the Registrar of Companies in accordance with the special provisions applicable to companies subject to the small companies regime.

Approved and authorised for issue by the Board on 10 December 2019 and signed on its behalf by:
 

.........................................

Mr N M Leslau

Director

The notes on pages 5 to 10 form an integral part of these financial statements.

Page 3

Lesray Holdings Limited

Statement of Changes in Equity for the Year Ended 31 March 2019

Year ended 31 March 2019	Share capital £	Share premium reserve £	Retained earnings £	Total £
At 1 April 2018	147	77,197,178	12,814,880	90,012,205
Profit for the year	-	-	8,481,428	8,481,428
Total comprehensive income	-	-	8,481,428	8,481,428
Transactions with owners in the year:
Dividends paid	-	-	(8,692,704)	(8,692,704)
At 31 March 2019	147	77,197,178	12,603,604	89,800,929

Year ended 31 March 2018	Share capital £	Share premium reserve £	Retained earnings £	Total £
At 1 April 2017	147	69,056,573	12,647,402	81,704,122
Profit for the year	-	-	11,197,028	11,197,028
Total comprehensive income	-	-	11,197,028	11,197,028
Transactions with owners in the year:
Dividends paid	-	-	(11,029,550)	(11,029,550)
Share capital issued at a premium	-	8,140,605	-	8,140,605
At 31 March 2018	147	77,197,178	12,814,880	90,012,205

The notes on pages 5 to 10 form an integral part of these financial statements.

Page 4

Lesray Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2019

1	General information

The company is a private company limited by shares incorporated in England. The registered office address is shown on page 1.

The principal place of business is:
Cavendish House
18 Cavendish Square
London
W1G 0PJ

2	Accounting policies

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A Small Entities and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

Exemption from preparing group accounts

The company is the parent of a small group. The company has taken advantage of the exemption provided by section 398 of the Companies Act 2006 and has not prepared group accounts.

Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 102 Section 1A Small Entities may require the use of certain critical accounting estimates. It may also require the directors to exercise judgement in applying the accounting policies.

In preparing these financial statements, the directors have had to make the following judgements:

- Determine to what extent there are indicators of impairment of the company's investments that are carried at cost. Factors taken into consideration in reaching such a decision include knowledge as to the economic viability and expected future financial performance of the investments and the extent to which distributions received from the investments are linked to a reduction in the scale of operations and balance sheet value of the relevant underlying business.

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented.

Tax

The tax expense for the year comprises current and deferred tax, as applicable. Tax is recognised in profit or loss, except that a change attributable to an item of income or 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.

Page 5

Lesray Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2019

2	Accounting policies (continued)

The company's liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised in respect of all significant timing differences that have originated but not reversed by the balance sheet date, except that the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against suitable future taxable profits.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the end of the reporting period and that are expected to apply to the reversal of the timing difference.

Current and deferred tax assets and liabilities are not discounted.

Investments

Fixed asset investments in subsidiaries are stated at cost less any provision for impairment. Any impairment movements are included in the statement of income.

Income from shares in group undertakings

Income from investments in subsidiary undertakings is recognised on a receipts basis.

Cash and cash equivalents

Cash comprises cash at bank and in hand and includes deposits repayable on demand.

Trade and other creditors

Trade and other creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.

Financial instruments

Classification
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than its legal form.
 Recognition and measurement
The company's cash at bank and in hand, other debtors, trade creditors and any other creditors are measured initially at transaction price, and subsequently at amortised cost using the effective interest method.
 
 

Page 6

Lesray Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2019

3

Taxation

Tax charged in the income statement

	2019  £	2018  £
Current taxation
UK corporation tax on profit/(loss) for the year	-	-
	-	-

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK of 19% (2018 - 19%).

The differences are reconciled below:

	2019 £	2018 £
Profit before tax	8,481,428	11,197,028
Corporation tax at standard rate	1,611,471	2,127,435
Movement in impairment of investment not deductible in determining taxable profit (tax loss)	35,495	(41,620)
Tax decrease from effect of dividends from UK companies	(1,651,613)	(2,095,615)
Other tax effects for reconciliation between accounting profit and tax expense (income)	4,647	9,800
Total tax charge/(credit)	-	-

4	Investments

	2019 £	2018 £
Investments in subsidiaries	89,751,215	89,938,030

Page 7

Lesray Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2019

4	Investments (continued)

	£
Cost
At 1 April 2018	152,440,419
At 31 March 2019	152,440,419
Impairment
At 1 April 2018	62,502,389
Impairment in the year	186,815
At 31 March 2019	62,689,204
Carrying amount
At 31 March 2019	89,751,215
At 31 March 2018	89,938,030

Details of the investments in which the company holds a direct 20% or more of the nominal value of any class of share capital are as follows:

Subsidiary undertakings	Registered office	Holding	Proportion of voting rights and shares held
			2019	2018

Prestbury Investment Holdings Limited	Cavendish House 18 Cavendish Square London W1G 0PJ	Ordinary share capital	94.83%	94.83%
	England
18 Cavendish Square Limited	Cavendish House 18 Cavendish Square London W1G 0PJ	Ordinary share capital	100%	100%
	England

Prestbury Investment Holdings Limited (PIHL) is incorporated in England. Its principal activity is acting as a holding company to subsidiaries that carry out property investment related activities. As a parent of a small group that is not preparing group accounts, the company is exempt from the requirement to provide a full list of indirect subsidiaries. Details of these are disclosed in the financial statements of PIHL for the year ended 31 March 2019.

18 Cavendish Square Limited is incorporated in England. Its principal activity is ownership and management of a long leasehold property that is leased to a subsidiary of PIHL. It has no subsidiaries.

Charged assets

The company's interests in the shares of 18 Cavendish Square Limited are subject to a fixed charge in favour of the lender to that entity in respect of borrowings advanced to that entity by the lender.

Page 8

Lesray Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2019

5

Creditors

Creditors: amounts falling due within one year

	2019 £	2018 £
Due within one year
Trade creditors	-	9,013
Director's current account	373	-
Other creditors	13,800	11,400
	14,173	20,413

6	Share capital

Allotted, called up and fully paid shares

	As at 31 March 2019		As at 31 March 2018
	No.	£	No.	£
A Ordinary shares of £0.001 each	50,976	50.98	50,976	50.98
B Ordinary shares of £0.003 each	19,513	58.54	19,513	58.54
C Ordinary shares of £0.001 each	36,883	36.88	36,883	36.88
D Ordinary shares of £0.001 each	1,000	1.00	1,000	1.00
	108,372	147	108,372	147

Class rights

All classes of shares carry equal voting rights per share other than the D Ordinary shares which are non-voting. The rights of each class of share to dividends and rights in the event of a winding up are set out in the company's articles of association.

Shares issued in the prior year

On 24 November 2017, 2 further D Ordinary shares were issued in exchange for the acquisition by the company of the entire share capital of 18 Cavendish Square Limited, giving rise to a share premium of £8.14m.

Dividends to shareholders

Dividends totalling £8.69m (2018: £11.03m) were paid to shareholders in the year in accordance with their dividend rights as set out in the company's articles of association.

7	Ultimate controlling party

On 16 October 2019, Yoginvest Ltd became the immediate and ultimate parent undertaking of the company. Mr N M Leslau remains the ultimate controlling party of the company.

Page 9

Lesray Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2019

8	Employee information

The company had no employees, excluding the directors in the year (2018: nil). The directors did not receive any remuneration from the company in the year (2018: nil).

9	Post balance sheet events

Since the year end, the company has received further dividends totalling £19.59m from PIHL and paid further dividends of £19.59m to its shareholders.

Page 10