Lucess Topco Limited - Period Ending 2020-12-31
Lucess Topco Limited - Period Ending 2020-12-31
Registration number:
for the Period from 22 November 2019 to
Lucess Topco Limited
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Profit and Loss Account |
|
|
Balance Sheet |
|
|
Statement of Changes in Equity |
|
|
Notes to the Financial Statements |
Lucess Topco Limited
Company Information
|
Directors |
T G Eyles R B Sanders L G Tamberlin |
|
Registered office |
|
|
Auditors |
|
Lucess Topco Limited
Strategic Report for the Period from 22 November 2019 to 31 December 2020
The directors present their strategic report for the period from 22 November 2019 to 31 December 2020.
Principal activity
The principal activity of the company is as a holding company.
Fair review of the business
The results for the period, which are set out in the profit and loss account, show an operating loss of £45,907. At 31 December 2020, the company had net assets of £5,364,231. The directors consider the performance for the period and the financial position at the period end to be satisfactory.
Principal risks and uncertainties
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to ongoing compliance with current and future legislation affecting the sector.
Approved by the
Director
Lucess Topco Limited
Directors' Report for the Period from 22 November 2019 to 31 December 2020
The directors present their report and the financial statements for the period from 22 November 2019 to 31 December 2020.
Incorporation
The company was incorporated and commenced trading on
Directors of the company
The directors who held office during the period were as follows:
Financial instruments
Objectives and policies
The board constantly monitors the company's trading results and revise projections as appropriate to ensure that the company can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The company is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures.
In accordance with the Financial Reporting Council's 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009', the directors of all companies are now required to provide disclosures regarding the adoption of the going concern basis of accounting.
The company has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the company to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Disclosure of information to the auditors
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Appointment of auditors
Hazlewoods LLP were appointed as auditors to the company during the period and have expressed their willingness to continue in office.
Approved by the
Director
Lucess Topco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, 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 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 apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards has been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | 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.
Lucess Topco Limited
Independent Auditor's Report to the Members of Lucess Topco Limited
Opinion
We have audited the financial statements of Lucess Topco Limited (the 'company') for the period from 22 November 2019 to 31 December 2020, which comprise the Profit and Loss Account, Balance Sheet, 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 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 December 2020 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. |
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
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
|
• |
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or |
|
• |
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. |
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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 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.
Lucess Topco Limited
Independent Auditor's Report to the Members of Lucess Topco Limited
Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 4, 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.
Lucess Topco Limited
Independent Auditor's Report to the Members of Lucess Topco Limited
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:
Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).
In identifying and assessing risks of material mis-statement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the company financial statements or that had a fundamental effect on the company's operations. We determined that the most significant laws and regulations included UK GAAP, UK Companies Act 2006 and taxation laws.
• We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management, those responsible for legal and compliance procedures.
• We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.
Audit procedures performed by the engagement team included:
• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process. Detailed analysis of journals posted through the accounting system during the year to 31 December 2020 has been undertaken;
• Understanding the controls in place to prevent and detect fraud. Reliance was not placed on controls for the entirety of the audit, instead taking a substantive testing approach, however controls were in place to prevent fraud, and they appeared to be working effectively;
• Challenging assumptions and judgements made by management in its significant accounting estimates.
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 our 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
Windsor House
Bayshill Road
GL50 3AT
Lucess Topco Limited
Profit and Loss Account for the Period from 22 November 2019 to 31 December 2020
|
22 November 2019 to 31 December 2020 |
|
|
Turnover |
- |
|
Administrative expenses |
( |
|
Loss before tax |
( |
|
Taxation |
- |
|
Loss for the financial period |
( |
The above results were derived from continuing operations.
The company has no other comprehensive income for the period.
Lucess Topco Limited
(Registration number: 12328043)
Balance Sheet as at 31 December 2020
|
Note |
31 December 2020 |
|
|
Fixed assets |
||
|
Investments |
|
|
|
Current assets |
||
|
Debtors |
|
|
|
Creditors: Amounts falling due within one year |
( |
|
|
Net current assets |
|
|
|
Net assets |
|
|
|
Capital and reserves |
||
|
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Profit and loss account |
( |
|
|
Total equity |
|
Approved and authorised by the
Director
Lucess Topco Limited
Statement of Changes in Equity for the Period from 22 November 2019 to 31 December 2020
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
Loss for the period |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
At 31 December 2020 |
|
|
( |
|
Lucess Topco Limited
Notes to the Financial Statements for the Period from 22 November 2019 to 31 December 2020
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the parent company.
Name of parent of group
These financial statements are consolidated in the financial statements of Lucess InvestCo Limited.
The financial statements of Lucess InvestCo Limited may be obtained from Companies House.
Group accounts not prepared
Disclosure of long or short period
Going concern
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Lucess Topco Limited
Notes to the Financial Statements for the Period from 22 November 2019 to 31 December 2020
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquiisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Lucess Topco Limited
Notes to the Financial Statements for the Period from 22 November 2019 to 31 December 2020
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Lucess Topco Limited
Notes to the Financial Statements for the Period from 22 November 2019 to 31 December 2020
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
22 November 2019 to 31 December 2020 |
|
|
Wages and salaries |
|
|
Social security costs |
|
|
|
The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:
|
22 November 2019 to 31 December 2020 |
|
|
Administration and support |
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
|
2020 |
|
|
Remuneration |
|
|
Investments |
|
2020 |
|
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
Additions and at 31 December 2020 |
|
Lucess Topco Limited
Notes to the Financial Statements for the Period from 22 November 2019 to 31 December 2020
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
|
2020 |
|||||||
|
Subsidiary undertakings |
|||||||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
The principal activity of Celsus Group Limited is that of a head office company. The principal activity of Lucess Bidco Limited is that of an investment company in the trading subsidiaries as well as providing management expertise. All other companies are that of staffing, medical services, managed services, consultancy and training and a medical deputising service.
|
Debtors |
|
31 December 2020 |
|
|
Amounts owed by group undertakings |
|
|
Other debtors |
|
|
|
|
Creditors |
|
31 December 2020 |
|
|
Due within one year |
|
|
Amounts due to group undertakings |
|
Lucess Topco Limited
Notes to the Financial Statements for the Period from 22 November 2019 to 31 December 2020
|
Share capital |
Allotted, called up and fully paid shares
|
31 December 2020 |
||
|
No. |
£ |
|
|
|
|
920 |
|
|
|
22 |
|
|
|
5,307,940 |
|
|
|
|
2 Ordinary shares of £1 were allotted upon incorporation. On 6 March 2020, these shares were redesignated as 200 A Ordinary shares of £0.01.
New shares allotted
|
During the period, 79,800 A Ordinary shares having an aggregate nominal value of £798 were allotted for an aggregate consideration of £798. These shares were allotted on 6 March 2020. |
|
During the period, 6,000 B Ordinary shares having an aggregate nominal value of £60 were allotted for an aggregate consideration of £1. These shares were allotted on 6 March 2020. |
|
During the period, 5,120,000 Preference shares having an aggregate nominal value of £5,120,000 were allotted for an aggregate consideration of £5,120,000. These shares were allotted on 6 March 2020. |
|
During the period, 6,000 C Ordinary shares having an aggregate nominal value of £60 were allotted for an aggregate consideration of £1. These shares were allotted on 6 March 2020. |
|
During the period, 2,198 B Ordinary shares having an aggregate nominal value of £22 were allotted for an aggregate consideration of £1. These shares were allotted on 13 May 2020. |
|
During the period, 187,940 Preference shares having an aggregate nominal value of £187,940 were allotted for an aggregate consideration of £187,940. These shares were allotted on 13 May 2020. |
On 10 July 2020 6000 B Ordinary shares and 6000 C Ordinary shares were redesignated as 12000 A Ordinary shares.
|
Parent and ultimate parent undertaking |
The ultimate parent is
There is considered to be no single controlling party of Lucess InvestCo Limited.