Company registration number 14513288 (England and Wales)
EFT INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
EFT INVESTMENTS LIMITED
COMPANY INFORMATION
Directors
J G D Nye
Mr I Jennings
Mr Z Ivkovic
Secretary
Mr I Jennings
Company number
14513288
Registered office
4th Floor
167 Fleet Street
London
EC4A 2EA
Auditor
Elliotts Shah
4th Floor
167 Fleet Street
London
EC4A 2EA
EFT INVESTMENTS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Profit and loss account
7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 25
EFT INVESTMENTS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the Period ended 31 December 2023.
Review of the business
The company provides consultancy services to group companies.
Group Company - Reorganisation
During the period by way of group reorganisation, the Company took over direct ownership of certain subsidiaries which were previously held by a wholly-owned subsidiary Stanari Investments Limited (formerly known as EFT International Investments Holdings Limited).
The purpose of the reorganisation was to set in motion the separation of companies engaged in energy trading contracts on the energy and commodities markets across Europe and the rest of the World from a Group company engaged in running and operating a fossil fuel (coal) power station based in Eastern Europe. The separation is by design to enable the Group to meet the objectives under Climate Change Legislation of reduction in greenhouse gas emissions to net zero over the course of the years ahead.
Principal risks and uncertainties
The principal risks and uncertainties the company faces are the performance of principal trading subsidiaries engaged in the international energy and commodities markets.
Key performance indicators
Given the nature of the business of the company, the directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the company.
Other information and explanations
Going concern
The company has sufficient resources and the directors are confident that the company will continue to meet its liabilities as they fall due for the foreseeable future and therefore prepare the financial statements on the going concern basis.
Mr I Jennings
Director
16 July 2024
EFT INVESTMENTS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the Period ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of a holding company and provision of consulting services to group companies.
Results and dividends
The results for the Period are set out on page 7.
Ordinary dividends were paid in cash amounted to €10,000,000 with a further dividend in specie (in the form of shares in a subsidiary) of €301,466,297. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the Period and up to the date of signature of the financial statements were as follows:
J G D Nye
Mr I Jennings
Mr Z Ivkovic
Auditor
The auditors, Elliotts Shah, will be proposed for re-appointment at the forthcoming Annual General Meeting.
Energy and carbon report
The Company does not have significant energy consumption as it has not consumed more than 40,000 kWh of energy in this reporting period. Therefore, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 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 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.
Strategic report
The review of the business, principal risks and uncertainties and key performance indicators are shown in the Strategic Report.
EFT INVESTMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Group Accounts
The Company has not prepared any group accounts, taking the exemption conditions into account of section 401 of the Companies Act 2006, as it forms part of a larger group. The ultimate parent company EFT Holdings AG is a non-UK company. Group accounts relating to the ultimate parent company will be filed with the Registrar of Companies as part of this Company's accounts and those of the ultimate parent company.
On behalf of the board
Mr I Jennings
Director
16 July 2024
EFT INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EFT INVESTMENTS LIMITED
- 4 -
Opinion
We have audited the financial statements of EFT Investments Limited (the 'company') for the Period ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 2023 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
EFT INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EFT INVESTMENTS LIMITED (CONTINUED)
- 5 -
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 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, 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to the company and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. Based on our understanding, we identified that the principal risks of non-compliance with laws and regulations that have a direct impact on the financial statements is the Companies Act 2006 and UK accounting standards.
We considered compliance with laws and regulations that could give rise to a material misstatement in the company's financial statements. Our tests included, but were not limited to:
- agreement of the financial statement disclosures to underlying supporting documentation;
- enquiries of management;
- testing of journal postings made during the year to identify potential management override of controls ; and
- review of meeting minutes throughout the period.
We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and discussed how and where these might occur and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting on resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
EFT INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EFT INVESTMENTS LIMITED (CONTINUED)
- 6 -
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.
Arvind Shah
Senior Statutory Auditor
For and on behalf of Elliotts Shah
16 July 2024
Chartered Accountants
Statutory Auditor
4th Floor
167 Fleet Street
London
EC4A 2EA
EFT INVESTMENTS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
9 month period
15 month period
ended
ended
31 December
31 March
2023
2023
Notes
€
€
Turnover
2
1,450,000
1,478,000
Administrative expenses
(1,503,889)
(1,198,634)
Operating (loss)/profit
3
(53,889)
279,366
Interest receivable and similar income
7
5,449,790
8,071,453
Interest payable and similar expenses
8
(2,776,486)
(2,667,967)
Dividend in specie from group undertaking
9
-
191,353,172
Profit before taxation
2,619,415
197,036,024
Tax on profit
10
Profit for the financial Period
2,619,415
197,036,024
The profit and loss account has been prepared on the basis that all operations are continuing operations.
EFT INVESTMENTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
9 month period
15 month period
ended
ended
31 December
31 March
2023
2023
€
€
Profit for the Period
2,619,415
197,036,024
Other comprehensive income
-
-
Total comprehensive income for the Period
2,619,415
197,036,024
EFT INVESTMENTS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
31 December 2023
31 March 2023
Notes
€
€
€
€
Fixed assets
Investments
12
151,832,642
445,133,207
Current assets
Debtors
14
92,588,198
76,361,996
Cash at bank and in hand
82,879
942,577
92,671,077
77,304,573
Creditors: amounts falling due within one year
15
(110,902,498)
(79,989,677)
Net current liabilities
(18,231,421)
(2,685,104)
Net assets
133,601,221
442,448,103
Capital and reserves
Called up share capital
17
65,060
65,060
Share premium account
18
2,350,148
2,350,148
Other reserves
42,144,675
232,637,031
Profit and loss reserves
20
89,041,338
207,395,864
Total equity
133,601,221
442,448,103
The financial statements were approved by the board of directors and authorised for issue on 16 July 2024 and are signed on its behalf by:
Mr I Jennings
Director
Company registration number 14513288 (England and Wales)
EFT INVESTMENTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
€
€
€
€
€
Balance at 1 January 2022
120,230
1,052,096
232,581,840
10,359,840
244,114,006
Period ended 31 March 2023:
Profit and total comprehensive income
-
-
-
197,036,024
197,036,024
Issue of share capital
17
191,347,987
1,298,052
-
-
192,646,039
Reduction of shares
17
(191,403,157)
-
(191,403,157)
Transfers
-
-
(191,347,966)
(191,347,966)
Release arising on reduction in capital
-
-
191,403,157
-
191,403,157
Balance at 31 March 2023
65,060
2,350,148
232,637,031
207,395,864
442,448,103
Period ended 31 December 2023:
Profit and total comprehensive income
-
-
-
2,619,415
2,619,415
Dividends
11
-
-
-
(10,000,000)
(10,000,000)
Transfers
-
-
-
190,492,356
190,492,356
Transfers
-
-
(190,492,356)
-
(190,492,356)
Dividend in specie
-
-
-
(301,466,297)
(301,466,297)
Balance at 31 December 2023
65,060
2,350,148
42,144,675
89,041,338
133,601,221
The notes on pages 12 to 25 form part of these financial statements.
EFT INVESTMENTS LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
2023
2023
Notes
€
€
€
€
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
14,632,730
(7,352,480)
Interest paid
(2,776,486)
(2,667,967)
Net cash inflow/(outflow) from operating activities
11,856,244
(10,020,447)
Investing activities
Purchase of subsidiaries
(8,165,732)
Interest received
2,499,769
646,977
Dividends received
2,950,021
7,424,476
Net cash (used in)/generated from investing activities
(2,715,942)
8,071,453
Financing activities
Proceeds from issue of shares
1,298,073
Loans from group companies
1,578,690
Dividends paid
(10,000,000)
Net cash (used in)/generated from financing activities
(10,000,000)
2,876,763
Net (decrease)/increase in cash and cash equivalents
(859,698)
927,769
Cash and cash equivalents at beginning of Period
942,577
14,808
Cash and cash equivalents at end of Period
82,879
942,577
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information
EFT Investments Limited was originally incorporated in Cyprus as a private limited liability company. Following a conversion into a Societas Europaea (SE) company, in 2016, EFT Investments SE transferred its registration to the United Kingdom. The Company’s registered office is at 4th Floor, 167 Fleet Street, London, EC4A 2EA.
The departure of the United Kingdom from the European Union meant that Investments SE was no longer able to trade as a Societas Europaea company. As of 1 January 2021, EFT Investments SE automatically changed its legal status to a Limited “Societas” company in the United Kingdom and changed its name to “EFT Investments Limited”. The EFT Group’s planned corporate restructuring programme required additional changes to the corporate form of EFT Investments in 2022. In order to complete the requisite equity transactions, under UK law it was necessary for EFT Investments UK Societas to convert into a limited company. This process encompassed a two-stage transition. Initially, the UKS company was transformed into a Public Limited Company (PLC), followed by its subsequent re-registration as a Limited Company.
On the 29 November 2022, EFT Investments UK Societas was incorporated as a Public Limited Company, “EFT Investments PLC” and on 12 December 2022, the company was re-registered as a Limited company, “EFT Investments Limited”.
1.1
Reporting period
The company lengthened its accounting period in the prior period as the group which it was a member of was reorganised and demerged into two separate groups. The directors have shortened the current year to realign its statutory reporting with its management reporting to a December period end. Therefore, the periods are not comparable with a 9 month reporting period following a 15 month reporting period.
1.2
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 requirements of the Companies Act 2006.
The company’s transactions are predominantly carried out in Euros. The directors are of the opinion that it would be meaningful to present the financial statements in Euros as the functional currency. Throughout the financial statements the amounts are stated in Euros.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover represents net invoiced value of consultancy services provided excluding value added tax.
Consultancy fees are recognised as services are rendered.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.6
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
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 balance sheet 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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Foreign exchange
Assets and liabilities in foreign currencies are translated into Euros at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into Euros at the rate ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
1.13
The company has taken advantage of the exemption provided under Section 401 of the Companies Act 2006 not to prepare group accounts. The company and all its subsidiary undertakings will be included in the consolidated accounts of the ultimate parent company EFT Holdings AG. The financial statements present information about the individual company only and not the group.
The consolidated accounts of EFT Holdings AG will be filed as and when available with Companies House under this Company’s registration number.
2
Turnover and other revenue
2023
2023
€
€
Turnover analysed by class of business
Consultancy fees receivable
1,450,000
1,478,000
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
2
Turnover and other revenue
(Continued)
- 16 -
2023
2023
€
€
Other revenue
Interest income
2,499,769
646,977
Dividends received
2,950,021
7,424,476
3
Operating (loss)/profit
2023
2023
Operating (loss)/profit for the period is stated after charging/(crediting):
€
€
Exchange losses/(gains)
16,603
(8,951)
4
Auditor's remuneration
2023
2023
Fees payable to the company's auditor and associates:
€
€
For audit services
Audit of the financial statements of the company
15,856
18,000
Audit of the financial statements of the company's subsidiaries
155,043
92,547
170,899
110,547
For other services
All other non-audit services
32,104
49,520
Included in audit fees are fees incurred from:
- auditor of the group of companies - €155,043 (15 month period ended 31 March 2023 - €92,547)
- auditor of the company - €15,856 (15 month period ended 31 March 2023 - €18,000).
5
Employees
The average monthly number of persons (including directors) employed by the company during the Period was:
2023
2023
Number
Number
Management
3
3
Administrative
1
-
Total
4
3
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 17 -
Their aggregate remuneration comprised:
2023
2023
€
€
Wages and salaries
40,141
Pension costs
1,008
41,149
6
Directors' remuneration
No remuneration was paid to the directors.
7
Interest receivable and similar income
2023
2023
€
€
Interest income
Interest receivable from group companies
2,368,931
585,647
Other interest income
130,838
61,330
Total interest revenue
2,499,769
646,977
Income from fixed asset investments
Income from shares in group undertakings
2,950,021
7,424,476
Total income
5,449,790
8,071,453
2023
2023
Investment income includes the following:
€
€
Interest on financial assets not measured at fair value through profit or loss
2,499,769
646,977
8
Interest payable and similar expenses
2023
2023
€
€
Other finance costs:
Interest on finance leases and hire purchase contracts
16
-
Other interest
2,776,470
2,667,967
2,776,486
2,667,967
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 18 -
9
Other gains and losses
2023
2023
€
€
Dividend in specie from group undertaking
-
191,353,172
10
Taxation
The actual charge for the Period can be reconciled to the expected charge for the Period based on the profit or loss and the standard rate of tax as follows:
2023
2023
€
€
Profit before taxation
2,619,415
197,036,024
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
654,854
37,436,845
Tax effect of expenses that are not deductible in determining taxable profit
760,092
560,043
Tax effect of income not taxable in determining taxable profit
(1,362,448)
(37,890,679)
Tax effect of utilisation of tax losses not previously recognised
(52,498)
(106,209)
Taxation charge for the period
-
-
11
Dividends
2023
2023
€
€
Interim paid
10,000,000
In the 9 month period ended 31 December 2023, the company made the following distributions:
Cash dividends of €10,000,000 (15 month period ended 31 March 2023 - €nil).
Dividends in specie of €301,466,397 (15 month period ended 31 March 2023 - €nil).
12
Fixed asset investments
2023
2023
Notes
€
€
Investments in subsidiaries
13
151,832,642
445,133,207
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
12
Fixed asset investments
(Continued)
- 19 -
Movements in fixed asset investments
Shares in subsidiaries
€
Cost or valuation
At 1 April 2023
445,133,207
Additions
8,165,732
Disposals
(301,466,297)
At 31 December 2023
151,832,642
Carrying amount
At 31 December 2023
151,832,642
At 31 March 2023
445,133,207
In the 9 month period ended 31 December 2023, the Company disposed of its holding in Stanari Investments Limited (formerly known as EFT International Investments Holdings Limited) by way of a dividend paid in specie of €301,466,297 (transferred to its parent company).
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 20 -
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
EFT Albania Sh.p.k.
Rruga Murat Toptani, Eurocol
Center, Albania
Ordinary
100.00
Energy Financing Team Limited
4th Floor, 167 Fleet Street,
London, EC4A 2EA, United Kingdom
Ordinary
100.00
Energy Financing Team (Switzerland) AG
Seestrasse 115,
CH-9326 Horn, Switzerland
Ordinary
100.00
EFT Trade d.o.o. Beograd
Spanskih boraca 3
11070 Beograde, Serbia
Ordinary
100.00
EFT HE Ulog d.o.o.
Karadjordjeva 28B, Kalinovik, Bosnia & Herzegovina
Ordinary
100.00
Elektricni Financni Tim d.o.o.
Cesta v Mestni log 88A, 1000
Ljubliana, Slovenia
Ordinary
100.00
EFT Budapest Zrt.
1051 Budapest, Sas u. 10-12, Hungary
Ordinary
100.00
EFT Bulgaria JSC
George Washington ?19 Sofia
1000, Bulgaria
Ordinary
100.00
Energy Financing Team d.o.o. Bileca
Srpske vojske 9, 89230 Bileca, Bosnia & Herzegovina
Ordinary
100.00
S.C. EFT Furnizare S.R.L.
European Business Center, 2nd
floor, 24 Blvd Mircea Voda,
030667
Bucharest 3, Romania
Ordinary
80.00
TOV EFT Ukraine*
Ukraine
Office54, 9/2 Velyka Vasylkivska
Street, Kyiv
01004, Ukraine
Ordinary
100.00
Energy Financing Team LLC
Str Fehmi Agani 1/16; 10000
Pristina, Kosovo
Ordinary
100.00
Energy Financing Team Tirana Sh.p.k.
Rruga Murat Toptani, Eurocol
Center, Albania
Ordinary
100.00
Energy Finanicing Team Dooel
Boul.
Partizanski Odredi no. 15-A/2-6,
Skopje - Cente, Macedonia
Ordinary
100.00
EFT Energy Financing Team SE Bileca d.o.o.
Srpske vojske 9, 89230 Bileca, Bosnia & Herzegovina
Ordinary
100.00
The principal activities of the subsidiaries are trading on the Energy and Commodities markets in Central and Eastern Europe.
In the period, the company disposed of its direct ownership and interest in following company by way of a dividend in specie.
| | Class of % Held Shares held Direct |
Stanari Investments Limited (formerly EFT International Investments Holdings Limited) | 4th Floor, 167 Fleet Street, London EC4A 2EA,United Kingdom | |
The company divested this subsidiary and its indirect holding of the subsidiary EFT Rudnik I Termoelektrana Stanari d.o.o. to a new and separate holding company.
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 21 -
14
Debtors
2023
2023
Amounts falling due within one year:
€
€
Amounts owed by group undertakings
92,022,293
68,683,481
Other debtors
71,132
7,167,865
Prepayments and accrued income
494,773
510,650
92,588,198
76,361,996
15
Creditors: amounts falling due within one year
2023
2023
€
€
Trade creditors
3,984
Amounts owed to group undertakings
110,802,821
79,883,777
Taxation and social security
1,145
Other creditors
348
Accruals and deferred income
94,200
105,900
110,902,498
79,989,677
16
Retirement benefit schemes
2023
2023
Defined contribution schemes
€
€
Charge to profit or loss in respect of defined contribution schemes
1,008
-
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
17
Share capital
2023
2023
2023
2023
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary of €10 each
6,221
6,221
62,210
62,210
Participation of €10 each
285
285
2,850
2,850
6,506
6,506
65,060
65,060
i) the Ordinary shares and participation shares rank pari passu in all respects save for ii) below and will constitute as separate classes of shares;
ii) the ordinary shares entitle holders to receive notice of, attend and vote at general meetings where as holders of participation shares carry no such rights;
iii) Ordinary shareholders carry one vote on a show of hands and on a poll have one vote for each ordinary share held.
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
17
Share capital
(Continued)
- 22 -
Ordinary shares
Participation shares
Total
€10 each
€10 each
€
As at 1 April 2023 and 31 December 2023
62,210
2,850
65,060
Ordinary shares
A Ordinary shares
Redeemable Preference shares
Deferred shares
€1 each
€1 each
€1 each
€1 each
As at 1 January 2022
6,221
113,745
264
-
Movements:
Issue Preference shares
-
-
21
-
Issue deferred shares
-
-
-
191,347,966
Cancellation and extinguishing of shares
-
(113,745)
-
(191,289,412)
Reclassification:
Preference shares as Participation shares
-
-
(285)
-
Deferred shares as Ordinary shares
55,989
-
-
(55,989)
Deferred shares as Participation shares
-
-
-
(2,565)
Ordinary share of €1 each as Ordinary share €10 each
(62,210)
-
-
-
Participation shares of €1 each to Participation shares of €10 each
-
-
-
-
As at 31 March 2023
-
-
-
-
Participation shares
Ordinary shares
Participation shares
Total
€1 each
€10 each
€10 each
€
As at 1 January 2022
-
-
-
120,230
Movements:
Issue Preference shares
-
-
-
21
Issue deferred shares
-
-
-
191,347,966
Cancellation and extinguishing of shares
-
-
-
(191,403,157)
Reclassification:
Preference shares as Participation shares
285
-
-
-
Deferred shares as Ordinary shares
-
-
-
-
Deferred shares as Participation shares
2,565
-
-
-
Ordinary share of €1 each as Ordinary share €10 each
-
62,210
-
-
Participation shares of €1 each to Participation shares of €10 each
(2,850)
-
2,850
-
As at 31 March 2023
-
62,210
2,850
65,060
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 23 -
18
Share premium account
2023
2023
€
€
At the beginning of the Period
2,350,148
1,052,096
Issue of Redeemable Preference shares (subsequently converted to Participation shares)
1,298,052
At the end of the Period
2,350,148
2,350,148
19
Other reserves
2023
2023
€
€
At the beginning of the Period
232,637,031
232,581,840
Capitalisation (bonus issue)
-
(191,347,966)
Release arising on a reduction in capital
-
191,403,157
Transfer
(190,492,356)
-
At the end of the Period
42,144,675
232,637,031
20
Profit and loss reserves
2023
2023
€
€
At the beginning of the Period
207,395,864
10,359,840
Profit for the Period
2,619,415
197,036,024
Dividends declared and paid in the Period
(10,000,000)
-
Transfer from Other reserves
190,492,356
Dividend in specie
(301,466,297)
-
At the end of the Period
89,041,338
207,395,864
21
Financial commitments, guarantees and contingent liabilities
The Company is a guarantor to borrowing facilities of up to €110,000,000 granted to fellow group undertaking Energy Financing Team (Switzerland) AG. As at the balance sheet date the amount borrowed amounted to €52,686,111.
The Company has given guarantees totalling €6,982,000 in connection with trade transactions of its trading fellow group undertakings.
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 24 -
22
Related party transactions
Entities with control, joint control or significant influence over the entity
In the period, the company recognised consultancy and other fee costs of €1,457 debit (15 months to 31 March 2023 - €47,632 income) from its subsidiary S.C. EFT Furnizare S.R.L.
Other related parties
In the period, a loan advanced to and repayment received from Vuk Hamovic included interest income of €130,838 (15 months to 31 March 2023 - €61,330). The loan was advanced on an arm's length basis under commercial terms. Vuk Hamovic is a close family member of the controller of the group.
In the period, the company paid rent of €45,000 (15 month period ended 31 March 2023 - €nil) on an arms length basis, for the use of a property as office owned by Mr. J Nye, a director of the company
23
Ultimate controlling party
EFT Holdings AG, a company incorporated in Liechtenstein, is the parent company to the company and the larger Group.
The ultimate controller is Milos Hamovic, through the controlling shareholding held via LB Holdings Establishment (Foundation incorporated in Liechtenstein) in which he has a 100% interest.
24
Group accounts
EFT Investments Limited forms part of a larger Group. In line with section 401 of the Companies Act 2006, no group accounts have been prepared as those relating to the larger group under EFT Holdings AG will be prepared and filed with the Registrar of Companies in due course in line with the exemption conditions.
25
Cash generated from/(absorbed by) operations
2023
2023
€
€
Profit for the Period after tax
2,619,415
197,036,024
Adjustments for:
Finance costs
2,776,486
2,667,967
Investment income
(5,449,790)
(8,071,453)
Loans from group companies
(1,578,690)
Other gains and losses
-
(191,353,172)
Movements in working capital:
Increase in debtors
(16,226,202)
(7,678,515)
Increase in creditors
30,912,821
1,625,359
Cash generated from/(absorbed by) operations
14,632,730
(7,352,480)
EFT INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 25 -
26
Analysis of changes in net funds
1 April 2023
Cash flows
31 December 2023
€
€
€
Cash at bank and in hand
942,577
(859,698)
82,879
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