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Company Information
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Contents
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Directors' report
For the year ended 31 December 2021
The directors present their annual report together with the financial statements of UNLU Securities Limited ('the company') for the year ended 31 December 2021.
The loss for the year, after taxation, amounted to £281,333 (2020 - £343,996).
The directors did not recommend payment of a dividend during the year.
The directors who served during the year were:
The directors are responsible for preparing the Directors' report, the Strategic report and the financial statements of UNLU Securities Limited ('the company') in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements of UNLU Securities Limited ('the company') for each financial year. Under that law the directors have elected to prepare the financial statements of UNLU Securities Limited ('the company') 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 of UNLU Securities Limited ('the company') 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 of UNLU Securities Limited ('the company'), 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 of UNLU Securities Limited ('the company') 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 of UNLU Securities Limited ('the company') 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.
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Directors' report (continued)
For the year ended 31 December 2021
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report
information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments, engagement with employees, suppliers, customers and others.
This report was approved by the board on
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Strategic report
For the year ended 31 December 2021
The directors present the strategic report of the company for the year ended 31 December 2021.
The directors are satisfied with the results for the year and expect growth in the future performance of the company.
The company has not been materially impacted by the COVID-19 pandemic and the directors are committed to achieving strong returns and growth going forward.
Foreign currency risk
The company is not exposed to foreign currency risk. Credit risk The company is not exposed to any credit risk. Liquidity risk The company is not exposed to significant liquidity risks. Interest rate risk The company is not exposed to significant interest rate risks.
The company continues to be loss making in the year, earning income of £10,000 (2020 - £nil) and reporting a loss of £281,333 for the year ended 31 December 2021. Despite this, the company remains in a net asset position of £158,541 as at the year end, with a cash balance of £188,768. The parent company, UNLU Menkul Degerler A.S. ('the parent') provides the company with financial support by way of equity finance and holds all the Ordinary share capital in the company. The company is therefore reliant on the support of the parent company to be able to pay its debts as they fall due.
The directors of the parent company have confirmed that it will continue to provide sufficient financial support to enable the company to meet its past and future financial obligations and commitments as and when they fall due for the foreseeable future, for a period of at least 12 months from the date of approval of the company's financial statements for the year ended 31 December 2021. In reviewing the going concern status of the company, the directors have also considered the impact of the COVID-19 pandemic on the company's operations, with a particular focus on its effect on the company's suppliers, directors, and employee. The directors do not consider this to be cause for material uncertainty in respect of the company’s ability to continue as a going concern. The company has adapted well, successfully employing contingency plans, and the directors consider that the company has sufficient financial resources to continue for the foreseeable future.
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Strategic report (continued)
For the year ended 31 December 2021
Going concern (continued)
Although the directors are confident that the company has sufficient cash as at the reporting date, and post year end, to meet its debts as they fall due, should the company require additional capital contributions the directors have no doubts that can be raised. Since the reporting date, the company has obtained additional capital contributions from UNLU Menkul Degerler A.S.. The directors therefore do not consider there to be a material uncertainty in relation to going concern.
Given the nature of the business, the directors are of the opinion that analysis using KPIs is not necessary for an
understanding of the development, performance or position of the business.
The directors have acted, both individually and together, in a way that they consider in good faith would be the most
likely to promote the success of the company. The directors continue to have regard to the interests of the company’s employee, suppliers and investors, including the impact of its activities on the company’s reputation when making decisions.
UNLU Securities UK Limited follows best employment practice and provides employment opportunities to all genders, abilities and nationalities, adhering to current laws and regulations.
UNLU Securities UK Limited outsources many of its non-core functions and most suppliers have had a relationship with the company for a considerable period of time. The company follows best business practice and reviews its existing suppliers on a regular basis.
This report was approved by the board on 26 April 2022 and signed on its behalf.
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Independent auditor's report to the members of UNLU Securities UK Limited
For the year ended 31 December 2021
We have audited the financial statements of UNLU Securities UK Limited (the 'company') for the year 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 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).
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 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.
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.
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Independent auditor's report to the members of UNLU Securities UK Limited (continued)
For the year ended 31 December 2021
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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.
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.
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Independent auditor's report to the members of UNLU Securities UK Limited (continued)
For the year ended 31 December 2021
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.
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:
How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing regulated financial brokerage firms;
∙we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
∙we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with members and other management at the planning stage, and from our knowledge and experience of regulated financial brokerage firms;
∙the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations;
∙we considered the impact of COVID-19 on the company and its internal controls;
∙we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including the Companies Act 2006, The Financial Services and Markets Act 2000, employment legislation, and taxation legislation; and
∙we considered the impact of Brexit on the company and the laws and regulations above.
We assessed the extent of compliance with the laws and regulations identified above through:
∙making enquiries of management;
∙inspecting legal expenditure throughout the year for any potential litigation or claims;
∙considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process, taking into account the impact of COVID-19 on controls during the year;
∙reviewed journal entries throughout the year to identify unusual transactions, particularly in relation to expenditure;
∙performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
∙reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company’s management; and
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Independent auditor's report to the members of UNLU Securities UK Limited (continued)
For the year ended 31 December 2021
∙carried out substantive testing to check the occurrence and cut-off of expenditure.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC, the Financial Conduct Authority and the company’s legal advisors.
There are inherent limitations in our audit procedures described above. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error as they may involve deliberate concealment or collusion. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the members and other management and the inspection of regulatory and legal correspondence, if any.
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.
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
Statutory Auditor
130 Wood Street
EC2V 6DL
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Statement of comprehensive income
For the year ended 31 December 2021
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Statement of financial position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 13 to 20 form part of these financial statements.
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Statement of changes in equity
For the year ended 31 December 2021
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Statement of cash flows
For the year ended 31 December 2021
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Notes to the financial statements
For the year ended 31 December 2021
UNLU Securities UK Limited is a private company limited by shares and incorporated in England & Wales. Its registered office and principal place of business is 53 Davies Street, London, W1K 6JH. The registered number of the company is 11424995.
2.Accounting policies
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 Republic of Ireland' ('FRS 102') 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:
The company continues to be loss making in the year, earning no income and reporting a loss of £281,333 for the year ended 31 December 2021. Despite this, the company remains in a net asset position of £158,541 as at the year end, with a cash balance of £188,768. The parent company, UNLU Menkul Degerler A.S. ('the parent') provides the company with financial support by way of equity finance and holds all the Ordinary share capital in the company. The company is therefore reliant on the support of the parent company to be able to pay its debts as they fall due.
The directors of the parent company have confirmed that it will continue to provide sufficient financial support to enable the company to meet its past and future financial obligations and commitments as and when they fall due for the foreseeable future, for a period of at least 12 months from the date of approval of the company's financial statements for the year ended 31 December 2021. In reviewing the going concern status of the company, the directors have also considered the impact of the COVID-19 pandemic on the company's operations, with a particular focus on its effect on the company's suppliers, directors, and employee. The directors do not consider this to be cause for material uncertainty in respect of the company’s ability to continue as a going concern. The company has adapted well, successfully employing contingency plans, and the directors consider that the company has sufficient financial resources to continue for the foreseeable future. Although the directors are confident that the company has sufficient cash as at the reporting date, and post year end, to meet its debts as they fall due, should the company require additional capital contributions the directors have no doubts that can be raised. The directors therefore do not consider there to be a material uncertainty in relation to going concern. The financial statements have therefore been prepared on the going concern basis.
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Notes to the financial statements
For the year ended 31 December 2021
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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.
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Notes to the financial statements
For the year ended 31 December 2021
2.Accounting policies (continued)
In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.
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Notes to the financial statements
For the year ended 31 December 2021
or key sources of estimation uncertainty.
Analysis of revenue by country of destination:
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Notes to the financial statements
For the year ended 31 December 2021
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Notes to the financial statements
For the year ended 31 December 2021
An analysis of changes in net debt has not been presented as all of the company’s cash flows relate to movements
in cash, and the company has no items to include in such an analysis.
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Notes to the financial statements
For the year ended 31 December 2021
During the year, 330,000 Ordinary shares were issued at par to the immediate parent company, Unlu Menkul Dergerler A.S.
Profit and loss account
The profit and loss account includes cumulative profits or losses net of any dividends paid.
The company operates a defined contributions pension scheme. The assets of the scheme are held separately
from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £ 1,064. At the year end date £258 (2020 - £511) remained due to the fund.
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Notes to the financial statements
For the year ended 31 December 2021
The company is a subsidiary undertaking of Unlu Menkul Degerler A.S. Unlu Menkul Dergerler A.S. is a wholly owned subsidiary of Unlu Yatirim Holding A.S.Mahmut Unlu holds the majority of shares in Unlu Yatirim Holding A.S. Therefore the ultimate controlling party is Mahmut Unlu.
The largest group in which the results of the Company are consolidated is that headed by Unlu Yatirim Holding A.S. Ahi Evran Cad No 21 Polaris Plaza, Kat 1, Maslak. Sariyer Istanbul, 34398 Turkey. The smallest group in which they are consolidated is that headed by Unlu Menkul Degerler A.S, Ahi Evran Caddesi, No 21 Polaris Plaza, Kat1. Maslak Istanbul, 34485 Turkey. The consolidated financial statements of the group headed by Unlu Menkul Degerler A.S. are not available to the public. The consolidated financial statements of the group headed by Unlu Yatirim Holding A.S. can be obtained from https://www.kap.org.tr /tr/Bildirim/1008805.
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