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REGISTERED NUMBER: 11872154 (England and Wales)










Valpre Capital UK Limited

Financial Statements

for the Year Ended 31 March 2024






Valpre Capital UK Limited (Registered number: 11872154)






Contents of the Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Balance Sheet 2 to 3

Notes to the Financial Statements 4 to 9


Valpre Capital UK Limited

Company Information
for the Year Ended 31 March 2024







DIRECTORS: A M Hariri
M Abou Chakra
M S Alhakim
M A Beyhum





REGISTERED OFFICE: 13 Montpelier Avenue,
Bexley,
England,
DA5 3AP





REGISTERED NUMBER: 11872154 (England and Wales)

Valpre Capital UK Limited (Registered number: 11872154)

Balance Sheet
31 March 2024

2024 2023
Notes £    £   
FIXED ASSETS
Tangible assets 5 6,730 13,667
Investments 6 330,683 332,251
337,413 345,918

CURRENT ASSETS
Debtors 7 3,291,019 2,944,638
Cash at bank 27,126 58,099
3,318,145 3,002,737
CREDITORS
Amounts falling due within one year 8 (1,458,648 ) (1,509,893 )
NET CURRENT ASSETS 1,859,497 1,492,844
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,196,910

1,838,762

CREDITORS
Amounts falling due after more than one year 9 (3,027,050 ) (3,054,337 )
NET LIABILITIES (830,140 ) (1,215,575 )

CAPITAL AND RESERVES
Called up share capital 10 1,000 1,000
Profit and loss account (831,140 ) (1,216,575 )
SHAREHOLDERS' FUNDS (830,140 ) (1,215,575 )

Valpre Capital UK Limited (Registered number: 11872154)

Balance Sheet - continued
31 March 2024


The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 1 October 2024 and were signed on its behalf by:





A M Hariri - Director


Valpre Capital UK Limited (Registered number: 11872154)

Notes to the Financial Statements
for the Year Ended 31 March 2024

1. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

2. ACCOUNTING POLICIES

BASIS OF PREPARATION
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The company's functional and presentational currency is pound sterling.

PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of the directors, the company and its subsidiary undertakings comprise a small group. The company has therefore taken advantage of the exemption provided under S398 of the Companies Act 2006 not to prepare group accounts.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not really apparent from other sources. The estimates and associated assumptions are based in historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

GOING CONCERN
Whilst there is evidence to suggest that the negative balance sheet position will continue until the construction project is completed, the use of going concern is considered appropriate as the shareholders and directors will continue to support the company until such time and have no intention of recalling their loans until the company is financially able to do so.

The development being undertaken by 3K Mayfair Limited, a related company, is expected to achieve practical completion by 31 December 2024. The development is comprised of eight apartments with two of them having been sold off plan and a further two units currently being handled by the legal team to finalise the sales transactions anticipated in October 2024. There are multiple viewings taking place on the remaining units and the directors expect further sales to take place between now and practical completion. All sales have been completed at values in line with the latest valuation completed by Jones Lang LaSalle.

EVC Kilt Limited, a related company has invested in 2 companies; Strathruddie Energy Centre Limited and Montreathmont Energy Centre Limited, which are undertaking the development of photovoltaic and battery energy storage systems sites in Scotland. The projects have continued to advance in development over the last 12 months and have most recently been allocated "Contracts for Difference" in the recent "Allocation Round 6" round. In today's market, both projects have values in excess of the carrying cost on the balance sheet.

Vennre Venture Holdings is a newly-set venture that offers a digital wealth management platform for exclusive private market investments. As an invite-only platform, they specialise in offering carefully curated opportunities from global top-tier managers. As of end June 2024, the company had a positive equity.

Valpre Capital UK Limited (Registered number: 11872154)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

REVENUE RECOGNITION
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,value added tax and other sales taxes.Turnover is recognised when a contract to provide financial services have been entered and approved by both parties.

TANGIBLE FIXED ASSETS
Tangible assets are stated in the statement of financial position at cost , less any subsequent accumulated depreciation and subsequent accumulated impairment losse.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Asset ClassDepreciation policy
Computer equipment33% on straight line basis
Furniture and Fixture25% on straight line basis

INVESTMENTS IN SUBSIDIARIES
Investments in subsidiary undertakings are recognised at cost.

FINANCIAL INSTRUMENTS
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

TAXATION
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 operates and generates taxable income.

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 CURRENCY TRANSACTIONS AND BALANCES
Transactions in foreign currencies are recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rates at the balance sheet date.
All exchange differences are included in the profit and loss account.

Valpre Capital UK Limited (Registered number: 11872154)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

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.

CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

SHARE CAPITAL
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 5 ) .

4. AUDITORS' REMUNERATION
2024 2023
£    £   
Fees payable to the company's auditors for the audit of the company's
financial statements

5,190

4,800

5. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 April 2023
and 31 March 2024 14,926 14,684 29,610
DEPRECIATION
At 1 April 2023 5,830 10,113 15,943
Charge for year 3,732 3,205 6,937
At 31 March 2024 9,562 13,318 22,880
NET BOOK VALUE
At 31 March 2024 5,364 1,366 6,730
At 31 March 2023 9,096 4,571 13,667

Valpre Capital UK Limited (Registered number: 11872154)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

6. FIXED ASSET INVESTMENTS
Shares in
group
undertaking
£   
COST
At 1 April 2023 332,251
Additions 200
Exchange differences (1,768 )
At 31 March 2024 330,683
NET BOOK VALUE
At 31 March 2024 330,683
At 31 March 2023 332,251

VC TKY Limited 31.03.2024 31.03.2023
£ £
Aggregate Capital & Reserves 1,773,513 1,831,187

Profit / (Loss ) for the year (57,674 ) 32,972



7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Other loan 2,210,635 2,008,776
Amounts owed by group undertakings 970,311 808,400
Other debtors 8,919 8,916
Deposit office rent 40,501 48,048
VAT 11,418 11,624
Prepayments 49,235 58,874
3,291,019 2,944,638

The other loans balance of £2,210,635 relates to deep discounted loan inclusive of interests to EVC Kilt Limited, a related party.

Valpre Capital UK Limited (Registered number: 11872154)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Withholding tax payable 11,256 -
PAYE NI liability 24,245 20,336
Pension Liability 360 -
Trade creditors 30,654 56,577
Amount owed to group undertaking 47,015 26,414
Wage control account - 6,500
Other loan 1,300,000 1,108,421
Accrued rent - 4,756
Accrual and deferred income 45,118 286,889
1,458,648 1,509,893

Other loan amounting to £1,300,000 relates to a loan from an external investor.

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Other loans - 2-5 years 2,655,825 2,074,612
Interest payable 2-5 years - 32,815
Directors' loan accounts 371,225 946,910
3,027,050 3,054,337

Included within other loans falling due after more than one year is a loan with investor Ziad Hariri of £2,005,676.28, dated 5-6 January 2023.

10. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1,000 Called up share capital £1 1,000 1,000

11. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Moganarden Pillay Chelvanaigum FCCA (Senior Statutory Auditor)
for and on behalf of Westlake Clark Audit LLP

12. OTHER FINANCIAL COMMITMENTS

The company had commitments in respect of operating leases totalling £143,075 (2023: £143,075).

Valpre Capital UK Limited (Registered number: 11872154)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

13. RELATED PARTY DISCLOSURES

Included in debtors, is an amount of £970,311 due from related parties as follows;

Due from Valpre Capital Dublin Real Estate Fund LLP - (£1,615) (2023: £357)
VC TKY Limited - £863,223 (2023: £758,348)
3KY Mayfair Limited - £97,003 (2023: £49,659)
VC PCL 1 Limited - £10,700 (2023 : Nil)
VC PBSA1 - £1,000 (2023 : Nil)

The company also owes the directors £371,225 (2023: £946,910) and this is included in creditors due after one year.

Other loans amounting to £2,655,825 (2023 : £2,107,427) is owed to TKY Lendco Limited (a related party incorporated in the Cayman Islands), and SCP MH Holding. Included in the previous year's figures is interest amounting to £32,815.

The company also owes £2,210,635 (2023 : £2,008,776) to EVC Kilt Limited , a related party.

14. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.