Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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FOUR GARDENS CAPITAL LIMITED
COMPANY INFORMATION
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FOUR GARDENS CAPITAL LIMITED
CONTENTS
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FOUR GARDENS CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The director presents his strategic report for Four Gardens Capital Limited ("the Company") for the year ended 31 December 2023.
The principal activity of the Company is a holding company. The Company owns a 50% shareholding in FIFTHDELTA LTD, an associated company.
The principal risk is the financial performance of an associated company, FIFTHDELTA LTD. Other risks may include liquidity risk, credit risk, market risk, and operational risk as set out below. The Company has in place policies and procedures to manage such risks, and these are reviewed regularly to reflect changes in market conditions and the Company’s activities.
Liquidity risk The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Company ensures it has sufficient autonomy over cash outflows to manage this risk and expects to meet its future financial obligations through operating cash flows. Credit risk Credit risk is the risk of financial loss to the Company of counterparties fail to meet contractual obligations. The Company may be exposed to credit risk on cash deposits placed with financial institutions. Cash deposits are placed with reputable banks with secure long term credit ratings. Market risk Market risk is the risk of financial loss arising from adverse movements in financial markets, such as changes in interest rates and foreign exchange rates, which affect the Company’s income and/or the value of certain assets. The Company is exposed to foreign currency risk in respect of assets and liabilities denominated in currencies other than GBP. The Company monitors such exposures and executes foreign exchange deals to manage the exposures within tolerable parameters. Operational risk Operational risk is the potential for financial loss and/or reputational damage resulting from inadequate or failed internal controls. Operational risks are regularly assessed, monitored and managed.
The director reviews a range of key performance indicators ("KPIs") on a regular basis to monitor the performance of the Company. The financial KPIs include monitoring of liquidity and investments. Non-financial KPIs include operational risk incidents. The ongoing review of KPIs is integral to maintaining the performance of the Company.
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FOUR GARDENS CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Section 172 of the Companies Act 2006 requires the director to act in the manner he considers, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholder. As part of the Company’s deliberations and decision-making process, the director also takes into account the following:
• The likely consequences of any decisions in the long-term; • The interests of the Company’s employees; • The need to foster the Company’s business relationship with suppliers, customers and others; • The impact of the Company’s operations on the community and the environment; • The desirability of the Company maintaining a reputation for high standards of business conduct; and • The need to act fairly between shareholders of the Company. During the year ended 31 December 2023, the director considered the factors set out above in discharging his duties under section 172. The director recognises that building strong relationships with the Company’s stakeholders, including suppliers, will help deliver the Company’s strategy in line with its long-term objectives (i.e., the long-term viability and success of the Company). The director is committed to effective engagement with all stakeholders in delivering the long-term objectives. The director is also the Company’s sole shareholder. As such, the director’s best interests are directly aligned with the best interests of the Company (i.e., the long-term viability and success of the Company). For this reason, the long-term consequences of decisions are an intrinsic consideration in the decision-making process and the director effects his managerial responsibilities in a manner that is likely to promote robust corporate governance and positive outcomes for stakeholders as a whole. The director, in discharging his duties, may delegate to management for the day-to-day running of the business. Management is responsible for implementing decisions made by the director, whilst considering the relative interests and priorities of each stakeholder. The Company holds regular Board of Directors meetings. These Board of Directors meetings act as the formal mechanism through which corporate governance and management decisions are made. As part of the decision-making process, the director discusses the relative merits of decisions with management and considers the impact on the Company’s stakeholders. Furthermore, the director challenges management to ensure all stakeholder interests are considered in the day-to-day management and operations of the Company. The Company has no employees. The Company relies on certain external suppliers to help ensure the smooth running of the business. The director views suppliers as key business partners. When managing business relationships with suppliers, the director aims to ensure that suppliers are given access to the necessary resources to carry out their services, remunerated appropriately and are treated fairly by the Company at all times. Ultimately, the director’s approach to decision-making is designed to ensure that the Company maintains a reputation for high standards of business conduct. By doing so, the director promotes the long-term viability and success of the Company. The director believes he has demonstrated compliance with his legal duty under section 172 of the Companies Act 2006.
This report was approved by the board on 19 March 2024 and signed on its behalf.
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FOUR GARDENS CAPITAL LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The director presents his report and the financial statements for the year ended 31 December 2023.
The profit for the year, after taxation, amounted to £16,830,305 (2022 - £213,630).
Dividends of £60,310 were declared and paid during the year (2022 - £nil).
The director who served during the year was:
The director is responsible for preparing the Strategic report, the Director's report 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 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 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 for the Company'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; and,
∙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 to 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.
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FOUR GARDENS CAPITAL LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditors, Haysmacintyre LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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FOUR GARDENS CAPITAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOUR GARDENS CAPITAL LIMITED
We have audited the financial statements of Four Gardens Capital Limited ("the Company") for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Company 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.
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
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FOUR GARDENS CAPITAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOUR GARDENS CAPITAL LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and,
∙the Strategic report and the Director's 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 material misstatements in the Strategic report or the Director's report.
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FOUR GARDENS CAPITAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOUR GARDENS CAPITAL LIMITED (CONTINUED)
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 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:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the holding company and trade regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
∙inspecting correspondence with regulators and tax authorities;
∙discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
∙evaluating management's controls designed to prevent and detect irregularities;
∙identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and
∙challenging assumptions and judgements made by management in their critical accounting estimates.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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FOUR GARDENS CAPITAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOUR GARDENS CAPITAL LIMITED (CONTINUED)
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 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.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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FOUR GARDENS CAPITAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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FOUR GARDENS CAPITAL LIMITED
REGISTERED NUMBER: 13395655
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 13 to 20 form part of these financial statements.
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FOUR GARDENS CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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FOUR GARDENS CAPITAL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
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FOUR GARDENS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Four Gardens Capital Limited is a private company limited by shares, incorporated in England and Wales. The Company's registered number is 13395655. Its registered office address and principal place of business is 1st Floor, 15, Sackville Street, London, United Kingdom, W1S 3DJ. The Company was incorporated on 14 May 2021.
2.Accounting policies
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
Functional and presentation currency
Transactions and balances
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FOUR GARDENS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and investments in ordinary shares.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
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FOUR GARDENS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised. Valuation of investments Investments in unlisted shares are stated at historic cost less impairment where the external market value cannot be reliably determined. The director reviews these investments annually for any evidence of impairment and if there are any changes to future economic benefit gained by the Company. No impairment charge has been recognised against unlisted investments in the year. Recoverability of debtors The Company makes an estimate of the recoverable value of debtors. When assessing the impairment of debtors, management considers factors including ageing profile of debtors and historical experience. Debtors are impaired when there is objective evidence or indication that full or partial recoverability is not probable. The Company's director considers that, in the preparation of these financial statements, there were no other material judgments and estimates which could give rise to a material misstatement in future accounting periods.
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FOUR GARDENS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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FOUR GARDENS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
There were no factors that may affect future tax charges.
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FOUR GARDENS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Included within other debtors due within one year is a loan to T Chaharbaghi, a director, amounting to £NIL (2022 - £2,512,876). During the year ended 31 December 2023 the loan balance was repaid by reclassifying the loan as an unlisted investment addition.
Included within other debtors due within one year is a loan with a company with common ownership, amounting to £1,167,000 (2022 - £100,000). The loan is unsecured, interest free and repayable on demand. This balance is presented net of a bad debt provision amounting to £583,000 (2022: £NIL).
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FOUR GARDENS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Profit and loss account
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FOUR GARDENS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The controlling party is T Chaharbaghi.
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