VISTRA READING HOLDINGS LIMITED - Limited company accounts 20.1

REGISTERED NUMBER: 09959865 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

FOR

VISTRA READING HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

Directors:

J A Burgoyne

P Doyle

D J Farman

D A Kemp

Secretary:

Accomplish Secretaries Limited

Registered office:

3rd Floor, 11-12 St. James's Square

London

SW1Y 4LB

Registered number:

09959865 (England and Wales)

Auditors:

Mazars LLP

Floor 5

Merck House

Seldown Lane

Poole

Dorset

BH15 1TW

Introduction

The directors present the Strategic Report of Vistra Reading Holdings Limited (the Company) for the year ended 31 December 2021, including an assessment of the risks impacting the Company.

Principal activity

The principal activity of the Company is to act as a holding company. The Company is part of the larger Vistra Group (note 14), which is a global corporate services provider.

Business review

Throughout the year the Company continued to hold direct investments in Vistra International Expansion Limited and Nortons Assurance Limited and indirect investments in USA2Europe Limited, Vistra Holdings GMBH, Vistra Assurance (Ireland) Limited and Sebhar Limited.

Going concern

The Company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent of the largest group for which consolidated financial statements are prepared, confirming continued financial support for at least twelve months from the date of signing the statutory accounts. The directors are satisfied that Vistra Group Holdings (BVI) II Limited has sufficient resources available to provide this support.

The directors consider that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing the statutory accounts and thus continue to adopt the going concern basis of accounting in preparing the financial statements.

Principal risks and uncertainties

The Company's activities expose it to a number of financial risks including credit risk and liquidity risks.

Credit risk

The Company's principal financial assets are other receivables and investments. The Company's direct exposure to credit risk is minimal as the receivables and investments relate to entities within the Vistra Group, which is cash generative.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Company receives finance from the Group as and when required.

'Brexit' risk

The UK officially left the EU on 31 January 2020, but negotiations to agree various trading arrangements have continued. The directors considered the likely effect of Brexit on the subsidiary companies forecast operating performance. Whilst Brexit may have caused some issues within our client base, Brexit has not had a material effect on the future revenue or profitability of the subsidiary companies.

Financial key performance indicators

The Company is a non-trading holding company, therefore the value of the investments held are considered the key financial performance indicators.

Future developments

The directors expect the Company to remain as a holding company in the forthcoming year.

On behalf of the board:

P Doyle - Director

29 September 2022

The directors present their report with the financial statements of the Company for the year ended 31 December 2021.

Principal activity

The principal activity of the Company is to act as a holding company. The Company is part of the larger Vistra Group (note 14), which is a global corporate services provider.

Dividends

No dividends will be distributed for the year ended 31 December 2021 (2020 : £Nil).

Results

The profit for the year, after taxation, amounted to £Nil. (2020 : £Nil).

Future developments

Details of future developments can be found in the strategic report on page two and form part of this report by cross- reference.

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:

J A Burgoyne

P Doyle

D J Farman

D A Kemp

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), 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 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.

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.

Auditors

The auditors, Mazars LLP, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

On behalf of the board:

P Doyle - Director

29 September 2022

Opinion

We have audited the financial statements of Vistra Reading Holdings Limited (the 'company') for the year ended 31 December 2021 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity 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 2021 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.

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 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 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 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.

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 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, 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 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 [X], 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.

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 identified that the principal risks of non-compliance with laws and regulations related to the UK tax legislation, anti-bribery, corruption and fraud, money laundering, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006.

We evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were 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 were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:

- Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations;

- Communicating identified laws and regulations throughout our 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.

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.

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.

Stephen Mills (Senior Statutory Auditor)

for and on behalf of Mazars LLP

Floor 5

Merck House

Seldown Lane

Poole

Dorset

BH15 1TW

30 September 2022

TURNOVER

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

Tax on profit

6

-

PROFIT FOR THE FINANCIAL YEAR

-

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

-

FIXED ASSETS

Investments

8

3,844,001

CURRENT ASSETS

Debtors

9

13,480,090

CREDITORS

Amounts falling due within one year

10

(2,855,987

)

(2,855,987

)

NET CURRENT ASSETS

10,624,103

TOTAL ASSETS LESS CURRENT
LIABILITIES

14,468,104

CAPITAL AND RESERVES

Called up share capital

11

2

Share premium

12

14,199,458

Retained earnings

12

268,644

14,468,104

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2022 and were signed on its behalf by:

P Doyle - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Balance at 1 January 2020

2

268,644

14,199,458

14,468,104

Changes in equity

Profit for the year

-

Balance at 31 December 2020

2

268,644

14,199,458

14,468,104

Changes in equity

Profit for the year

-

Balance at 31 December 2021

2

268,644

14,199,458

14,468,104

1.	STATUTORY INFORMATION

Vistra Reading Holdings 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.

The presentation currency of the financial statements is the Pound Sterling (£).

The principal activity of the Company is set out in the Strategic Report on page 2.

2.	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 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 judgement in applying the Company's accounting policies (see note 4).

The following principal accounting policies have been applied:

3.	ACCOUNTING POLICIES

3.1 Financial reporting standard 102- reduced disclosure exemptions

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

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows;

- the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

- the requirements of paragraphs 11.42,11.44,11.45,11.47,11.48(a)(iii), 11.48(a)(iv),11.48(b) and 11.48(c);

- the requirements of paragraphs 12.26.12.27,12.29(a),12.29(b) and 12.29 A;

- the requirements of paragraphs26.18 (b),26.19 to 26.21 and 26.23;

- the requirements of paragraph 33.7.

This information is included in the consolidated financial statements of Vistra Group Holding (BVI) II Limited as at 31 December 2021 and these financial statements may be obtained from Vistra Corporate Services Centre,Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

3.2 Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Vistra Group Holding (BVI) II Limited is the parent undertaking of the largest of the group undertakings to consolidate these financial statements as at 31 December 2021. The consolidated financial statements of the Vistra Group Holding (BVI) II Limited can be obtained from Vistra Corporate Services Centre,Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

3.3 Going concern

The Company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent of the largest group for which consolidated financial statements are prepared, confirming continued financial support will be provided for a period of at least twelve months from the signing of statutory accounts. The directors are satisfied that Vistra Group Holdings (BVI) II Limited has sufficient resources available to provide this support.

The directors consider that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing and thus continue to adopt the going concern basis of accounting in preparing the financial statements.

3.4 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

3.5 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.

3.6 Creditors

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3.7 Financial Instruments

The Company only enters into basic financial instrument transactions that result in the recognition of the financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investment in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account.

4.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. Due to the nature of business of Vistra Reading Holdings Limited, the directors deem the only area of judgement to be in respect of investments and the recoverability of intercompany debtors. The value of the investments is considered annually based on results against expectations, and any impairment is made where appropriate. To consider any impairment to the carrying the value of the investment in Norton's Assurance (£3,844,000 see note 8.) a discount factor was applied to assumed future cash flows, which concluded that no impairment was required. Key judgements taken when conducting the impairment review were: future growth, and the discount rate. A prudent view on future growth was taken, and sensitivity analysis concluded that future cash flows would have to contract 19% in year one and then 13% year on year thereafter to give rise to any impairment.

The recoverability of intercompany debtors are considered at a Vistra Group level.

5.	EMPLOYEES AND DIRECTORS

The Company has no employees other than the directors, who did not receive any remuneration during the year (2020:£ Nil).

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December 2020.

7.	AUDITOR'S REMUNERATION

The audit fees for 2021 and 2020 were borne by another company within the Group and have not been recharged to the Company.

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost

At 1 January 2021

and 31 December 2021

3,844,001

Net book value

At 31 December 2021

3,844,001

At 31 December 2020

3,844,001

The following were subsidiary undertakings of the company:

Name

Registered office

Nature of
holding

Class of
shares

Holding

Vistra International
Expansion Limited

Highlands House,Basingstoke Road,Spencers Wood,
Reading ,RG7 1NT,United Kingdom

Direct

Ordinary

100%

Nortons Assurance
Limited

Highlands House,Basingstoke Road, Spencers
Wood,Reading, RG7 1NT, United Kingdom

Direct

Ordinary

49.5%

USA2Europe
Limited

Highlands House,Basingstoke Road, Spencers
Wood,Reading, RG7 1NT, United Kingdom

Indirect

Ordinary

100%

Vistra Holdings
GMBH

Universitaetsstrasse 71, D-50931 Cologne, Germany

Indirect

Ordinary

49.5%

Vistra Assurance
(Ireland) Limited

32,Merrion Street Upper,Dublin 2 Ireland

Indirect

Ordinary

49.5%

Sebhar Limited

32,Merrion Street Upper,Dublin 2 Ireland

Indirect

Ordinary

49.5%

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.21

31.12.20

£

Amounts owed by group undertakings

13,480,090

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.21

31.12.20

£

Amounts owed to group undertakings

2,855,987

11.	CALLED UP SHARE CAPITAL

31/12/21

31/12/20

£

Allotted,called up and fully paid

2 (2020-2) Ordinary shares of £1.00 each

2

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

At 1 January 2021

268,644

14,199,458

14,468,102

Profit for the year

-

At 31 December 2021

268,644

14,199,458

14,468,102

Share premium account

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

13.	POST BALANCE SHEET EVENTS

There were no events subsequent to the balance sheet date that have required adjustment to or disclosure in the financial statements.

14.	CONTROLLING PARTY

Vistra Holdings (UK) Limited, a company registered in England and Wales,is the immediate parent company. The Company's ultimate parent undertaking is Vistra Group Holdings (BVI) III Limited, a company incorporated under the laws of the British Virgin Islands and whose registered office is located at Craigmuir Chambers, P.O Box 4714, Road Town, Tortola, VG1110, British Virgin Islands.