IRIS Accounts Productionv24.1.0.57809487131Board of Directors1.1.2331.12.2331.12.23The principal activity of the company in the year under review was that of managing a portion of the Charme III Fund's portfolio of assets with a specific and exclusive role of investing in companies having their businesses outside of Italy.truefalsetruetruefalsefalsetruefalseOrdinary1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh094871312022-12-31094871312023-12-31094871312023-01-012023-12-31094871312021-12-31094871312022-01-012022-12-31094871312022-12-3109487131ns15:EnglandWales2023-01-012023-12-3109487131ns14:PoundSterling2023-01-012023-12-3109487131ns10:Director12023-01-012023-12-3109487131ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3109487131ns10:FRS1022023-01-012023-12-3109487131ns10:Audited2023-01-012023-12-3109487131ns10:FullAccounts2023-01-012023-12-3109487131ns10:OrdinaryShareClass12023-01-012023-12-3109487131ns10:Director22023-01-012023-12-3109487131ns10:Director32023-01-012023-12-3109487131ns10:Director42023-01-012023-12-3109487131ns10:Director52023-01-012023-12-3109487131ns10:Director62023-01-012023-12-3109487131ns10:Director72023-01-012023-12-3109487131ns10:RegisteredOffice2023-01-012023-12-310948713112023-01-012023-12-310948713112022-01-012022-12-3109487131ns5:CurrentFinancialInstruments2023-12-3109487131ns5:CurrentFinancialInstruments2022-12-3109487131ns5:ShareCapital2023-12-3109487131ns5:ShareCapital2022-12-3109487131ns5:RetainedEarningsAccumulatedLosses2023-12-3109487131ns5:RetainedEarningsAccumulatedLosses2022-12-3109487131ns5:ShareCapital2021-12-3109487131ns5:RetainedEarningsAccumulatedLosses2021-12-3109487131ns5:RetainedEarningsAccumulatedLosses2022-01-012022-12-3109487131ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-310948713122023-01-012023-12-310948713122022-01-012022-12-310948713112023-01-012023-12-3109487131ns5:ReportableOperatingSegment12023-01-012023-12-3109487131ns5:ReportableOperatingSegment12022-01-012022-12-3109487131ns5:ReportableOperatingSegment22023-01-012023-12-3109487131ns5:ReportableOperatingSegment22022-01-012022-12-3109487131ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3109487131ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2022-01-012022-12-3109487131ns10:HighestPaidDirector2023-01-012023-12-3109487131ns10:HighestPaidDirector2022-01-012022-12-3109487131ns5:OwnedAssets2023-01-012023-12-3109487131ns5:OwnedAssets2022-01-012022-12-3109487131ns5:LongLeaseholdAssetsns5:LandBuildings2022-12-3109487131ns5:FurnitureFittings2022-12-3109487131ns5:ComputerEquipment2022-12-3109487131ns5:LongLeaseholdAssetsns5:LandBuildings2023-01-012023-12-3109487131ns5:FurnitureFittings2023-01-012023-12-3109487131ns5:ComputerEquipment2023-01-012023-12-3109487131ns5:LongLeaseholdAssetsns5:LandBuildings2023-12-3109487131ns5:FurnitureFittings2023-12-3109487131ns5:ComputerEquipment2023-12-3109487131ns5:LongLeaseholdAssetsns5:LandBuildings2022-12-3109487131ns5:FurnitureFittings2022-12-3109487131ns5:ComputerEquipment2022-12-3109487131ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3109487131ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3109487131ns5:WithinOneYear2023-12-3109487131ns5:WithinOneYear2022-12-3109487131ns5:BetweenOneFiveYears2023-12-3109487131ns5:BetweenOneFiveYears2022-12-3109487131ns5:MoreThanFiveYears2023-12-3109487131ns5:MoreThanFiveYears2022-12-3109487131ns5:AllPeriods2023-12-3109487131ns5:AllPeriods2022-12-3109487131ns5:AcceleratedTaxDepreciationDeferredTax2023-12-3109487131ns5:AcceleratedTaxDepreciationDeferredTax2022-12-3109487131ns5:DeferredTaxation2022-12-3109487131ns5:DeferredTaxation2023-01-012023-12-3109487131ns5:DeferredTaxation2023-12-3109487131ns10:OrdinaryShareClass12023-12-310948713112023-01-012023-12-31

REGISTERED NUMBER: 09487131 (England and Wales)
















Strategic Report, Directors' Report and

Financial Statements for the Year Ended 31 December 2023

for


Charme Capital Partners Limited


Charme Capital Partners Limited (Registered number: 09487131)







Contents of the Financial Statements

for the Year Ended 31 December 2023





Page



Company Information  

1



Strategic Report  

2



Directors' Report  

5



Report of the Independent Auditors  

7



Income Statement  

11



Statement of Other Comprehensive Income

12



Statement of Financial Position  

13



Statement of Changes in Equity  

14



Statement of Cash Flows  

15



Notes to the Statement of Cash Flows  

16



Notes to the Financial Statements

17




Charme Capital Partners Limited


Company Information

for the Year Ended 31 December 2023









DIRECTORS:

C. Di Montezemolo


T Beolchini


M Facoetti


M P Gentili


F J G De Churtichaga


J C Huxtable


L Sala







REGISTERED OFFICE:

7th Floor,


3 St. James's Square


London


SW1Y 4JU







REGISTERED NUMBER:

09487131 (England and Wales)







INDEPENDENT AUDITORS:

Deloitte LLP


9 Haymarket Square


Edinburgh


United Kingdom


EH3 8RY


Charme Capital Partners Limited (Registered number: 09487131)


Strategic Report

for the Year Ended 31 December 2023


The directors present their strategic report for the year ended 31 December 2023.


REVIEW OF BUSINESS

Charme Capital Partners Limited ("CCP" or the "Firm") is a duly Financial Conduct Authority ("FCA) authorized Investment Manager, who, as delegated discretionary investment manager in accordance with Article 20 of AIFMD, manages a portion of the Charme III and Charme IV Fund's portfolio of assets with a specific and exclusive role of investing in companies having their businesses outside of Italy. The Investment Manager is appointed until the liquidation of the Funds.


The Firrn is authorised by the FCA as a MIFIDPRU investment firm and it does not have permission to hold client rnoney or assets, nor lends rnoney.


Charme III is an Italian closed ended private equity fund (the "Fund"). The Fund is formed and managed by Charme Capital Partners SGR S.p.A. (the "AIFM") an Italian authorised investment fund manager duly authorised by the Bank of Italy, established in 2002. The Fund makes private equity and equity related investments in leading companies with growth and/or internationalization potential, having a size of €645 million. The fund is a contractual alternative investment fund ("AIF") for the purpose of the EU Alternative Investment Fund Managers Directive (2011/61/EC, "AIFMD"). In terms of investment strategy, the investment period ended with effect from 12 February 2021. The expiry of the Fund shall be in February 11, 2025. Moreover, the Fund could be extended for two additional years.


Charme IV is an Italian closed ended private equity fund (the "Fund IV"). The Fund IV is formed and managed by the AIFM. Also the Fund IV makes private equity and equity related investments in leading companies with growth and/or internationalization potential, having a size of €813.0 million as of December 2023 and the Fund IV on February 28, 2023 closed the subscription period. The fund is a contractual alternative investment fund ("AIF") for the purpose of the EU Alternative Investment Fund Managers Directive (2011/61/EC, "AIFMD"). In terms of investment strategy, the investment period end with effect from 20 November 2025 and could be extended for 12 months. The expiry of the Fund shall be in November 20, 2030.


The delegation represents the major source of income for CCP. The delegation activity is restricted to the  following activities concerning the international (non-Italian) portfolio companies:


- sourcing investment opportunities (or 'scouting');

- management of the acquisition;

- monitoring investments;

- forming potential exit strategies; and

- managing the divestment.


All acquisitions are performed by the Fund. The AIFM has certain duties to control the CCP's activities, make the capital calls from the Fund and retaining supervision over the discretionary portfolio management activities of CCP. CCP does not propose to launch or market any private equity funds; instead, it is a delegated discretionary portfolio manager that has been exclusively appointed to manage, on behalf of the Fund, its international investments in equity instruments.


CCP structured itself in order to have two main teams dedicated to potential investments in the UK and in Spain which are the two main geographies. Therefore, during 2018 the Firm established a branch in Spain with an office in Madrid. The team monitored both the UK market and the Spanish market through its network of advisors and proprietary connections.


In 2023 CCP looked for several potential acquisitions, monitored the portfolio of companies acquired through its sourcing and finalized a new investment in UK. The portfolio of both Funds as at December 2023 is formed by three companies based in the UK and three based in Spain.


CCP shows a profit after taxes of £401,294 (2022: £533,896) and profits should remain stable for the next year. The Firm has adequate capital for its size and the complexity of its business based on current total capital of £3,377,624 (2022: £2,982,535 ) compared to a Minimum Capital Requirement of £1,254,822  (2022: £1,230,121) being the higher Permanent Minimum Capital Requirement and the Fixed Overheads Requirement.



Charme Capital Partners Limited (Registered number: 09487131)


Strategic Report

for the Year Ended 31 December 2023


PRINCIPAL RISKS AND UNCERTAINTIES

Credit Risk

The Firm neither holds client money nor assets nor lends money, and is, therefore, not exposed to Credit Risk in its traditional sense. The Firm's exposure to Credit Risk is the risk that investment management fees cannot be collected and the exposure to banks where revenue is deposited. The Firm's Credit Risk Appetite is low so the Firm holds all cash with banks assigned high credit ratings.


Market Risk

The Firm does not have a Trading Book. The only potential exposures are Non-Trading Book Exposures, i.e. to Foreign Currency held on deposit and assets or liabilities held in Foreign Currency, such as Debtors, on the Firm's Balance Sheet.The Firm's Market Risk is low considering the transactions recorded.


Operational Risk

The Firm undertakes robust risk identification and scoring exercises across the Firm, this Risk Appetite Statement translates into the acceptance of risks rated C or below. The Firm has established internal procedures and appropriate scoring mechanisms in order to identify potential operational risks.


Business Risk

The Firm has assessed Business Risks and set out appropriate actions to manage them. Business Risk is taken account of through the application of Scenario/Stress Testing.


Liquidity Risk

The Firm has in place Liquidity Systems and Controls which include the management of Liquidity Risk via scenario and stress testing of the Firm's Cash Flow Forecast and the establishment of management actions and contingency funding plans.


SECTION 172(1) STATEMENT

Section 172 of the Companies Act 2006 imposes a general duty on every Director to act in a way that they consider, in good faith, would be most likely to promote the success of the Firm for the benefit of its members as a whole and in doing so, to have regard to various other matters designed to ensure that boards consider the interests of other relevant stakeholders.


The Directors of the Firm share a common purpose to deliver sustainable investment success for the benefit of clients, employees, society and the shareholder.


A long term focus

The Firm takes a long-term approach to its business that is aligned to its strategic priorities, corporate resources and risk appetite.


Employee engagement

The Directors consider the employees to be a key success factor for the Firm and this success is contingent on developing and maintaining an environment that creates and develops a diverse, high integrity, high performance culture.


Highest Standards of Integrity and Conduct

The Firm is regulated by the FCA and its permission to operate is conditional on appropriate expectations and standards of conduct. Conduct risk is considered by the Board in its capital planning and risk management program which includes stress and scenario analyses of risks to CCP. To ensure this risk is controlled and mitigated appropriately, the Board oversees a comprehensive program of regulatory compliance that is focused on the protection of clients' interests.


Also the Company, by being FCA regulated, aims to keep his reputation by applying high standard of business conduct, in particular related to the organization's values, culture and ethical standard.



Charme Capital Partners Limited (Registered number: 09487131)


Strategic Report

for the Year Ended 31 December 2023


KEY PERFORMANCE INDICATORS

The Company's key performance indicators are considered to be turnover and profit or loss before taxation. Turnover for the period was £ 6,443,900 (2022: £ 7,639,400). The Company made a profit before taxation of £545,933 (2022: £ 676,745).


The results and financial position for the financial year set out in the statement of comprehensive income and the statement of the financial position on pages 12 and 13 respectively. The directors do not anticipate any change in the nature of principal activities going forward and expect the Company to continue to benefit from enhanced business opportunities.


GOING CONCERN

The Company was profit making in the year, had net current assets and nets assets at the year end date. The financial statements have been prepared on a going concern basis which means the Company can be expected to meet its liabilities as the fall due for a period of at least 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risk of the business as well as the Company's business model and availability of cash resources.


FUTURE DEVELOPMENTS

The directors expect the general level of activity to remain consistent with 2023 in the forthcoming year. This is as a result of the Firm maintaining in place the delegation agreement with the AIFM.


As stated above, at present, the 2024 revenues should remain consistent with 2023 regardless of the impact of Ukraine and Israel-Gaza macro-economic environments due to the contractual nature of the management fees of the AIFM.


Given the continued uncertainty associated with Ukraine and Israel-Gaza conflicts, the directors are monitoring the situation closely and the impact it may have on businesses and the Firm as a whole. The situation did not have any negative impact on the operating or financial performance of CCP.


Also, the Director is planning to start raising a new fund and Charme Capital Partners Limited will still be the delegate investment manager, so promote the success of the company, remain one of the key objective for future developments.


ON BEHALF OF THE BOARD:






C. Di Montezemolo - Director



24 April 2024


Charme Capital Partners Limited (Registered number: 09487131)


Directors' Report

for the Year Ended 31 December 2023


The directors present their report with the financial statements of the company for the year ended 31 December 2023.


DIVIDENDS

No dividends will be distributed for the year ended 31 December 2023.


FUTURE DEVELOPMENTS

The directors expect the general level of activity to remain consistent with 2023 in the forthcoming year. This is as a result of the Firm maintaining in place the delegation agreement with the AIFM.


As stated above, at present, the 2024 revenues should remain consistent with 2023 regardless of the impact of Ukraine and Israel-Gaza macro-economic environments due to the contractual nature of the management fees of the AIFM.


Given the continued uncertainty associated with Ukraine and Israel-Gaza conflicts, the directors are monitoring the situation closely and the impact it may have on businesses and the Firm as a whole. The situation did not have any negative impact on the operating or financial performance of CCP.


Also, the Director is planning to start raising a new fund and Charme Capital Partners Limited will still be the delegate investment manager, so promote the success of the company, remain one of the key objective for future developments.


EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.


DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.


C. Di Montezemolo

T Beolchini

M Facoetti

M P Gentili

F J G De Churtichaga

J C Huxtable

L Sala


POLITICAL DONATIONS AND EXPENDITURE

No political donations were made during the year.

OVERSEAS BRANCHES

The company operates a branch in Spain with office in Madrid.


QUALIFYING INDEMNITY PROVISION

The Company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

GOING CONCERN

The Company was profit making in the year, had net current assets and nets assets at the year end date. The financial statements have been prepared on a going concern basis which means the Company can be expected to meet its liabilities as the fall due for a period of at least 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risk of the business as well as the Company's business model and availability of cash resources.


DISCLOSURE IN THE STRATEGIC REPORT

The following disclosures are required to be made in the directors' report but instead, have been included in the strategic report:

- information on exposure to credit risk, liquidity risk, market risk and other risks applicable to the Company;

- financial risk management objectives and policies; and

- likely future developments of the Company.


STATEMENT OF DIRECTORS' RESPONSIBILITIES


Charme Capital Partners Limited (Registered number: 09487131)


Directors' Report

for the Year Ended 31 December 2023


STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed; and

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


The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Each of the persons who is a director at the date of approval of this report confirms that:


- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and

- they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.


This information is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.


Deloitte LLP is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.


ON BEHALF OF THE BOARD:






C. Di Montezemolo - Director



24 April 2024


Report of the Independent Auditors to the Members of

Charme Capital Partners Limited


Opinion

We have audited the financial statements which comprise:
- the income statement;
- the statement of other comprehensive income;
- the statement of financial position;
- the statement of changes in equity;
- the statement of cash flows;
- the notes to the statement of cash flow; and
-the related notes 1 to 19.

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 year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.


We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (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.


Other information

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.


Report of the Independent Auditors to the Members of

Charme Capital Partners Limited



Opinions 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 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 any material misstatements in the strategic report or the directors' report.


Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.


We have nothing to report in respect of these matters.


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.


Report of the Independent Auditors to the Members of

Charme Capital Partners Limited



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 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.


Extent to which the audit was considered capable of detecting irregularities, including fraud.


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.


We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors  about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector


We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and relevant tax legislation; and

- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included  the company's regulatory solvency requirements, requirements of the Financial Conduct Authority (FCA) and the Financial Services and Markets Act 2000.


We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.


As a result of performing the above, we identified the greatest potential for fraud in the recognition of revenue area, and our procedures performed to address it are described below.


We reviewed the relevant contractual agreements between the company and relevant third parties, and substantively tested the revenue amounts derived from these contracts by tracing recorded revenue to invoices and to subsequent cash receipts. In addition, we tested management's cost plus calculations by agreeing key inputs to the transfer pricing agreement.


In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC and FCA.


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 Report of the Auditors.


Report of the Independent Auditors to the Members of

Charme Capital Partners Limited



Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.





Grenda Evaldas (Senior Statutory Auditor)

for and on behalf of Deloitte LLP

9 Haymarket Square

Edinburgh

United Kingdom

EH3 8RY


24 April 2024


Charme Capital Partners Limited (Registered number: 09487131)


Income Statement

for the Year Ended 31 December 2023



2023


2022


Notes

£   

£   



TURNOVER

5

6,443,900


7,639,400




Administrative expenses

5,897,988


6,962,655



OPERATING PROFIT

8

545,912


676,745




Interest receivable and similar income

21


-



PROFIT BEFORE TAXATION

545,933


676,745




Tax on profit

10

144,639


142,849



PROFIT FOR THE FINANCIAL YEAR

401,294


533,896




Charme Capital Partners Limited (Registered number: 09487131)


Statement of Other Comprehensive Income

for the Year Ended 31 December 2023



2023


2022


Notes

£   

£   



PROFIT FOR THE YEAR

401,294


533,896





OTHER COMPREHENSIVE INCOME  


Forex retranslation reserves

(6,205

)

13,508



Income tax relating to other comprehensive

income

-


-



OTHER COMPREHENSIVE INCOME

FOR THE YEAR, NET OF INCOME TAX

(6,205

)

13,508



TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

395,089


547,404




Charme Capital Partners Limited (Registered number: 09487131)


Statement of Financial Position

31 December 2023



2023

2022



Notes

£   

£   

£   

£   


FIXED ASSETS

Tangible assets

11

76,795


113,638




CURRENT ASSETS

Debtors

12

2,359,403


2,488,970



Cash at bank

1,773,742


1,513,540



4,133,145


4,002,510



CREDITORS

Amounts falling due within one year

13

825,585


1,126,931



NET CURRENT ASSETS

3,307,560


2,875,579



TOTAL ASSETS LESS CURRENT

LIABILITIES

3,384,355


2,989,217




PROVISIONS FOR LIABILITIES

16

6,731


6,682



NET ASSETS

3,377,624


2,982,535




CAPITAL AND RESERVES

Called up share capital

17

1,326,000


1,326,000



Retained earnings

2,051,624


1,656,535



SHAREHOLDERS' FUNDS

3,377,624


2,982,535




The financial statements were approved by the Board of Directors and authorised for issue on 24 April 2024 and were signed on its behalf by:






C. Di Montezemolo - Director



Charme Capital Partners Limited (Registered number: 09487131)


Statement of Changes in Equity

for the Year Ended 31 December 2023



Called up



share


Retained


Total


capital


earnings


equity

£   

£   

£   


Balance at 1 January 2022

1,326,000


1,109,131


2,435,131




Changes in equity

Profit for the year

-


533,896


533,896



Other comprehensive income

-


13,508


13,508



Total comprehensive income

-


547,404


547,404



Balance at 31 December 2022

1,326,000


1,656,535


2,982,535




Changes in equity

Profit for the year

-


401,294


401,294



Other comprehensive income

-


(6,205

)

(6,205

)


Total comprehensive income

-


395,089


395,089



Balance at 31 December 2023

1,326,000


2,051,624


3,377,624




Charme Capital Partners Limited (Registered number: 09487131)


Statement of Cash Flows

for the Year Ended 31 December 2023



2023


2022


Notes

£   

£   


Cash flows from operating activities

Cash generated from operations

1

685,422


600,012



Accrued income

(271,325

)

281,730



Other operating cash flow adjustment

(6,205

)

13,508



Tax paid

(139,101

)

(232,760

)


Net cash from operating activities

268,791


662,490




Cash flows from investing activities

Purchase of tangible fixed assets

(8,610

)

(8,986

)


Interest received

21


-



Net cash from investing activities

(8,589

)

(8,986

)



Increase in cash and cash equivalents

260,202


653,504



Cash and cash equivalents at beginning of

year

2

1,513,540


860,036




Cash and cash equivalents at end of year

2

1,773,742


1,513,540




Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Statement of Cash Flows

for the Year Ended 31 December 2023


1.

RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM

OPERATIONS


2023


2022

£   

£   



Profit for the financial year

401,294


533,896




Depreciation charges

45,454


47,313




Finance income

(21

)

-




Taxation

144,639


142,849



591,366


724,058




Decrease/(increase) in trade and other debtors

129,567


(267,163

)



(Decrease)/increase in trade and other creditors

(35,511

)

143,117




Cash generated from operations

685,422


600,012




2.

CASH AND CASH EQUIVALENTS



The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:



Year ended 31 December 2023


31.12.23


1.1.23

£   

£   



Cash and cash equivalents

1,773,742


1,513,540




Year ended 31 December 2022


31.12.22


1.1.22

£   

£   



Cash and cash equivalents

1,513,540


860,036





3.

ANALYSIS OF CHANGES IN NET FUNDS



At 1.1.23

Cash flow

At 31.12.23

£   

£   

£   



Net cash



Cash at bank

1,513,540


260,202


1,773,742



1,513,540


260,202


1,773,742




Debt


Debts falling due within 1 year

(100,000

)

-


(100,000

)


(100,000

)

-


(100,000

)



Total

1,413,540


260,202


1,673,742




Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Financial Statements

for the Year Ended 31 December 2023


1.

GENERAL INFORMATION



Charme Capital Partners Limited is a company incorporated in the United Kingdom under the Companies Act 2006. The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 7th Floor, 3 St. James's Square, London, England, SW1Y 4JU


2.

STATEMENT OF COMPLIANCE



These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.  


3.

ACCOUNTING POLICIES



Basis of preparation


The financial statements have been prepared under the historical cost basis, and in accordance with Financial Reporting Standard 102 (FRS102) "The Financial Reporting Standard Applicable in the UK and Republic of Ireland", issued by the Financial Reporting Council.



Going concern


Having given due consideration to the impact of Ukraine and Israel-Gaza conflicts on the business, as set out in the Strategic Report and Directors' Report on pages 1-6, and the financial resources available, the directors continue to prepare the financial statements on the going concern basis.



The Company was profit making in the year, had net current assets and nets assets at the year end date. The financial statements have been prepared on a going concern basis which means the Company can be expected to meet its liabilities as the fall due for a period of at least 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risk of the business as well as the Company's business model and availability of cash resources.



The financial statements are prepared in pound, which is the functional currency of the entity.



Revenue recognition


Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.



Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.



Tangible fixed assets

Fixed assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Leasehold property improvements - straight line over the lease term

Fixture and fittings - straight line over the lease term

Office equipment - straight line over three years


Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


3.

ACCOUNTING POLICIES - continued



Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.


Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.


Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.


Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


3.

ACCOUNTING POLICIES - continued



Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.


Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.


Cash and cash equivalents


Cash and cash equivalents include cash in hand, deposit s held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less when acquired that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.



Operating lease


Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similar spread on a straight-line  basis over the lease term.


4.

JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY


In the application of the Company's accounting policies, which are described in note 3, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

There are no critical judgements and key estimation uncertainty that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

5.

TURNOVER



The turnover and profit before taxation are attributable to the one principal activity of the company.



An analysis of turnover by class of business is given below:



2023


2022

£   

£   



Provision of services

6,037,642


7,418,290




Other income

406,258


221,110



6,443,900


7,639,400




Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


6.

EMPLOYEES AND DIRECTORS


2023


2022

£   

£   



Wages and salaries

3,408,765


4,684,062




Social security costs

470,604


654,362




Other pension costs

87,865


85,890



3,967,234


5,424,314





The average number of employees during the year was as follows:


2023


2022



Administrative staff

4


2




Management staff

9


8



13


10




7.

DIRECTORS' EMOLUMENTS


2023


2022

£   

£   



Directors' remuneration

2,159,081


2,765,987





The number of directors to whom retirement benefits were accruing was as follows:



Money purchase schemes

1


1





Information regarding the highest paid director is as follows:


2023


2022

£   

£   



Emoluments etc

869,517


1,291,239




8.

OPERATING PROFIT



The operating profit is stated after charging:



2023


2022

£   

£   



Depreciation - owned assets

45,454


47,314




Foreign exchange differences

14,880


2,619




9.

AUDITORS' REMUNERATION


2023


2022

£   

£   



Fees payable to the company's auditors for the audit of the company's

financial statements

38,000


38,670




Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


10.

TAXATION



Analysis of the tax charge


The tax charge on the profit for the year was as follows:


2023


2022

£   

£   



Current tax:


UK corporation tax

144,590


144,638





Deferred tax

49


(1,789

)



Tax on profit

144,639


142,849





UK corporation tax has been charged at 23.50% (2022 - 19%).



Reconciliation of total tax charge included in profit and loss


The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:



2023


2022

£   

£   



Profit before tax

545,933


676,745




Profit multiplied by the standard rate of corporation tax in the UK of

23.500% (2022 - 19%)  

128,294


128,582





Effects of:


Expenses not deductible for tax purposes

5,444


4,822




Depreciation in excess of capital allowances

8,301


5,255




Unrelieved foreign tax  

1,428


4,074




Other tax adjustments to increase (decrease) tax liability

1,172


116




Total tax charge

144,639


142,849





Tax effects relating to effects of other comprehensive income




2023



Gross


Tax


Net


£   

£   

£   



Forex retranslation reserves

(6,205

)

-


(6,205

)




2022



Gross


Tax


Net


£   

£   

£   



Forex retranslation reserves

13,508


-


13,508




Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


10.

TAXATION - continued


Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

Deferred tax assets arise as a result of temporary differences, where the time at which profits and losses are recognised for tax purposes differs from the time at which the relevant transaction is recorded in the accounts. A deferred tax asset represents a tax reduction that is expected to arise in a future period. Deferred tax assets are measured at the tax rates that are expected to apply to the period when the asset is realised based on the tax rates that have been enacted at the year-end date.

The Company was profitable in 2023 and 2022 and based on its forecasts and projections it is considered sufficiently probable that it will generate sufficient taxable profits in the foreseeable future against which these temporary differences can be fully utilised.

11.

TANGIBLE FIXED ASSETS


Fixtures



Long


and


Computer



leasehold


fittings


equipment


Totals

£   

£   

£   

£   



COST


At 1 January 2023

292,247


96,259


109,125


497,631




Additions

-


-


8,702


8,702




Reclassification/transfer

-


(248

)

(234

)

(482

)



At 31 December 2023

292,247


96,011


117,593


505,851




DEPRECIATION


At 1 January 2023

214,988


71,067


97,938


383,993




Charge for year

29,201


9,767


6,486


45,454




Reclassification/transfer

-


(205

)

(186

)

(391

)



At 31 December 2023

244,189


80,629


104,238


429,056




NET BOOK VALUE


At 31 December 2023

48,058


15,382


13,355


76,795




At 31 December 2022

77,259


25,192


11,187


113,638




12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022


£   

£   



Trade debtors

62,331


61,463




Other debtors

301,722


308,223




Prepayments and accrued income

1,995,350


2,119,284



2,359,403


2,488,970




Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022


£   

£   



Debentures (see note 14)

100,000


100,000




Trade creditors

240,779


162,969




Corporation Tax

133,147


127,658




Social security and other taxes

213,803


318,001




Other creditors

13,154


22,276




Accruals and deferred income

124,702


396,027



825,585


1,126,931




14.

LOANS



An analysis of the maturity of loans is given below:


2023

2022


£   

£   



Amounts falling due within one year or on demand:


Shareholders' loan

100,000


100,000




15.

LEASING AGREEMENTS



Minimum lease payments under non-cancellable operating leases fall due as follows:

2023

2022


£   

£   



Within one year

396,424


388,537




Between one and five years

515,191


897,406




In more than five years

-


14,209



911,615


1,300,152




16.

PROVISIONS FOR LIABILITIES

2023

2022


£   

£   



Deferred tax


Accelerated capital allowances

6,731


6,682





Deferred



tax


£   



Balance at 1 January 2023

6,682




Charge to Income Statement during year

49




Balance at 31 December 2023

6,731




17.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:

Class:

Nominal

2023

2022



value:

£   

£   



1,326,000

Ordinary

1

1,326,000


1,326,000




Charme Capital Partners Limited (Registered number: 09487131)


Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


18.

RELATED PARTY DISCLOSURES




Amounts owed to related parties include a loan from the sole shareholder of the Company. The loan is unsecured and repayable on 31 December 2024. No interest is due on the loan. Details of the amount is disclosed in note 14.



Management fees are received from a company owned by Mr Cordero di Montezernolo. The fees are determined based on a cost plus basis, in line with the transfer pricing arrangement.


Current year management fees amount to £6,037,642 (2022: £6,318,290) The outstanding balance at year end was £1,826,480 (2022: £1,892,052)



Directors remuneration has been disclosed on note 7 to the accounts. The outstanding balance due to the directors at year end is equal to £10,000. The outstanding balance at the date of the approval of Financial Statements is nil.


19.

EVENTS AFTER THE END OF THE REPORTING PERIOD


There have been no post balance sheet events.

20.

ULTIMATE CONTROLLING PARTY


The company was under the control of Mr. Matteo Cordero Di Montezemolo, sole shareholder of the company throughout the current period.