Caseware UK (AP4) 2021.0.152 2021.0.152 2021-12-312021-05-012021-05-012021-12-312020-09-22falseNo description of principal activity30falsefalse 12896673 2020-09-21 12896673 2020-09-22 2021-12-31 12896673 2020-01-01 2020-09-21 12896673 2021-12-31 12896673 1 2020-09-22 2021-12-31 12896673 5 2020-09-22 2021-12-31 12896673 d:Director1 2020-09-22 2021-12-31 12896673 d:Director1 2021-12-31 12896673 d:Director2 2020-09-22 2021-12-31 12896673 d:Director2 2021-12-31 12896673 d:Director3 2020-09-22 2021-12-31 12896673 d:Director3 2021-12-31 12896673 d:RegisteredOffice 2020-09-22 2021-12-31 12896673 e:OfficeEquipment 2020-09-22 2021-12-31 12896673 e:OfficeEquipment 2021-12-31 12896673 e:OfficeEquipment e:OwnedOrFreeholdAssets 2020-09-22 2021-12-31 12896673 e:CurrentFinancialInstruments 2021-12-31 12896673 e:CurrentFinancialInstruments e:WithinOneYear 2021-12-31 12896673 e:UKTax 2020-09-22 2021-12-31 12896673 e:ShareCapital 2020-09-22 2021-12-31 12896673 e:ShareCapital 2021-12-31 12896673 e:RetainedEarningsAccumulatedLosses 2020-09-22 2021-12-31 12896673 e:RetainedEarningsAccumulatedLosses 2021-12-31 12896673 d:OrdinaryShareClass1 2020-09-22 2021-12-31 12896673 d:OrdinaryShareClass1 2021-12-31 12896673 d:FRS102 2020-09-22 2021-12-31 12896673 d:Audited 2020-09-22 2021-12-31 12896673 d:FullAccounts 2020-09-22 2021-12-31 12896673 d:PrivateLimitedCompanyLtd 2020-09-22 2021-12-31 xbrli:shares iso4217:GBP xbrli:pure
Company registration number: 12896673







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2021


REDLINE CAPITAL PARTNERS (UK) LIMITED






































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REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
COMPANY INFORMATION


Directors
E D Charles (appointed 13 December 2021)
D A Spector (appointed 1 May 2021)




Registered number
12896673



Registered office
Lynton House
7-12 Tavistock Square

London

WC1H 9LT




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT





 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 



CONTENTS



Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditors' report
7 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Statement of cash flows
14
Analysis of net debt
15
Notes to the financial statements
16 - 22


 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021

Introduction
 
The directors present their strategic report for Redline Capital Partners (UK) Limited (the “Company”) for the period from 22 September 2020 until 31 December 2021 (the “Relevant Financial Period”). The Company’s registration number is 12896673.

Business review
 
The Company has been in existence since 22 September 2020.  
The principal activity of the Company during the Relevant Financial Period was provision of investment advisory services to its sole client - Redline Capital Partners S. A. (“RCP” or the “Fund”). 
RCP is a specialised investment fund under the form of a société anonyme (Société d'Investissement à Capital Variable - Fonds d'Investissement Spécialisé, SICAV-SIF).  RCP is domiciled in Luxembourg. The Fund’s capital is coming from the Company’s ultimate parent, Instacom International S.A. SPF (“Instacom”).  The Fund is a public equity fund investing in US listed public equities in the life sciences and healthcare sectors.
The Company provides to RCP advice and service in relation to portfolio management of the Fund (including sourcing of new investments; research and financial analysis; and performing due diligence on the new investments) as described in more detail in the Advisory Support Agreement between the two entities.
At the end of the Relevant Financial Period, the Company had three employees. The Company has also engaged the services of one non-executive director. During the Relevant Financial Period, there was no staff turnover and the Company added one net employee. 
On 22 November 2021, the Company became authorised by the Financial Conduct Authority (the “FCA”) as an investment manager. From 1 February 2022, the principal activity of the Company became provision of portfolio management of RCP in its transitioned form of a SICAV-RAIF (Société d’investissement à capital variable – Fonds d’investissement Alternatif Réservé) through a delegated mandate by RCP’s Alternative Investment Fund Manager (AIFM), FundRock Management Company S.A. through an Investment Management Agreement. 
Staff turnover in the Company is low. After the end of the Relevant Financial Period, there was no net turnover of staff; one employee departed for personal reason and there was an addition of a director as an employee from 1 January 2022. 
The Company adapted well to the necessity for all staff to work from home due to the COVID-19 pandemic and there have been no disruption to the day-to-day activities of the Company.  

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 principal risks are the discontinuation of the advisory fees received in respect of services provided under the investment services agreement, and senior staff turnover.
Both of these risks are substantially mitigated by the ongoing need for active management of the Fund. From 1 January 2022, the Company has also acquired insurance to cover its key persons risks. 

Page 1

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021

Key performance indicators
 
The key performance indicators the directors used to monitor performance during the Relevant Financial Period are summarised below:
 
Profit. The Company’s profit at the end of the Relevant Financial Period amounted to £49,487.

NAV of the Fund. NAV of the Fund as at end of the Relevant Financial Period amounted to $84.4 million.  

Staff Retention.  The Company hopes to maintain both a culture and remuneration structure which are attractive to the employees.    

Plans for the future
 
The Company intends to continue its principal activities of provision of portfolio management services to the Fund. 

Credit risk

The company's maximum exposure to credit risk in relation to financial assets arises from its bank balances and other debtors (i.e. RCP). Credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

Liquidity and cash flow risk

The Company's policy on liquidity risk is to ensure that significant cash is available to fund on-going operations. The Company has no external borrowing facilities and is reliant on shareholder support. The Company has issued two million ordinary shares at £1 each to its shareholder after the Relevant Financial Period, which were fully paid up for a total of £2 million.    
The Company manages its liquidity and cash flow risk by reviewing cash flow forecasts on a regular basis to identify any liquidity or capital shortfalls.

Post balance sheet events and going concern considerations

Conflict in Ukraine
On 24 February 2022, Russia invaded Ukraine. As of the date of this report, the conflict is ongoing. The ongoing conflict and related sanctions targeted against the Russian Federation may have an impact on the UK economy and globally. Although neither the Company nor the Fund it advises have any direct exposure to or investments in Ukraine, Russia or Belarus, some of the shareholders in the ultimate parent company of the Company are connected to Russia. As a result of this connection, the Company is facing some operational difficulties as certain of its service providers have served notices terminating their relationship with the Company.
 
Although this is negatively affecting the Company’s operations, the Directors do not believe that this will prevent the Company from operating as going concern. The Company is planning to either replace the service providers or move some of the relevant services that have been outsourced in-house. 
 
In addition, the general economic situation may have an adverse impact on the performance of the Fund and, consequently, the amount of the management fee the Company may charge. At this stage, management is not able to reliably estimate the impact as events are unfolding day-by-day, but given the uncorrelated nature of the Fund’s investments, it is not expected to be severe.  
 
UK Sanctions Designations 
 
On 13 April 2022, one of the minority shareholders of the Company’s ultimate parent company (the “Designated Individual”) was designated in the UK under the Russia (Sanctions) (EU Exit) Regulations (“UK Sanctions Regulations”).
 
 
Page 2

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021

The Directors are of the view that that Designated Individual does not “control” (as defined in the UK Sanctions Regulations) the Company and, therefore, the Company should not be affected by the designation. 
 
Following the designation, the Company has retained an independent firm of solicitors, Corker Binning Limited (“Corker Binning”), to perform the analysis as to whether the Company is controlled by the Designated Individual and provide legal opinion to this effect. Corker Binning had no previous involvement with the Company or its affiliates and was able to approach the task independently. Neither the Directors nor the management have instructed Corker Binning to reach a particular view.  Following an extensive analysis of the corporate documents and after conducting interviews of the Directors and management, Corker Binning came to the conclusion that the Company was not controlled by the Designated Individual and is therefore not itself indirectly designated. 
 
However, notwithstanding the above, the Company is facing certain operational difficulties following the designation. 
 
Most importantly, the Company’s corporate bank (Barclays PLC) has taken a risk averse approach and has frozen the Company’s bank accounts until the Company receives a formal confirmation of its status from the Office of the Financial Sanctions Implementation (the “OFSI”), the UK regulator responsible for sanctions implementation. As a result, the Company has been unable to pay salaries to its employees, pay its service providers or make the relevant contributions to the HMRC. 
 
Immediately following the designation, the Company reached out to the OFSI and requested confirmation that it is not indirectly designated under the UK Sanctions Regulations.  Although a substantive response has not been obtained as at the date of this report, on 19 July 2022, the OFSI confirmed to the Company that it does not require any further information regarding the Company’s request. The OFSI has also confirmed that they understand the urgency of the request and that the Company’s query has been prioritised.   
 
Therefore, it is currently the Directors’ expectation that the OFSI will issue the requested confirmation shortly and the Company will be able to resume its normal operations thereafter, including the settlement of outstanding salaries, taxes and other payables. However, if the OFSI were to come to a different conclusion, the Company’s operations will be restricted to those for which it is able to receive an appropriate licence from the OFSI, likely a material reduction from the current level. In this event, the Directors fully expect that a licence would also be granted to permit settlement of all accrued liabilities.
 
The Directors note that although the employees have not received their salaries since March 2022, there have been no resignations linked to the designation or associated aftermath from any of the team members. Similarly, the Fund continues to perform well, and the management fee continues to accrue to the Company. The Company continues to have sufficient funds to meet its liabilities and obligations as they fall due and to operate on a going concern basis.  

How the Directors Perform their Duties under Section 172 (1) of the Companies Act 2006
 
The board of directors of the Company consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below.
The principal factors affecting the Company’s employees and stakeholders is the failure to ensure adequate investment performance of the Fund and the failure to generate meaningful revenues which could put the future of the Company at risk.  
The Company carefully selects its suppliers and counterparties.
The Directors understand that the decisions made regarding the Company will affect all employees, so the employees are kept informed of developments and informed in future plans. Given the Company’s size, a collaborative environment is not difficult to achieve and it is part of the Company’s corporate culture.

Page 3

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021


This report was approved by the board and signed on its behalf.



D A Spector
Director

Date: 19 August 2022

Page 4

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021

The Directors present their report and the financial statements for the period ended 31 December 2021.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the period, after taxation, amounted to £49,487.

The Directors did not propose any dividends.

Directors

The Directors who served during the period were:

E D Charles (appointed 13 December 2021)
D A Spector (appointed 1 May 2021)
A J I Cookson (appointed 22 September 2020, resigned 14 September 2021)

Future developments

The Company intends to continue its principal activities of provision of portfolio management services to the Fund. 

Matters covered in the strategic report

The Company has chosen in accordance with Section 414C(II) of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 to set out within the Company’s Strategic Report, the information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review, details of the principal risks and uncertainties and the company's approach to compliance with Section 172(1) of the Companies Act 2006.

Page 5

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

Please refer to the Strategic Report.

Auditors

The auditorsMenzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





D A Spector
Director

Date: 19 August 2022

Page 6

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REDLINE CAPITAL PARTNERS (UK) LIMITED

Opinion


We have audited the financial statements of Redline Capital Partners (UK) Limited (the 'Company') for the period ended 31 December 2021, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 2021 and of its profit 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 related to going concern


We draw attention to note 2.2 in the financial statements, which indicates that following the Russia / Ukraine conflict, the Company has had difficulties with some of its service providers including its bank account. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, 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.


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. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included discussion with management as to their future abilities to meet its financial requirements.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Page 7

 


REDLINE CAPITAL PARTNERS (UK) LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REDLINE CAPITAL PARTNERS (UK) LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' 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.


Opinion 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 period 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 the 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 5, 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.


Page 8

 


REDLINE CAPITAL PARTNERS (UK) LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REDLINE CAPITAL PARTNERS (UK) LIMITED (CONTINUED)

Auditors' 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 Auditors' 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.


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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
The Companies Act 2006;
Financial Reporting Standard 102;
UK employment legislation;
UK health and safety legislation;
General Data Protection Regulations; 
UK tax legislation;
General Prudential Sourcebook (GENPRU); and
Prudential sourcebook for Banks, Building Societies and Investment Firms (BIPRU).

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the company secretary.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
Identifying and assessing the measures 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;
Challenging assumptions and judgments made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests; or
Posting of unusual journals and complex transactions.


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 Auditors' report.


Page 9

 


REDLINE CAPITAL PARTNERS (UK) LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REDLINE CAPITAL PARTNERS (UK) LIMITED (CONTINUED)

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 2006Our 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 Auditors' 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.





Ralph Mitchison FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Lynton House
7-12 Tavistock Square
London
WC1H 9LT

19 August 2022
Page 10

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2021

22 September 2020 to
31 December
2021
Note
£

  

Turnover
 4 
1,275,461

Gross profit
  
1,275,461

Administrative expenses
  
(1,214,725)

Operating profit
 5 
60,736

Tax on profit
 8 
(11,249)

Profit for the financial period
  
49,487

There was no other comprehensive income for 2021 (2020:£NIL).

The notes on pages 16 to 22 form part of these financial statements.

Page 11

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
REGISTERED NUMBER:12896673



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
Note
£

Fixed assets
  

Tangible assets
 9 
1,395

  
1,395

Current assets
  

Debtors: amounts falling due within one year
 10 
309,758

Cash at bank and in hand
  
512,777

  
822,535

Creditors: amounts falling due within one year
 12 
(274,442)

Net current assets
  
 
 
548,093

Total assets less current liabilities
  
549,488

  

Net assets
  
549,488


Capital and reserves
  

Called up share capital 
  
500,001

Profit and loss account
  
49,487

  
549,488


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D A Spector
Director

Date: 19 August 2022

The notes on pages 16 to 22 form part of these financial statements.

Page 12

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Profit for the period
-
49,487
49,487
Total comprehensive income for the period
-
49,487
49,487

Shares issued during the period
500,001
-
500,001


Total transactions with owners
500,001
-
500,001


At 31 December 2021
500,001
49,487
549,488

The notes on pages 16 to 22 form part of these financial statements.

Page 13

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 



STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2021

2021
£

Cash flows from operating activities

Profit for the financial period
49,487

Adjustments for:

Depreciation of tangible assets
232

Taxation charge
11,249

(Increase)/decrease in debtors
(309,758)

Increase in creditors
262,051

Increase in amounts owed to groups
1,142

Net cash generated from operating activities

14,403


Cash flows from investing activities

Purchase of tangible fixed assets
(1,627)

Net cash from investing activities

(1,627)

Cash flows from financing activities

Issue of ordinary shares
500,001

Net cash used in financing activities
500,001

Net increase in cash and cash equivalents
512,777

Cash and cash equivalents at the end of period
512,777


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
512,777

512,777


The notes on pages 16 to 22 form part of these financial statements.

Page 14

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 



ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2021



Cash flows
At 31 December 2021
£

£

Cash at bank and in hand

512,777

512,777


512,777
512,777

The notes on pages 16 to 22 form part of these financial statements.

Page 15

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

1.


General information

Redline Capital Partners (UK) Limited is a private company limited by shares incorporated in England & Wales under the Companies Act 2006. The address of the registered office is disclosed on the Company Information page. 
The principal activity is set out in the Strategic Report.
The Company's functional and presentational currency is GBP. 

2.Accounting policies

 
2.1

Basis of preparation of 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 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

As discussed in the Strategic Report, some of the shareholders in the ultimate parent company of the Company are connected to Russia. As a result of this connection, the Company is facing some operational difficulties as certain of its service providers have served notices terminating their relationship with the Company.
 
Although this is negatively affecting the Company’s operations, the Directors do not believe that this will prevent the Company from operating as going concern. The Company is planning to either replace the service providers or move some of the relevant services that have been outsourced in-house. 
Therefore, the Directors consider the Company to continue as a going concern.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is recognised over
the period to which the services are provided.

 
2.4

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 16

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and 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.

The current income 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 income.

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.7

Financial instruments

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


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Directors do not consider there to be any critical accounting estimates nor any significant judgements


4.


Turnover

The whole of the turnover is attributable to the provision of services to entities in Luxembourg.

Page 17

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

5.


Operating profit

The operating profit is stated after charging:

22 September 2020 to
31 December
2021
£

Exchange differences
(811)


6.


Auditors' remuneration

22 September 2020 to
31 December
2021
£


Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements
7,100



Page 18

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

7.


Employees

Staff costs were as follows:


22 September 2020 to
31 December
2021
£

Wages and salaries
1,025,913

Social security costs
130,415

Cost of defined contribution scheme
3,518

1,159,846


The average monthly number of employees, including the Directors, during the period was as follows:


22 September 2020 to
     31 December
        2021
            No.






Investment team
3


8.


Taxation


22 September 2020 to
31 December
2021
£

Corporation tax


Current tax on profits for the year
11,249


11,249


Total current tax
11,249
Page 19

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
 
8.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

22 September 2020 to
31 December
2021
£


Profit on ordinary activities before tax
60,736


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
11,540

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
67

Capital allowances for period in excess of depreciation
(358)

Total tax charge for the period
11,249


Factors that may affect future tax charges

There are no factors expected to affect future tax charges.

Page 20

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

9.


Tangible fixed assets





Office equipment

£



Cost or valuation


Additions
1,627



At 31 December 2021

1,627



Depreciation


Charge for the period on owned assets
232



At 31 December 2021

232



Net book value



At 31 December 2021
1,395


10.


Debtors

2021
£


Other debtors
3,283

Prepayments and accrued income
306,475

309,758



11.


Cash and cash equivalents

2021
£

Cash at bank and in hand
512,777

512,777


Page 21

 


REDLINE CAPITAL PARTNERS (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021

12.


Creditors: Amounts falling due within one year

2021
£

Trade creditors
1,512

Amounts owed to group undertakings
1,142

Corporation tax
11,249

Accruals and deferred income
260,539

274,442



13.


Share capital

2021
£
Allotted, called up and fully paid


500,001 Ordinary shares shares of £1.00 each
500,001


On 25 October 2021 £500,000 of ordinary shares were issues at par.
Following the year end, 2,000,000 shares have been issued at par.


14.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated profits.


15.


Controlling party

The Company's immediate and ultimate parent company is Instacom International S.A. SPF, a company registered in Luxembourg.
There is not considered to be one controlling party.

 
Page 22