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Registered number: 10081148














ELM CAPITAL HOLDING LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
ELM CAPITAL HOLDING LIMITED
 
 
COMPANY INFORMATION


Directors
E Deshormes 
B De Benedetti 
S Page 
M Renson 




Registered number
10081148



Registered office
Southwest House
11a Regent Street

London

SW1Y 4LR




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
ELM CAPITAL HOLDING LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Notes to the Financial Statements
 
15 - 29


 
ELM CAPITAL HOLDING LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Subsidiary Companies specialise in advising private equity funds and private equity investors. All the Subsidiary Companies assist General Partners in their fundraising activities and provide advisory services for the secondary sales of private equity funds, companies, portfolios of funds and portfolios of Companies.
The Directors present the group strategic report for the period ended 31 December 2023.

Business review
 
In the current year, the Group reported a profit before tax of £112,685 (2022 - loss £1,197,953). The Subsidiary Companies have generated Intermediation and placement fees of £3,970,909 (2022 - £1,794,619) in the year to 31 December 2023.
The results for the year and the financial position at the year-end were considered satisfactory by the directors who expect growth in the foreseeable future.

Principal risks and uncertainties
 
The main risks facing the Subsidiary Companies and the Group are market risk, operational risk and regulatory risk. Market risk remains the most important as adverse market conditions will undermine the search of investors for new funds. The Directors have the ability and the knowhow to diversify the Group business. The Subsidiary Companies employ adequately skilled professionals to carry out their business. The regulatory risk is typically minimal, however in 2021, Brexit has had an impact on the company’s regulatory regime. In order to continue to operate smoothly in the European Union, the Company has taken a number of measures. The Directors believe that the measures taken have allowed the Company and its subsidiaries to address the new regulatory environment and do not expect regulatory risk to be a significant risk factor going forward.

Financial key performance indicators
 
Given the straightforward nature of the business, the Company's Directors are of the opinion that any further analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.

Directors' statement of compliance with duty to promote the success of the Group
 
The Board of Directors of Elm Capital Holding Limited consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(1)(a-f) of the Act) in the decisions taken during the financial year ended 31 December 2023.
Consideration of long-term consequences are an inherent part of the Group's decision-making processes. As a privately-owned Group, the board considers that the interests of the Group and its shareholder are aligned in seeking sustainable value creation over the longer term through it's operations, promoting long term strategic decision-making. These factors also drive a continuing focus on the maintenance of durable relationships with stakeholders, built on the Group's reputation with clients and suppliers.
The Group operates in a sector characterised by long term relationships with stakeholders. Maintaining a reputation for high standards of business conduct is vital and the Group expects all members of the supply chain to always act with integrity, acting openly, honestly and ethically. The Group has zero tolerance to fraud and consistently maintains effective oversight and scrutiny processes, executed with independence and impartiality. Integrity is underpinned with policies in relation to bribery and corruption, data protection, equality, diversity and inclusion, modern slavery, fraud and whistleblowing, each of which is reinforced through appropriate measures.

Page 1

 
ELM CAPITAL HOLDING LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


This report was approved by the board on 19 July 2024 and signed on its behalf.



E Deshormes
Director

Page 2

 
ELM CAPITAL HOLDING LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

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

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


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

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £126,722 (2022 - loss £1,068,447).

The Directors do not propose any dividends for the year.

Directors

The Directors who served during the year were:

E Deshormes 
B De Benedetti 
S Page 
M Renson 

Future developments

There are no plans which will significantly change the activities and risks of the Company and the Group.

Engagement with employees

The Group has continued throughout the year to provide employees with relevant information and to seek their views on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the Group's performance and of any significant organisational changes.

Page 3

 
ELM CAPITAL HOLDING LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Engagement with suppliers, customers and others

The Group does not confirm to any code or standard regarding payment practice. However, it is the Group's policy to settle the terms of payment with suppliers when business is agreed, to ensure that suppliers are made aware of them and to pay invoices in accordance with these terms.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end. 

Auditors

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

This report was approved by the board on 19 July 2024 and signed on its behalf.
 





E Deshormes
Director

Page 4

 
ELM CAPITAL HOLDING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED
 

Opinion


We have audited the financial statements of Elm Capital Holding Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 Group's or the parent 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.


Page 5

 
ELM CAPITAL HOLDING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED (CONTINUED)

Other information


The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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.


In connection with our audit of the financial statementsour 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

 
ELM CAPITAL HOLDING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of similar businesses; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the Group’s remuneration policies. 

To address the risk of fraud through management bias and override of controls, we: 
 
performed analytical procedures to identify any unusual or unexpected relationships; 
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions. 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation; 
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.
 
Page 7

 
ELM CAPITAL HOLDING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELM CAPITAL HOLDING LIMITED (CONTINUED)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

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





Sean Brennan FCCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

19 July 2024
Page 8

 
ELM CAPITAL HOLDING LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
3,970,909
1,794,619

Administrative expenses
  
(3,717,844)
(2,934,192)

Operating profit/(loss)
 5 
253,065
(1,139,573)

Interest received and similar income
 10 
6,586
1,073

Interest paid and similar expenses
 11 
(146,966)
(59,453)

Profit/(loss) before taxation
  
112,685
(1,197,953)

Tax on profit/(loss)
 12 
14,037
129,506

Profit/(loss) for the financial year
  
126,722
(1,068,447)

  

Profit/(loss) for the year attributable to:
  

Owners of the parent Company
  
126,722
(1,068,447)

The notes on pages 15 to 29 form part of these financial statements.

Page 9

 
ELM CAPITAL HOLDING LIMITED
REGISTERED NUMBER:10081148

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
2,310
3,079

Tangible assets
 14 
26,309
48,675

  
28,619
51,754

Current assets
  

Debtors: amounts falling due after more than one year
 16 
-
94,838

Debtors: amounts falling due within one year
 16 
2,876,730
1,807,659

Cash at bank and in hand
  
80,247
355,853

  
2,956,977
2,258,350

Current liabilities
  

Creditors: amounts falling due within one year
 17 
(2,373,174)
(1,800,404)

Net current assets
  
 
 
583,803
 
 
457,946

Net assets
  
612,422
509,700


Capital and reserves
  

Called up share capital 
 19 
201,115
201,115

Share premium account
 20 
7,578
7,578

Capital redemption reserve
 20 
65,280
65,280

Profit and loss account
 20 
338,449
235,727

  
612,422
509,700


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 July 2024.




E Deshormes
Director

The notes on pages 15 to 29 form part of these financial statements.

Page 10

 
ELM CAPITAL HOLDING LIMITED
REGISTERED NUMBER:10081148

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 15 
210,204
210,204

Current assets
  

Debtors: amounts falling due within one year
 16 
394
394

Cash at bank and in hand
  
1,646
1,646

  
2,040
2,040

Current liabilities
  

Creditors: amounts falling due within one year
 17 
(1,510)
(1,510)

Net current assets
  
 
 
530
 
 
530

  

Net assets
  
210,734
210,734


Capital and reserves
  

Called up share capital 
 19 
201,115
201,115

Share premium account
 20 
7,578
7,578

Profit and loss account carried forward
  
2,041
2,041

  
210,734
210,734


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 July 2024.




E Deshormes
Director

The notes on pages 15 to 29 form part of these financial statements.

Page 11

 
ELM CAPITAL HOLDING LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
201,115
7,578
65,280
235,727
509,700



Profit for the year
-
-
-
126,722
126,722

Preferred Dividends: Equity capital
-
-
-
(24,000)
(24,000)


At 31 December 2023
201,115
7,578
65,280
338,449
612,422



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
201,115
7,578
65,280
1,304,174
1,578,147



Loss for the year
-
-
-
(1,068,447)
(1,068,447)


At 31 December 2022
201,115
7,578
65,280
235,727
509,700


The notes on pages 15 to 29 form part of these financial statements.

Page 12

 
ELM CAPITAL HOLDING LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
201,115
7,578
2,041
210,734


At 31 December 2023
201,115
7,578
2,041
210,734



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
201,115
7,578
(181,405)
27,288



Profit for the year
-
-
183,446
183,446


At 31 December 2022
201,115
7,578
2,041
210,734


The notes on pages 15 to 29 form part of these financial statements.

Page 13

 
ELM CAPITAL HOLDING LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
126,722
(1,068,447)

Adjustments for:

Amortisation of intangible assets
769
769

Depreciation of tangible assets
26,490
47,562

Loss on disposal of tangible assets
-
240

Interest paid
146,966
59,453

Interest received
(6,586)
(1,073)

Taxation charge
(12,144)
(129,506)

(Increase)/decrease in debtors
(1,159,173)
1,016,889

Increase/(decrease) in creditors
586,622
(581,511)

Decrease / (increase) in provision
(1,893)
-

Corporation tax received
185,125
54,214

Net cash generated from operating activities

(107,102)
(601,410)


Cash flows from investing activities

Purchase of intangible fixed assets
-
(7,880)

Purchase of tangible fixed assets
(4,124)
-

Interest received
6,586
1,073

Net cash from investing activities

2,462
(6,807)

Cash flows from financing activities

Dividends paid
(24,000)
-

Interest paid
(146,966)
(59,453)

Net cash used in financing activities
(170,966)
(59,453)

Net (decrease) in cash and cash equivalents
(275,606)
(667,670)

Cash and cash equivalents at beginning of year
355,853
1,023,523

Cash and cash equivalents at the end of year
80,247
355,853


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
80,247
355,853


The notes on pages 15 to 29 form part of these financial statements.

Page 14

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Elm Capital Holding Limited is a Limited Company incorporated and domiciled in England and Wales, with its registered office address at 7th Floor, Southwest House, 11A Regent Street, London, SW1Y 4LR.
The Company's principal activity is that of a holding company. It is the parent company to Elm Capital Associates Limited, Elm Capital USA Limited and Elm Capital EU Unipessoal Lda.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 15

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue is recognised as per the terms defined in the service agreements.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

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

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

Page 16

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 17

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over the lease term
Fixtures and fittings
-
20%-33% straight line basis

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Basic financial instruments

Basic financial instruments include trade & other debtors, trade & other creditors, cash at bank & in hand and investments in subsidiaries.
Trade debtors, other debtors and loans to related parties are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties.
Interest bearing borrowings, such bank loans, classified as basic financial instruments are recognised initially at the present value of future payments discounted at a market rate of interest. Thereafter they are stated at amortised cost using the effective interest method.
Cash and cash equivalents comprise cash balances and call deposits.

 
2.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 18

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgments and estimates have been made include:
Property, plant and equipment - are depreciated over their useful life taking into account, where appropriate, residual values. Assessment of useful lives and residual values are performed annually, taking into account factors such as economic viability and expected future financial performance of the asset. In assessing the residual values, the remaining life of the asset, its projected disposal value and future market conditions are taken into account.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Placement fees
2,325,695
810,402

Intermediation fees
1,645,214
934,217

Advisory fees
-
50,000

3,970,909
1,794,619


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
164,540
162,500

Rest of Europe
3,679,931
1,503,647

Rest of the world
126,438
128,472

3,970,909
1,794,619



5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2023
2022
£
£

Defined pension contributions
85,419
76,606

Exchange differences
27,668
(36,664)

Other operating lease rentals
244,466
254,198

Depreciation of tangible fixed assets
26,490
47,562

Page 19

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2023
2022
£
£


Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
44,585
32,161


7.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
1,844,296
1,594,405

Social security costs
251,373
226,232

Cost of defined contribution scheme
85,419
76,606

2,181,088
1,897,243


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Administration
12
12
-
-



Directors
4
5
5
5

16
17
5
5

Page 20

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
366,893
420,644

Group contributions to defined contribution pension schemes
10,400
16,192

377,293
436,836


The highest paid Director received remuneration of £211,559 (2022 - £209,589).


9.


Key management compensation

Key management is made up solely of the Directors and compensation paid to them during the year totaled £377,293 (2022 – £436,836).


10.


Interest received

2023
2022
£
£


Other interest received
6,586
1,073


11.


Interest paid and similar expenses

2023
2022
£
£


Other loan interest paid
145,153
59,453

Other interest paid
1,813
-

146,966
59,453

Page 21

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
(115,061)

Adjustments in respect of previous periods
(13,225)
(13,371)


Foreign tax on income for the year
1,081
2,018

Foreign tax in respect of prior periods
-
1,785

Total current tax
(12,144)
(124,629)

Deferred tax


Origination and reversal of timing differences
(1,893)
(4,877)

Taxation on loss on ordinary activities
 
(14,037)
 
(129,506)
Page 22

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit/(loss) on ordinary activities before tax
112,685
(1,197,953)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
21,410
(227,611)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
146
146

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,457
9,342

Capital allowances for year in excess of depreciation
2,029
4,383

Utilisation of tax losses
(24,000)
-

Non-taxable profits of foreign subsidiaries
-
1,736

Adjustments to tax charge in respect of prior periods
(13,225)
(13,371)

Short term timing difference leading to an increase (decrease) in taxation
-
13,225

Book profit on chargeable assets
-
46

Unrelieved tax losses carried forward
-
87,475

Group relief
(961)
-

Deferred tax movement
(1,893)
(4,877)

Total tax charge for the year
(14,037)
(129,506)


Factors that may affect future tax charges

There were no factors that may affect future tax charges of the Company. 
At the balance sheet date the Group has estimated tax losses of £272,034 (2022 - £402,108) available to carry forward against future taxable profits. 

Page 23

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2023
7,693



At 31 December 2023

7,693



Amortisation


At 1 January 2023
4,614


Charge for the year on owned assets
769



At 31 December 2023

5,383



Net book value



At 31 December 2023
2,310



At 31 December 2022
3,079



All of the Group's intangible fixed assets are held in the Parent Company

Page 24

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets

Group






Short-term leasehold property
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 January 2023
170,736
128,367
299,103


Additions
-
4,124
4,124



At 31 December 2023

170,736
132,491
303,227



Depreciation


At 1 January 2023
152,341
98,087
250,428


Charge for the year on owned assets
17,721
8,769
26,490



At 31 December 2023

170,062
106,856
276,918



Net book value



At 31 December 2023
674
25,635
26,309



At 31 December 2022
18,395
30,280
48,675

Page 25

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
210,204



At 31 December 2023
210,204





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Elm Capital Associates Limited
Southwest House, 11a Regent Street, London, England, SW1Y 4LR
Ordinary
100%
Elm Capital USA Limited
Southwest House, 11a Regent Street, London, England, SW1Y 4LR
Ordinary
100%
Elm Capital Eu Unipessoal Lda
Rua Tierno Galvan, Nº 10, Tower 3, Amoreiras, Floor 6, Room 602 1070-274 Lisbon
Ordinary
100%

Page 26

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Trade debtors
-
94,838
-
-


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
2,472,568
1,210,207
-
-

Amounts owed by group undertakings
-
-
379
379

Other debtors
275,086
467,964
15
15

Prepayments and accrued income
124,098
126,403
-
-

Deferred taxation
4,978
3,085
-
-

2,876,730
1,807,659
394
394



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
179,532
33,856
-
-

Amounts owed to group undertakings
-
-
890
890

Corporation tax
-
13,852
-
-

Other taxation and social security
13,112
192,762
-
-

Other creditors
1,880,546
1,397,993
620
620

Accruals and deferred income
299,984
161,941
-
-

2,373,174
1,800,404
1,510
1,510


IIncluded within other creditors for the Group is a loan from a Director. The balance subsisting at the year end is £1,829,800 (2022: £1,376,621) and is repayable on demand. Interest of £145,153 (2022: £26,621) has been accrued in the period, of which £91,973 (2022: £nil) has been paid to the Director in the period

Page 27

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
3,085
(1,792)


Charged to profit or loss
1,893
4,877



At end of year
4,978
3,085

Group
Group
2023
2022
£
£

Accelerated capital allowances
4,978
3,085


19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



111,500 (2022 - 111,500) Ordinary shares of £0.01 each
1,115
1,115
200,000 (2022 - 200,000) Preference shares of £1.00 each
200,000
200,000

201,115

201,115



20.


Reserves

Share premium account

The share premium account includes any premiums received on issue of share capital.It is a non-distributable reserve.

Capital redemption reserve

The capital redemption reserve was created when the shares in Elm Capital USA Limited were purchased. it is a non-distributable reserve.

Profit and loss account

The profit and loss reserve contains the cumulative balance of retained profit and losses since the Group started trading. It is a distributable reserve.

Page 28

 
ELM CAPITAL HOLDING LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £85,419 (2022 - £76,606).


22.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
284,472
284,472

Later than 1 year and not later than 5 years
1,009,417
1,137,888

Later than 5 years
-
156,001

1,293,889
1,578,361

23.


Related party transactions

The Company forms part of a wholly-owned group and accordingly has taken advantage of the exemption allowed under section 33.1A of FRS 102 not to disclose transactions with other group companies.


24.


Controlling party

The ultimate controlling party is E Deshormes by virtue of his shareholding.

 
Page 29