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Registered number: 03895104






VOLBROKER.COM LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










img1098.png

 
VOLBROKER.COM LIMITED
 
 
COMPANY INFORMATION


Directors
S Manwaring 
S Jaffrey 
P McLady 
L Mcinerney 
D Mehra 




Company secretary
Venthams Trustees Limited



Registered number
03895104



Registered office
Millhouse
32 - 38 East Street

Rochford

Essex

SS4 1DB




Independent auditor
Grant Thornton UK LLP

30 Finsbury Square

London

EC2A 1AG




Accountants
Venthams
Summit House

12 Red Lion Square

London

WC1R 4QH





 
VOLBROKER.COM LIMITED
 

CONTENTS



Page
Directors' report
 
 
1 - 3
Independent auditor's report
 
 
4 - 8
Statement of comprehensive income
 
 
9
Statement of financial position
 
 
10
Statement of changes in equity
 
 
11
Statement of cash flows
 
 
12
Notes to the financial statements
 
 
13 - 23


 
VOLBROKER.COM LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

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

 In preparing these financial statements, the directors are 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;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The Company's principal activity continued to be that of a holding company.

Business review

The results for the year and the financial position at the year end were considered satisfactory by the directors.  
 

Results and dividends

The profit for the year, after taxation, amounted to £1,211,847 (2022: £2,000,669).

An interim dividend was paid during the year amounting to £5,000,000 (2022: nil). The directors do not recommend payment of a final dividend.

Page 1

 
VOLBROKER.COM LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Directors

The directors who served during the year were:

S Manwaring 
S Jaffrey 
P McLady 
L Mcinerney 
D Mehra 

Principal risks and uncertainties

The Company operates as a holding company and consequently there is no trading activity.  As such, credit risk, interest rate risk and market risk are limited.
A significant proportion of the Company’s current assets relate to profit shares due from its joint venture interests and loans to associated companies, as disclosed in notes 11 and 17. The Directors receive regular financial reports on the performance of the joint venture, and these are used as a basis for considering the recoverability of these debtors and loans, and also in assessing the carrying value of the joint venture investments. 
A significant proportion of the Company's debtors (as above) and cash and cash equivalents are held or stated in US dollars and, as referred to in note 9, the Company is exposed to fluctuations in foreign currency rates.

Qualifying third party indemnity provisions

Directors’ and officers’ insurance cover has been established for all Directors to provide appropriate cover for their reasonable actions on behalf of the Company. The cover, which constitute a qualifying third-party indemnity provision as defined by section 234 of the Companies Act 2006, was in force during the 2023 financial year, and the prior year, and remains in force for all current and past Directors of the Company. 

Disclosure of information to auditor

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Grant Thornton UK LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 2

 
VOLBROKER.COM LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





................................................
S Manwaring
Director

Date: 26 November 2024

Page 3

 
VOLBROKER.COM LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VOLBROKER.COM LIMITED
 

Opinion


We have audited the financial statements of Volbroker.com 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 flow and notes to the financial statements, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion:


the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
 
the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
 
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘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 FRC’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.


Page 4

 
VOLBROKER.COM LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VOLBROKER.COM LIMITED (CONTINUED)

Conclusions relating to going concern


We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the  company’s business model including effects arising from macro-economic uncertainties such as the middle east crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company’s financial resources or ability to continue operations over the going concern period. 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 annual report, other than the financial statements and our auditor’s report thereon. The directors are 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 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 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.


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 directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
 
the directors’ report has been prepared in accordance with applicable legal requirements.


Page 5

 
VOLBROKER.COM LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VOLBROKER.COM LIMITED (CONTINUED)

Matters on which we are required to report under the Companies Act 2006
 

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 directors’ report.


Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, 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; or
 
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.


Responsibilities of directors for the financial statements
 

As explained more fully in the directors' report on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 6

 
VOLBROKER.COM LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VOLBROKER.COM LIMITED (CONTINUED)

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: 
 
We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with the directors and management. We determined that the most significant laws and regulations were United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland, relevant taxation legislation and the Companies Act 2006; 
 
We enquired of the directors and management to obtain an understanding of how the Company is complying with those legal and regulatory frameworks and whether there were any instances of non-compliance with laws and regulations and whether they had any knowledge of actual or suspected fraud. We corroborated the results of our enquiries through our review of the minutes of the Company’s board meetings
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included an evaluation of the risk of management override of controls. Audit procedures performed by the engagement team in connection with the risks identified included:
 
°evaluation of the design and implementation of controls that management has put in place to prevent and detect fraud; 
 
°testing journal entries, including manual journal entries processed at the year-end for financial statements preparation; and
 
°challenging the assumptions and judgements made by management in its significant accounting estimates.  
 
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; 
 
The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's: 
 
°understanding of, and practical experience with, audit engagements of a similar nature and complexity, through appropriate training and participation;
 
°knowledge of the industry in which the Company operates; and
 
Page 7

 
VOLBROKER.COM LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VOLBROKER.COM LIMITED (CONTINUED)

°understanding of the legal and regulatory frameworks applicable to the Company. 
 
We communicated relevant laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. 



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 auditor’s report.


Use of our report
 

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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





Robin Malacrida
Senior Statutory Auditor
  
for and on behalf of
Grant Thornton UK LLP
 
Statutory Auditor, Chartered Accountants
  
London

26 November 2024
Page 8

 
VOLBROKER.COM LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022
Note
£
£

  

Turnover
 4 
3,744,146
1,650,700

Gross profit
  
3,744,146
1,650,700

Administrative expenses
  
(183,107)
(265,302)

Difference on foreign exchange
 7 
(484,508)
1,022,546

Impairment of investments
 7 
-
(54,218)

Operating profit
  
3,076,531
2,353,726

Interest receivable and similar income
 8 
64,668
105,522

Profit before tax
  
3,141,199
2,459,248

Tax on profit
 9 
(1,929,352)
(458,579)

Profit for the financial year
  
1,211,847
2,000,669

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 13 to 23 form part of these financial statements.

Page 9

 
VOLBROKER.COM LIMITED
REGISTERED NUMBER:03895104

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 10 
1,656,919
1,656,919

  
1,656,919
1,656,919

Current assets
  

Debtors: amounts falling due after more than one year
 11 
700,000
700,000

Debtors: amounts falling due within one year
 11 
3,381,703
4,162,079

Cash at bank and in hand
 12 
3,346,508
6,503,444

  
7,428,211
11,365,523

Creditors: amounts falling due within one year
 13 
(328,304)
(477,463)

Net current assets
  
 
 
7,099,907
 
 
10,888,060

Total assets less current liabilities
  
8,756,826
12,544,979

  

Net assets
  
8,756,826
12,544,979


Capital and reserves
  

Called up share capital 
 15 
1,847,146
1,847,146

Share premium account
 16 
155,535
155,535

Capital redemption reserve
 16 
21,840
21,840

Profit and loss account
 16 
6,732,305
10,520,458

  
8,756,826
12,544,979


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
S Manwaring
Director

Date: 26 November 2024

The notes on pages 13 to 23 form part of these financial statements.

Page 10

 
VOLBROKER.COM LIMITED
 

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


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

£
£
£
£
£


At 1 January 2022
1,847,146
155,535
21,840
8,519,789
10,544,310



Profit for the year
-
-
-
2,000,669
2,000,669



At 1 January 2023
1,847,146
155,535
21,840
10,520,458
12,544,979



Profit for the year
-
-
-
1,211,847
1,211,847

Dividends: Equity capital
-
-
-
(5,000,000)
(5,000,000)


At 31 December 2023
1,847,146
155,535
21,840
6,732,305
8,756,826


Page 11

 
VOLBROKER.COM LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Cash flows from operating activities
  

Profit for the financial year
  
1,211,847
2,000,669

Adjustments for:
  

Impairments of fixed assets
  
-
54,218

Interest received
  
(26,168)
(2,892)

Taxation charge
  
1,929,352
458,579

Decrease/(increase) in debtors
  
758,854
(946,534)

(Decrease) in creditors
  
(56,925)
(65,907)

Corporation tax (paid)
  
(2,009,689)
(285,060)

Foreign exchange
 17 
282,623
(396,120)

Loan interest receivable
  
(38,500)
(102,631)

Net cash generated from operating activities

  

2,051,394
714,322

  

Cash flows from investing activities
  

Purchase of share in joint ventures
  
-
(54,218)

Interest received
  
26,168
2,892

Loan capital repayments received
  
-
1,239,874

Loan interest received
  
48,125
242,968

Net cash from investing activities

  

74,293
1,431,516

Cash flows from financing activities
  

Dividends paid
  
(5,000,000)
-

Net cash used in financing activities
  
(5,000,000)
-

Net (decrease)/increase in cash and cash equivalents
  
(2,874,313)
2,145,838

Cash and cash equivalents at beginning of year
  
6,503,444
3,961,486

Foreign exchange gains and losses
 17 
(282,623)
396,120

Cash and cash equivalents at the end of year
  
3,346,508
6,503,444


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
3,346,508
6,503,444

  
3,346,508
6,503,444


The notes on pages 13 to 23 form part of these financial statements.

Page 12

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Volbroker.com Limited is a company limited by shares, incorporated in England and Wales.  Its registered office is Millhouse, 32-38 East Street,Rochford,Essex, SS4 1DB. 
The principal activity of the company continued to be that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

All foreign exchange gains and losses including those that relate to borrowings and cash and cash equivalents are presented seperately in the Statement of Comprehensive Income. 

Page 13

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable.

Turnover represents income receivable from fixed asset investments and is recognised, on a quarterly basis, when the company becomes entitled to the income as follows:-

Participating interests: dividend income is recognised on the earlier of the date of receipt or when approved by the paying company.

Investments in Joint Venture Entities: profits (and losses) are recognised as these arise in the joint venture entities.

 
2.4

Interest income

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

 
2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

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

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

 
2.6

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.7

Valuation of investments

As stated in note 10, Fixed Asset Investments are non-controlling interests in unlisted entities, and are stated at cost less impairment.

Page 14

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Debtors

Short-term debtors, including accrued income, are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.11

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
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.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and its recoverable amount, which is an approximation that takes account estimated future cashflows and any significant decreases in those cashflows, for example when an asset is loss making.

 
2.12

Dividends

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

Page 15

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The company makes key assumptions when assessing the impairment of investments and accrued income. The directors will consider factors such as the financial performance of the investments, frequency of distributions made to the company and historical experience.  See note 10 and note 11 for the carrying value of the investments and accrued income.


4.


Turnover

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


2023
2022
£
£

Dividend income
2,276,579
77,917

Profit or loss on joint venture entities
1,467,567
1,572,783

3,744,146
1,650,700


Analysis of turnover by country of destination:

2023
2022
£
£

Rest of Europe
55,635
77,917

Rest of the world
3,688,511
1,572,783

3,744,146
1,650,700



5.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
26,500
25,000
Page 16

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Employees and directors

Directors' remuneration during the year was £nil (2022: £nil).


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


        2023
        2022
            No.
            No.







Directors
5
5


7.


Exceptional items

2023
2022
£
£


Foreign exchange differences
(484,508)
1,022,546

Impairment of investments
-
(54,218)

(484,508)
968,328

A significant proportion of the Company's Debtors and Cash and cash equivalents are held or stated in US dollars.
As a result of movements in foreign exchange rates there was a large foreign exchange loss arising during 2023 and profit in 2022, and following accounting policy 2.6 this has been disclosed separately.


8.


Interest receivable and similar income

2023
2022
£
£


Bank interest receivable
19,781
2,102

Other interest receivable
6,387
790

Loan interest receivable
38,500
102,630

64,668
105,522

Page 17

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
189,591
468,720

Adjustments in respect of previous periods
(4,124)
11


Double taxation relief
(189,591)
(256,509)


(4,124)
212,222

Foreign tax


Foreign tax on income for the year
1,890,477
248,721

Foreign tax in respect of prior periods
42,999
(2,364)

1,933,476
246,357

Total current tax
1,929,352
458,579


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 -lower than) the standard rate of corporation tax in the UK of 23.5% (2022 -19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
3,141,199
2,459,247


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 -19%)
738,182
467,257

Effects of:


Non-tax deductible amortisation of goodwill and impairment
-
10,301

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
17,195
18,108

Adjustments to tax charge in respect of prior periods
38,874
(2,353)

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(565,786)
(26,946)

Double taxation relief including overseas taxes paid
1,700,887
(7,788)

Total tax charge for the year
1,929,352
458,579


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 18

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Fixed asset investments





Shares in participating interests
Investment in joint ventures
Total

£
£
£



Cost or valuation


At 1 January 2023
1,446,527
611,649
2,058,176



At 31 December 2023

1,446,527
611,649
2,058,176



Impairment


At 1 January 2023
401,257
-
401,257



At 31 December 2023

401,257
-
401,257



Net book value



At 31 December 2023
1,045,270
611,649
1,656,919



At 31 December 2022
1,045,270
611,649
1,656,919


Participating Interest


The following were participating interests  of the Company:


Name

Registered office

Class of shares

Holding

TFS-ICAP Limited
UK
Ordinary
49%
TFS-ICAP LLC
USA
Ordinary
49%
Traditional Financial Services GmbH
Germany
Ordinary
33.3%

The participating Interests represents non-controlling shareholdings in joint venture entities, as shown above. The principal activity of these joint venture entities continued to be that of brokerage services.  During the year the following dividends were received from the participating interests:
TFS-ICAP Limited: £nil (2022: £nil)
TFS-ICAP LLC: £2,220,944 (2022: £nil)
Tradition Financial Services GmbH: £55,635 (2021: £77,917)
Global Joint Venture
The company’s Fixed Assets Investments represent its participation in a global joint venture with various entities controlled by Intercapital plc and TFS Lausanne SA.
The unlisted investments represent non-controlling interests in the rest of the world joint venture with various entities controlled by the Intercapital plc and TFS Lausanne SA.  The company is entitled to a future payment based on the profits by the various entities controlled by Intercapital plc and TFS Lausanne SA.

Page 19

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Debtors

2023
2022
£
£

Due after more than one year

Loans to associated companies (see note 17)
700,000
700,000

700,000
700,000


2023
2022
£
£

Due within one year

Loans to associated companies (see note 17)
9,625
19,250

Prepayments and accrued income
3,343,346
4,102,200

Tax recoverable
28,732
40,629

3,381,703
4,162,079



12.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
3,346,508
6,503,444

3,346,508
6,503,444



13.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
17,267
73,026

Corporation tax
278,037
370,271

Accruals and deferred income
33,000
34,166

328,304
477,463


Page 20

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets that are debt instruments measured at amortised cost
4,040,836
4,807,752


Financial liabilities


Financial liabilities measured at amortised cost
(50,267)
(107,192)


Financial assets measured at amortised cost comprises profit shares receivable from joint venture entities and amounts owed from loans to associated companies.


Financial liabilities measured at amortised cost comprises amounts owed to participating interests, trade creditors and accruals. All financial liabilities are current. Trade creditors are due for payment in line with credit terms. No interest is charged and payable on financial liabilities.  


15.


Share capital

2023
2022
£
£
Authorised



471,835,000 (2022 -471,835,000) Ordinary A shares of £0.010 each
4,718,350
4,718,350
280,000,000 (2022 -280,000,000) Ordinary B shares of £0.001 each
280,000
280,000

4,998,350

4,998,350

Allotted, called up and fully paid



179,107,585 (2022 -179,107,585) Ordinary A shares of £0.010 each
1,791,076
1,791,076
56,069,570 (2022 -56,069,570) Ordinary B shares of £0.001 each
56,070
56,070

1,847,146

1,847,146

Ordinary B shares are non-voting at general meetings, however they carry voting rights at any meeting of the holders of class B shares.
All shares rank pari passu on a pro-rata basis according to their respective nominal values, in respect of dividends and the rights on a winding up of the company.


Page 21

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the company.

Profit & loss account

This includes all current and prior period retained profits and losses.  All reserves in respect of profit and loss are distributable reserves.


17.


Prior year restatement

The statement of cashflow for the year ended 31 December 2022 has been restated to separately disclose the foreign exchange movement resulting from the retranslation of the company US Dollar bank account to GBP; the company’s presentational currency.  Previously the total had been included in the total FX movement within operating activities.  Net cash generated from operating activities has been restated from £1,110,442 to £714,322.  The restated statement of cashflows for the comparative shows the foreign exchange movement of £396,120 within Net (decrease)/increase in cash and cash equivalents.

Page 22

 
VOLBROKER.COM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Related party transactions

As referred to in note 10 the company participates in a joint venture with Intercapital plc and TFS Lausanne SA, and the company's participation in the joint venture is represented by unlisted investments in joint venture arrangements and shares in participating interests.
During the year the company entered into the following transactions with the following related parties:-
Profit shares receivable as included in the statement of comprehensive income from unlisted investments - £1,467,567 (2022: £1,572,783).
Dividends received from participating interests:-
TFS-ICAP Limited - £nil (2022: £nil)
TFS-ICAP LLC - £2,220,944 (2022: £nil)
Traditional Financial Services GmbH - £55,635 (2022: £77,917)
Included in debtors, reflected as accrued income, are amounts due from joint venture entities of £3,331,211 (2022: £4,088,502) and £nil (2022: £nil) from participating interests.
Included in crediors are amounts due to the joint venture entities of £nil (2022: £nil)
Included in debtors due in more than one year are loans granted to associated companies as follows: 
TFS-ICAP Limited - £700,000 (2022: £700,000), which has a maturity date of the 15 September 2030, the loan carries an interest rate of 5.5%. 
Interest has been accrued as follows:
TFS-ICAP Limited - £38,500 (2022: £38,229), interest is receivable within one year, during the year £48,125 (2022: £28,875) has been received, a total of £9,625 (2022: £19,250) remains due at the year end and is included in debtors due within one year. 
 


19.


Controlling party

In the opinion of the directors the company does not have a single controlling party.

 
Page 23