Hydrangea Holdings Limited
Company Registration No. 11388328
(England and Wales)
Annual Report and
Unaudited Financial Statements
For the year ended 31 December 2022
Pages for filing with Registrar
Hydrangea Holdings Limited
Contents
Page
Statement of Financial Position
1
Statement of Changes in Equity
2
Notes to the Financial Statements
3 - 9
Hydrangea Holdings Limited
Statement of Financial Position
As at 31 December 2022
- 1 -
2022
2021
Notes
Non-current assets
Investments
6
66,558,895
95,523,424
Current assets
Cash at bank and in hand
19,121,994
2,797,188
Current liabilities
Creditors: amounts falling due within one year
8
(6,529,409)
(3,036,819)
Net current assets/(liabilities)
12,592,585
(239,631)
Net assets
79,151,480
95,283,793
Capital and reserves
Share capital
10
52,989,763
52,989,763
Share premium account
11
13,787,713
14,595,238
Revaluation reserve
-
0
26,969,035
Retained earnings
12,374,004
729,757
Total equity
79,151,480
95,283,793

The Directors of the Company have elected not to include a copy of the income statement within the financial statements.true

For the financial year ended 31 December 2022 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.

 

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

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on
13 September 2023
13 September 2023
and are signed on its behalf by:
........................................................
T R D Poole
Director
Company Registration No. 11388328
The notes on pages 3 to 9 form part of these financial statements
Hydrangea Holdings Limited
Statement of Changes in Equity
For the year ended 31 December 2022
- 2 -
Share capital
Share premium account
Revaluation reserve
Retained earnings
Total
Notes
Balance at 1 January 2021
46,989,763
10,595,238
11,744,467
(500,114)
68,829,354
Profit for the year
-
-
-
16,454,439
16,454,439
Issue of share capital
10
6,000,000
4,000,000
-
-
10,000,000
Transfer between reserves
-
-
15,224,568
(15,224,568)
-
Balance at 31 December 2021
52,989,763
14,595,238
26,969,035
729,757
95,283,793
Loss for the year
-
-
-
(15,324,788)
(15,324,788)
Transfer between reserves
-
-
(26,969,035)
26,969,035
-
Return of share premium
-
(807,525)
-
-
(807,525)
Balance at 31 December 2022
52,989,763
13,787,713
-
0
12,374,004
79,151,480
The notes on pages 3 to 9 form part of these financial statements
Hydrangea Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 3 -
1
Accounting policies
Company information

Hydrangea Holdings Limited is a private company limited by shares incorporated in England and Wales on 30 May 2018. The registered office is 5th Floor, 2 Copthall Avenue, London, United Kingdom, EC2R 7DA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the UK Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in Euro, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Turnover

Investment income is recognised on an accruals basis.

1.3
Investments

Investments in listed company shares are remeasured to fair value through profit or loss ("FVTPL") at each Statement of Financial Position date.

Unrealised gains and losses on listed investments are initially recognised in the Statement of Comprehensive Income and are subsequently transferred to the revaluation reserve at the period end, if remaining unrealised. Impairments that offset previous gains of the same asset are transferred to the revaluation reserve. All other impairments are not transferred to the revaluation reserve.

 

Realised gains and losses are recognised in the Statement of Comprehensive Income.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.5
Financial instruments

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Hydrangea Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

1.7
Taxation

The Company has exposure to the following potential tax liabilities:

Current tax

Pursuant to the Corporation Tax Act 2010 (as amended), the Company is subject to UK Corporation tax at the applicable rate.

2
Employees
The average number of employees during the year was 0 (2021 - 0)
3
Interest payable and similar expenses
2022
2021
Interest on financial liabilities measured at amortised cost:
Interest payable to Hydrangea S.à r.l.
36,303
66,342
4
Other gains and losses
2022
2021
Fair value gains/(losses) on financial instruments
Change in value of financial assets held at FVTPL
(32,330,737)
15,224,568
Other gains/(losses)
Other gains and losses
1,622
-
(32,329,115)
15,224,568
Hydrangea Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 5 -
5
Taxation
2022
2021
Current tax
UK corporation tax on profits for the current period
3,667,795
147,144
6
Investments
2022
2021
Listed investments
66,558,895
95,523,424

For full detail of movements in listed investments see note 7.

Hydrangea Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 6 -
7
Listed investments (prepared on a cash basis)
Oberon Credit Fund
Credit Suisse Discretionary
JP Morgan
JP Morgan - non discretionary
Goldman Sachs
Goldman Sachs - non discretionary
Rathbone
Arvella
Total
Cost
At 1 January 2022
5,000,000
-
15,125,792
15,545,125
5,045,205
14,370,135
6,332,303
7,135,829
68,554,389
Additions
-
3,883,511
1,616,279
-
1,000,000
-
-
2,861,795
9,361,585
Transfer
15,545,125
-
(15,545,125)
14,370,135
(14,370,135)
-
-
-
Disposals
-
(7,000,000)
(9,146,854)
-
(4,000,000)
-
(6,501,034)
-
(26,647,888)
Realised gain/(loss) on sale of investments
-
9,830,256
828,279
-
11,083,561
-
172,874
22,005
21,936,975
Portfolio costs paid
-
(98,782)
(68,766)
-
(92,168)
-
(16,339)
(56,427)
(332,482)
Investment income
-
141,251
11,852
-
213,886
-
12,221
13,672
392,882
Foreign exchange movement
-
120,821
(38,927)
-
(1,410,116)
-
-
(12,457)
(1,340,679)
Net bank interest
-
(754)
(36)
-
(3,370)
-
(25)
-
(4,185)
At 31 December 2022
5,000,000
22,421,428
8,327,619
-
26,207,133
-
-
9,964,417
71,920,597
Hydrangea Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
7
Listed investments (prepared on a cash basis)
(Continued)
- 7 -
Oberon Credit Fund
Credit Suisse Discretionary
JP Morgan
JP Morgan - non discretionary
Goldman Sachs
Goldman Sachs - non discretionary
Rathbone
Arvella
Total
Revaluation
At 1 January 2022
4,438
-
1,793,584
12,315,707
911,425
11,402,365
541,516
-
26,969,035
Fair value movement
(347,904)
(2,148,210)
(2,425,393)
(12,315,707)
(3,727,771)
(11,402,365)
(541,516)
(2,350,417)
(35,259,283)
Foreign exchange movement
-
544,652
326,658
-
772,057
-
-
1,285,179
2,928,546
At 31 December 2022
(343,466)
(1,603,558)
(305,151)
-
(2,044,289)
-
-
(1,065,238)
(5,361,702)
Net book value
At 31 December 2022
4,656,534
20,817,870
8,022,468
-
24,162,844
-
-
8,899,179
66,558,895
At 31 December 2021
5,004,438
-
16,919,376
27,860,832
5,956,630
25,772,500
6,873,819
7,135,829
95,523,424
Hydrangea Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 8 -
8
Creditors: amounts falling due within one year
2022
2021
Notes
Borrowings
9
2,826,925
2,840,622
Accrued PIFM J Accountancy fees
3,857
2,379
Accrued PIFM J Administration fees
5,026
11,101
Accrued PIFM J CRS Reporting fees
-
862
Accrued portfolio costs - JP Morgan
4,500
8,531
Accrued portfolio costs - Goldman Sachs
15,000
8,433
Accrued portfolio costs - Rathbone
-
11,277
Creditor - PIFM UK
4,018
5,281
Accrued expenses - PIFM (UK) taxation services
-
1,189
Creditor - Corporation Tax
3,667,795
147,144
Accrued expenses - Legal and professional fees
1,338
-
Accrued expenses - ARC fees
593
-
Accrued expenses - Disbursements
357
-
6,529,409
3,036,819
9
Borrowings
2022
2021
Interest bearing loan - Hydrangea S.à r.l.
2,799,629
2,831,416
Accrued interest payable - Hydrangea S.à r.l.
27,296
9,206
2,826,925
2,840,622

The interest bearing loan bears interest on the principal amount and any unpaid interest at 1.29% per annum, is unsecured and repayable on demand.

10
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
Issued and fully paid
Ordinary shares of €1.00 each
52,989,762
52,989,762
52,989,762
52,989,762
Ordinary shares of £1 each
1
1
1
1
52,989,763
52,989,763
52,989,763
52,989,763
Hydrangea Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 9 -
11
Share premium account
2022
2021
At the beginning of the year
14,595,238
10,595,238
Issue of new shares
-
0
4,000,000
Return of share premium
(807,525)
-
0
At the end of the year
13,787,713
14,595,238

529,762 Ordinary shares of €1.00 each issued on 7 November 2018 at a premium of €20 per share.

 

6,000,000 Ordinary shares of €1.00 each issued on 30 September 2021 at a premium of €0.6667 per share.

 

On 28 September 2022 the Company resolved to make a return of capital of €807,525 to Hydrangea S.à r.l. by way of a reduction in the share premium account of the same amount.

12
Related party transactions
The Company has taken advantage of the exemption in FRS 102 section 1AC.35 “Related Party Disclosures” from disclosing transactions with wholly owned members of the Group.
13
Subsequent events

Subsequent to the year end, a return of capital of €16,760,000 was paid to Hydrangea S.à r.l. by way of a reduction in the share premium account of €13,787,713.10 and the cancellation of 2,972,283.9 shares of €1.00 each.

 

 

 

 

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