REGISTERED NUMBER: |
VOLTAIRE CAPITAL HOLDINGS LIMITED |
REPORT OF THE DIRECTOR AND |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
REGISTERED NUMBER: |
VOLTAIRE CAPITAL HOLDINGS LIMITED |
REPORT OF THE DIRECTOR AND |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Statement of Comprehensive Income | 3 |
Statement of Financial Position | 4 |
Statement of Changes in Equity | 5 |
Statement of Cash Flows | 6 |
Notes to the Statement of Cash Flows | 7 |
Notes to the Financial Statements | 8 | to | 20 |
VOLTAIRE CAPITAL HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The Sole Director presents the report and financial statements of Voltaire Capital Holdings Limited (the "Company" or "VCHL")) for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company was the ownership and development of intellectual property in the form of a multi-asset trading platform which it leased to its two subsidiaries, Voltaire Capital (United Kingdom) Limited ("VCUK") and Voltaire Capital US LLC ("VCUS"). |
However, the Company has not received any royalty payment in respect of these leases and the Company took the decision to cease trading and resolved to put Voltaire Capital (United Kingdom) Limited into creditors' voluntary liquidation in 2019. The Company also liquidated Voltaire Capital US LLC in October 2023. |
After making appropriate enquiries, management believes that the Company still has an adequate source of funding for the payment of its liabilities as they fall due with the continued support from its shareholder. However, following the decision for the company to cease trading in 2019, the Company is no longer deemed to be carrying out trading activities. Accordingly, these financial statements have been prepared on a basis other than that of a going concern. No adjustments to carrying value of the net assets presented in these financial statements has been necessary as it is deemed that there is no material difference between the preparation on a going concern basis and the preparation on a basis other than going concern. |
REVIEW OF BUSINESS |
The result for the year is shown in the Statement of Comprehensive Income on page 3. |
DIVIDENDS |
The Sole Director does not recommend payment of a final dividend. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTOR |
The Director who served throughout the year and up to the date of this report is as follows: |
S Schito |
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption. |
ON BEHALF OF THE BOARD: |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
STATEMENT OF COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | $ | $ |
TURNOVER |
Administrative expenses | ( |
) |
OPERATING (LOSS)/PROFIT | ( |
) |
Reversal of impairment on the |
liquidation of subsidiary | 4 |
1,912,620 | 1,016,788 |
Interest receivable and similar income | 5 |
PROFIT BEFORE TAXATION | 6 |
Tax on profit | 7 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
STATEMENT OF FINANCIAL POSITION |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | $ | $ | $ | $ |
ASSETS |
CURRENT ASSETS |
Debtors | 10 |
Cash at bank | 11 |
4,140,112 | 4,171,602 |
CAPITAL, RESERVES AND LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Share premium |
Retained earnings | 13 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
CREDITORS |
Amounts falling due within one year | 14 |
12,906,110 | 14,850,369 |
The director acknowledges his responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
The financial statements were approved by the director and authorised for issue on |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
$ | $ | $ | $ |
Balance at 1 January 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 December 2022 | 68,126 | (86,340,400 | ) | 75,593,507 | (10,678,767 | ) |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 December 2023 | ( |
) | ( |
) |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | $ | $ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) | ( |
) |
Net cash from operating activities | ( |
) | ( |
) |
Cash flows from investing activities |
Interest received |
Net cash from investing activities |
Decrease in cash and cash equivalents | ( |
) | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
41,731 |
Effect of foreign exchange rate changes | 1,575 | (3,854 | ) |
Cash and cash equivalents at end of year |
2 |
18,883 |
29,112 |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
$ | $ |
Profit before taxation | 1,912,769 | 1,016,825 |
Reversal of investment impairment | (2,445,993 | ) | - |
Finance income | (149 | ) | (37 | ) |
(533,373 | ) | 1,016,788 |
Decrease in trade and other debtors | 21,261 | - |
Increase/(decrease) in trade and other creditors | 500,159 | (1,025,590 | ) |
Cash generated from operations | ( |
) | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 31 December 2023 |
31/12/23 | 1/1/23 |
$ | $ |
Cash and cash equivalents | 18,883 | 29,112 |
Year ended 31 December 2022 |
31/12/22 | 1/1/22 |
$ | $ |
Cash and cash equivalents | 29,112 | 41,731 |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Voltaire Capital Holdings Limited is a |
The principal activity of the Company is disclosed in the Director's Report. |
2. | ACCOUNTING POLICIES |
Statement of accounting policies |
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated. |
Basis of preparation |
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS's") and IFRS Interpretation Committee ("IFRS IC") as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. The financial statements are presented in US Dollars, the primary currency in which the Company operates ("Functional currency"). |
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the Group of which this is the parent qualifies as a small Group. The financial statements present information about the Company as an individual entity and not about its Group. |
Going concern |
The Company meets its funding requirements principally through the investments made by its shareholders. Although the Company ceased trading in 2019, management, after making appropriate queries, believes that the Company still has an adequate source of funding to meet its liabilities as they fall due with the continued support from its shareholder. Accordingly, the Company is no longer deemed to be carrying out trading activities and these financial statements have been prepared on a basis other than going concern. |
No adjustments to carrying value of the net assets presented in these financial statements has been necessary as it is deemed that there is no material difference between the preparation on a going concern basis and the preparation on a basis other than going concern. |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
• | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
• | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes; |
• | the requirements of paragraph 74(b) of IAS 16. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
New and revised ifrs’s in issue but not yet effective |
At the date of authorisation of these financial statements, there are no IFRS standards and IFRIC interpretations in issue but not yet effective which would have an impact on the financial statements. |
Critical accounting judgements and key sources of estimation uncertainty |
Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. |
Revenue recognition |
Income earned from the provision of services is recognised as revenue as the services are provided. Other income is recognised on an accruals basis. |
Intangible assets |
Amortisation is provided on all intangible assets, other than goodwill, on a straight-line basis over its expected useful economic life. Useful economic lives have been determined for specific assets as follows:- |
Intellectual Property | - | 5 years |
Investments in subsidiaries |
The investment is held at cost less impairment and is assessed for impairment at each reporting date. |
Where capital repayments are received from subsidiaries, the credit has been recorded against the investment balance to represent the reduction of the investment. |
Interest bearing borrowings |
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the Statement of Comprehensive Income over the period of the borrowings, together with any interest and fees payable, using the effective interest method. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial assets |
Classification |
Management determines the classification of its financial assets at initial recognition. The classification depends on the purposes for which the financial assets were acquired. The Company classifies assets as loans and receivables. |
Loans and receivables are non-derivative financial assets, except for the maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets. The Company's loans and receivables comprise cash and cash equivalents and trade and other receivables which are included in the statement of financial position. |
Recognition and measurement |
Loans and receivables are initially recognised at fair value plus transaction costs, if any, which are directly attributable to their acquisition or origination. Loans and receivables are subsequently carried at amortised cost using the effective interest method. |
Financial assets are derecognised when the right to receive cash flows from the asset have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. |
Trade and other receivables |
Trade and other receivables that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. |
Those that are receivable after more than one year or constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment. |
Cash and cash equivalents |
Cash and cash equivalents includes cash in hand, deposits held at call with banks, bank overdrafts and other short-term highly liquid investments with original maturities of three months or less. |
Impairment of financial assets |
Financial assets, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. |
For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. |
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. |
For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Trade and other payables |
Trade and other payables are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. |
Taxation |
Income tax expense represents the sum of the tax currently payable and deferred tax. |
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the Statement of Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. |
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. |
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. |
Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. |
Foreign currencies |
Transactions in currencies other than the functional currency of the Company are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to the statement of Comprehensive Income. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Risk management policies |
The Sole Director has overall responsibility for the establishment and oversight of the Company's risk management framework. |
The Company's operations expose it to a variety of financial risks including the effects of changes in interest rates on borrowings, foreign currency exchange rates, credit risk, liquidity risk, capital management risk and market risk. The risk management policies employed by the Company to manage these risks are discussed below. |
Market risk |
Other price risk |
For the period in question, the Directors believe that the Company is not exposed to any significant other price risk as the Company has no financial assets or liabilities that are susceptible to price changes. Accordingly no sensitivity analysis has been prepared. |
Interest rate risk |
Interest bearing assets comprise cash and bank deposits, which earn interest at market rates. All interest bearing liabilities are at a fixed rate and therefore the company is not exposed to any significant interest rate risk. Accordingly no sensitivity analysis has been prepared. |
Currency risk |
For the period in question, the Directors believe that the Company is not exposed to significant currency risk. Accordingly no sensitivity analysis has been prepared. |
Credit risk |
The Company is not exposed to significant credit risk. Accordingly no sensitivity analysis has been prepared. |
Liquidity risk and capital management |
Management considers the Company's capital to comprise of share capital, long term loans and reserves stated on the statement of financial position. The Company's objective when managing capital is to provide sufficient resources to allow the continued investment in new products that is required in the rapidly changing market in which the Group operates and to safeguard the Company's ability to meet its liabilities as they fall due. |
The Company manages capital by regularly monitoring its current and expected liquidity requirements rather than using debt/equity ratio analyses. No changes were made in the objectives, policies and processes during the current period. |
Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. |
The Company is not subject to either internally or externally imposed capital requirements and the Company has no liquidity risk for the foreseeable future considering the continued support of its shareholder and ultimate controlling party. |
3. | EMPLOYEES AND DIRECTORS |
The average monthly number of persons employed and remunerated by the company (including Directors) during the year was nil (2022: nil). |
No Director received any remuneration from the Company during either the current or preceding year. The Sole Director's services to the company are borne by fellow group undertakings through management charges. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
$ | $ |
Director's remuneration |
4. | EXCEPTIONAL ITEMS |
2023 | 2022 |
$ | $ |
Reversal of impairment on the |
liquidation of subsidiary |
5. | INTEREST RECEIVABLE AND SIMILAR INCOME |
2023 | 2022 |
$ | $ |
Other interest income | 149 | 37 |
6. | PROFIT BEFORE TAXATION |
The profit before taxation is stated after charging/(crediting): |
2023 | 2022 |
$ | $ |
Foreign exchange differences | ( |
) |
Legal and professional | 25,314 | 8,776 |
Bank charges | 13 | 26 |
7. | TAXATION |
Analysis of tax expense |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
Factors affecting the tax expense |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
$ | $ |
Profit before income tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
363,426 |
193,197 |
Effects of: |
Utilisation of tax losses | (363,426 | ) | (193,197 | ) |
Tax expense |
Whilst the company has material cumulative trading losses available to offset against future trading profits. no potential deferred tax asset for taxation losses has been recognised due to the uncertainty over the availability of future taxable profits. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
8. | INTANGIBLE FIXED ASSETS |
Intellectual Property | Cost | Amortisation | Impairment | Total |
$ | $ | $ | $ |
At 1 January 2022 | 18,435,478 | (8,967,639 | ) | (9,467,839 | ) | - |
Developer costs | - | - | - | - |
Amortisation charge for the year | - | - | - | - |
Impairment | - | - | - | - |
At 31 December 2022 and 1 January 2023 | 18,435,478 | (8,967,639 | ) | (9,467,839 | ) | - |
Developer costs | - | - | - | - |
Amortisation charge for the year | - | - | - | - |
Impairment | - | - | - | - |
At 31 December 2023 and 1 January 2023 | 18,435,478 | (8,967,639 | ) | (9,467,839 | ) | - |
Following their evaluation of the technical and operational capacities of the trading software and platform as promoted by the subsidiaries, management concluded there was material uncertainty that the business would allow for the intangible asset to generate any profit. |
Accordingly, the Company resolved to put Voltaire Capital (United Kingdom) Limited into Creditors' voluntary liquidation and realise the Intellectual Property in 2019. |
Providing the material uncertainty regarding the realisation of the Intellectual Property and related financial cost recovery, the Company fully impaired the Intellectual Property as at 31 December 2018. |
The Company liquidated Voltaire Capital US LLC in October 2023 as it had been dormant for years. |
Until 2018, management costs were accrued for recharge by the subsidiaries with related development costs capitalised in the cost of investment of the Intellectual Property, and related amortisation charges were included in administrative expenses on the Statement of Comprehensive Income. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
9. | INVESTMENTS |
2023 | 2022 |
$ | $ |
Investment cost: |
Voltaire Capital US LLC (liquidated in October 2023) | - | 27,074,569 |
Voltaire Capital (United Kingdom) Limited | 38,362,933 | 38,362,933 |
38,362,933 | 65,437,502 |
Impairment of investment in: |
Voltaire Capital US LLC (liquidated in October 2023) | - | (27,074,569 | ) |
Voltaire Capital (United Kingdom) Limited | (38,362,933 | ) | (38,362,933 | ) |
(38,362,933 | ) | (65,437,502 | ) |
At 31 December | - | - |
Not expecting to recover any of the invested capital in the subsidiaries, the Company decided to fully impair its investment in subsidiaries as at 31 December 2018. |
Voltaire Capital (United Kingdom) Limited ("VCUK") was placed into creditors liquidation in August 2019. Voltaire Capital Holdings Limited has filed a proof of debt for c. £16m plus damages in the liquidation. Considering the nature of the claims by the Company against VCUK, management believes that certain sums previously treated as payable by the Company to VCUK should no longer be required to be treated as payable by the Company. This claim includes the outstanding loans made by the Company to VCUK for $4,121,229 (2022: $4,121,229). Due to the uncertainty, the directors are not able to say how much Voltaire Capital Holdings Limited will recover in the liquidation at this stage. However, at the date of signing the financial statements the claim is still ongoing and in the opinion of the directors no impairment is required in respect of these balances at the statement of financial position date. |
Effective on 23 December 2022, and in consideration for a payment of £100,000 in cash, VCUK and the joint liquidation of VCUK assigned all of the past, present and future rights, title and interest in any and all claims (including claims under the Insolvency Act 1986), causes of action, rights and demands of any description that they had, or may have had, as at date of the assignment or may in the future have against any party (as further defined in the relevant deed of assignment), whether known or unknown, to Marchmont Limited, a company incorporated and registered in the Cayman Islands with company number OG-253234 and with registered office at One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands. |
On 31 January 2023, the Company, together with four other claimants including Marchmont Limited as assignee of VCUK and the joint liquidators of VCUK, issued a claim against fourteen defendants in the United Kingdom and overseas alleging fraudulent misrepresentation, breach of contract, breach of fiduciary duty and unlawful means conspiracy in relation to an investment in a group of companies purportedly engaged in the establishment of a foreign exchange business. The litigation is ongoing. |
The Company and other claimants entered a Litigation Funding and Cost Sharing Agreement with Marchmont Limited on 5 August 2024, with retrospective effect from 1 January 2023. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
9. INVESTMENTS |
Name of undertaking | Registered | Nature of | Class of | % held | % held |
office | undertaking | shares held | directly | indirectly |
Voltaire Capital (United Kingdom) Ltd |
(1) |
Development of the group's trading platform |
Ordinary |
100 |
- |
Voltaire Capital US LLC |
(2) |
Fixed income liquidity provider |
Ordinary |
100 |
- |
Registered offices |
(1) (1) C/O Teneo Restructuring Limited, 156 Great Charles Street, Queensway, Birmingham, West Midlands, B3 3HN, United Kingdom |
(2) 600 South Second Street, Suite 404, Springfield, Illinois, Illinois, 62704-2542 USA. |
Voltaire Capital (United Kingdom) Ltd was put into Creditors' voluntary liquidation in 2019. |
Voltaire Capital US LLC was liquidated in October 2023. |
The carrying value of the investment in VCUS, which has fully impaired, was derecognized and offset against an amount receivable from VCUS of $21,261 (note 11) and the VCUS accrued management cost recharges of $2,445,993 (note 12). This resulted in a reversal of impairment of VCUS of $2,424,732 as recognized in the Statement of Comprehensive Income. . |
The detail of the loans owed by the subsidiaries to the Company is reflected in note 10. |
10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
$ | $ |
Amounts owed by Voltaire |
Capital (United Kingdom) |
Limited | 4,121,229 | 4,121,229 |
Amounts owed by Voltaire |
Capital US LLC | - | 21,261 |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
Year ended | Year ended |
31 December | 31 December |
2023 | 2022 |
$ | $ |
Amounts owed by Voltaire Capital (United Kingdom) Limited |
- Loans | 4,121,229 | 4,121,229 |
Amounts owed by Voltaire Capital US LLC |
- trade receivables | - | 21,261 |
4,121,229 | 4,142,490 |
The loan advances to Voltaire Capital (United Kingdom) Limited bears no interest and is repayable on demand. |
Voltaire Capital (United Kingdom) Ltd was put into Creditors' voluntary liquidation in 2019. |
Voltaire Capital US LLC was liquidated in October 2023 and the amount receivable from VCUS was offset as described in note 9. |
11. | CASH AT BANK |
2023 | 2022 |
$ | $ |
Cash at Bank | 18,883 | 29,112 |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | $ | $ |
Ordinary A | £0.00 | 1 | 68,126 | 68,126 |
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company's residual assets. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
13. | RESERVES |
Retained | Share |
earnings | premium | Totals |
$ | $ | $ |
At 1 January 2023 | ( |
) | (10,746,893 | ) |
Profit for the year | - |
At 31 December 2023 | ( |
) | (8,834,124 | ) |
Share premium account |
The share premium account represents consideration received for shares issued above their nominal value net of transaction costs. |
Accumulated loss |
The accumulated loss account represents cumulative loss net of distributions to owners. |
Capital contribution reserve |
Contributions to the company without a formal allocation of shares. |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
$ | $ |
Amounts due to the shareholders |
Amounts due to other related parties | 9,295,155 | 11,252,788 |
Accruals |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
Year ended | Year ended |
31 December | 31 December |
2023 | 2022 |
$ | $ |
Amount due to the indirect and direct shareholder |
Amounts due to March CP Limited - loans | 3,597,581 | 3,597,581 |
3,597,581 | 3,597,581 |
Amounts due to other related parties |
Amounts due to Voltaire Capital (United Kingdom) Limited | 8,659,259 | 8,170,899 |
Amounts due to Voltaire Capital US LLC | - | 2,445,994 |
Amounts due to Noblestar Limited | 310,000 | 310,000 |
Amounts due to Gemini Office Holding Limited | 325,896 | 325,896 |
9,295,155 | 11,252,788 |
Other amounts payable |
Accruals | 13,373 | - |
12,906,109 | 14,850,369 |
The balances due to due to Voltaire Capital (United Kingdom) Limited and Voltaire Capital US LLC are cumulative accrued amounts for management costs recharge. The amount accrued for Voltaire Capital (United Kingdom) Limited is denominated in GBP for £6,792,657 as at 31 December 2023 and 31 December 2022. No management costs were recharged since 2018. |
Voltaire Capital (United Kingdom) Limited was put into Creditors' voluntary liquidation during 2019. |
Voltaire Capital US LLC was liquidated in October 2023 and the amount receivable from VCUS was offset as described in note 9. |
The advances from March CP Limited and Noblestar Limited and Gemini Office Holding Limited bear no interest and are repayable on demand. |
VOLTAIRE CAPITAL HOLDINGS LIMITED (REGISTERED NUMBER: 09958231) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
15. | FINANCIAL INSTRUMENTS |
Year ended | Year ended |
31 December | 31 December |
2023 | 2022 |
$ | $ |
Financial assets |
Cash and bank balances | 18,883 | 29,112 |
Financial assets measured at amortised cost: | 4,121,229 | 4,142,490 |
Receivables from fellow group companies |
Trade and other receivables | - | - |
4,140,112 | 4,171,602 |
Financial liabilities |
Financial liabilities measured at amortised cost: |
Payables to fellow group companies | 9,295,155 | 11,252,788 |
Payables to parent company | 3,597,581 | 3,597,581 |
Accruals | 13,373 | - |
12,906,109 | 14,850,369 |
The Company has not held any financial instruments that are required to be measured at fair value during the current or comparative period. |
16. | RELATED PARTY DISCLOSURES |
No income or expenses occurred during the year or in prior year with the subsidiaries. |
Balances outstanding with the shareholder and the subsidiaries at year end are disclosed in notes 10 and 14. |
17. | EVENTS AFTER THE REPORTING PERIOD |
With regards to the claim referred to in note 10, the Company and other claimants entered a litigation Funding and Cost Sharing Agreement with Marchmont Limited on 5 August 2024, with retrospective effect from 1 January 2023. |
18. | ULTIMATE CONTROLLING PARTY |
The immediate controlling party is March CP Limited ("MCPL"), a company registered in the Cayman Islands. |
MCPL is wholly held by OS Capital Holding Limited ("OSCHL") and OSCHL is wholly held by ONSA Trust. |
ONSA Trust Company SA, in its capacity of trustee of ONSA Trust, is considered the ultimate controlling party. |