REGISTERED NUMBER: |
REPORT OF THE DIRECTOR AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
GREENLIGHT RE MARKETING (UK) LTD |
REGISTERED NUMBER: |
REPORT OF THE DIRECTOR AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
GREENLIGHT RE MARKETING (UK) LTD |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 3 |
Income Statement | 6 |
Other Comprehensive Income | 7 |
Balance Sheet | 8 |
Statement of Changes in Equity | 9 |
Notes to the Financial Statements | 10 |
GREENLIGHT RE MARKETING (UK) LTD |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Director: |
Secretary: |
Registered office: |
Registered number: |
Auditors: |
Deloitte & Touche House |
29 Earlsfort Terrace |
Dublin 2 |
D02 AY28 |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The director presents his report with the financial statements of the company for the year ended 31 December 2023. |
Principal activity |
The principal activity of the company in the year under review was that of marketing services. |
Director |
Statement of director's responsibilities |
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
Auditors |
The auditors, Deloitte Ireland LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
On behalf of the board: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
GREENLIGHT RE MARKETING (UK) LTD |
Report on the audit of the financial statements |
Opinion on the financial statements of Greenlight Re Marketing (UK) Limited ("the company") |
In our opinion the financial statements: |
- | give a true and fair view of the assets, liabilities and financial position of the company as at 31 December 2023 and of the profit for the financial year then ended; and |
- | have been properly prepared in accordance with the relevant financial reporting framework and, in particular, with the requirements of the Companies Act 2006. |
The financial statements we have audited comprise: |
- | the Income Statement; |
- | the Other Comprehensive Income; |
- | the Balance Sheet; |
- | the Statement of Changes in Equity; |
- | the related notes 1 to 12, including a summary of significant accounting policies as set out in note 2. |
The relevant financial reporting framework that has been applied in their preparation is the Companies Act 2006 and FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' issued by the Financial Reporting Council ("the relevant financial reporting framework"). |
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 described below 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 Ethical Standard (the FRC'S), 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 Report of the Director and Financial Statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Report of the Director and Financial Statements. 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 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. |
Responsibilities of directors |
As explained more fully in the Report of the Director, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014, 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
GREENLIGHT RE MARKETING (UK) LTD |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Auditor's responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
A further description of our responsibilities for the audit of the financial statements is located on FRC's website at: www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor's report. |
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 about their own identification and assessment of the risks of irregularities. |
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 UK Companies Act; 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. |
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. |
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. |
Report on other legal and regulatory requirements |
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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has 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 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: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
GREENLIGHT RE MARKETING (UK) LTD |
- | 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. |
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. |
for and on behalf of |
Deloitte & Touche House |
29 Earlsfort Terrace |
Dublin 2 |
D02 AY28 |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
31/12/23 | 31/12/22 |
Notes | $ | $ |
TURNOVER |
Administrative expenses | ( |
) | ( |
) |
111,698 | 67,158 |
Other operating income |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit | 5 | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL YEAR |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
31/12/23 | 31/12/22 |
Notes | $ | $ |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
BALANCE SHEET |
31 DECEMBER 2023 |
31/12/23 | 31/12/22 |
Notes | $ | $ |
CURRENT ASSETS |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Other reserves | 10 |
Retained earnings | 10 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director and authorised for issue on |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
$ | $ | $ | $ |
Balance at 1 January 2022 |
Changes in equity |
Capital contribution | - | - | 1,643,797 | 1,643,797 |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Capital contribution | - | - | 3,435,057 | 3,435,057 |
Total comprehensive income | - |
Balance at 31 December 2023 |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Greenlight Re Marketing (UK) Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
The Company's functional and presentational currency is US Dollars (USD) and the financial statements have been rounded to the nearest dollar ($). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Turnover |
Turnover represents amounts charged to the company’s parent and other group companies under a service agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred. |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
Basic financial liabilities |
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit and loss on a straight line basis over the period of the lease. |
3. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
$ | $ |
Wages and salaries | 1,475,549 | 803,660 |
Social Security costs | 236,552 | 121,981 |
Other pension costs | 98,429 | 65,972 |
1,810,530 | 991,613 |
The average number of employees during the period was as follows: |
Employees | 9 | 5 |
$ | $ |
Director's remuneration | - | - |
In accordance with note 2, the Company meets the definition of a qualifying entity under FRS 102 and has taken an exemption in relation to disclosing share-based compensation. |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31/12/23 | 31/12/22 |
$ | $ |
Auditors' remuneration |
Foreign exchange differences | ( |
) | ( |
) |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
5. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31/12/23 | 31/12/22 |
$ | $ |
Current tax: |
UK corporation tax |
Tax on profit |
UK corporation tax has been charged at 25% (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: |
31/12/23 | 31/12/22 |
$ | $ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Total tax charge | 36,353 | 30,764 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/23 | 31/12/22 |
$ | $ |
Amounts owed by group undertakings |
Note receivable from RP | 3,821,818 | 1,654,344 |
Prepayments |
The note receivable relates to a working capital facility the company provided to a related party entity in the UK. Under the facility the company receives interest of 1%. The facility is repayable on demand but not prior to 31 December 2023. All other amounts owed by group undertakings are unsecured, interest free and repayable on demand. |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/23 | 31/12/22 |
$ | $ |
Tax |
Accrued expenses |
8. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
31/12/23 | 31/12/22 |
$ | $ |
Within one year |
GREENLIGHT RE MARKETING (UK) LTD (REGISTERED NUMBER: 12988556) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31/12/23 | 31/12/22 |
value: | $ | $ |
Ordinary | £1 | 1 | 1 |
10. | RESERVES |
Retained | Other |
earnings | reserves | Totals |
$ | $ | $ |
At 1 January 2023 | 1,729,177 |
Profit for the year |
Capital contribution | - | 3,435,057 | 3,435,057 |
At 31 December 2023 | 5,272,372 |
For the period 1st January 2023 to 31st December 2023, USD -$8,167 of the group share based benefit expense was recognised in the company's equity as capital contribution from the parent. |
The following describes the nature and purpose of each reserve within equity: |
Called up share capital |
Amount subscribed for share capital at nominal value which remain fully paid up. |
Capital contribution reserve |
Non-refundable capital introduced by the shareholder of the company, contributed with no beneficial interest in the debt or equity of the company. |
Capital contribution - share based payment payments |
Amount of share based benefit contributed by the shareholder of the company. This is recognised as an expense in the Statement of Comprehensive Income. |
Retained Earnings |
All other net gains and losses and transactions attributable to the shareholder of the company. |
11. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
12. | CONTROLLING PARTY |
The UK company is a wholly owned subsidiary of Greenlight Capital Re, Ltd a company registered in the Cayman Islands. Greenlight Capital Re, Ltd is also the parent company. |