Registered number: 03895104
VOLBROKER.COM LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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COMPANY INFORMATION
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Venthams Trustees Limited
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CONTENTS
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Independent auditor's report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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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
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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 2006. They 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.
The Company's principal activity continued to be that of a holding company.
The results for the year and the financial position at the year end were considered satisfactory by the directors.
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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors who served during the year were:
Principal risks and uncertainties
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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
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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
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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.
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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S Manwaring
Director
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VOLBROKER.COM LIMITED
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 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).
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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VOLBROKER.COM LIMITED (CONTINUED)
Conclusions relating to going concern
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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.
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
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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.
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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
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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
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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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VOLBROKER.COM LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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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
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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.
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
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Difference on foreign exchange
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Impairment of investments
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Interest receivable and similar income
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Profit for the financial year
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There was no other comprehensive income for 2023 (2022:£NIL).
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The notes on pages 13 to 23 form part of these financial statements.
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VOLBROKER.COM LIMITED
REGISTERED NUMBER:03895104
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital redemption reserve
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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:
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S Manwaring
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The notes on pages 13 to 23 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Capital redemption reserve
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Dividends: Equity capital
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Profit for the financial year
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Impairments of fixed assets
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Decrease/(increase) in debtors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of share in joint ventures
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Loan capital repayments received
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Foreign exchange gains and losses
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 13 to 23 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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Basis of preparation of financial statements
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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:
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Foreign currency translation
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
Interest income is recognised in profit or loss using the effective interest method.
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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
As stated in note 10, Fixed Asset Investments are non-controlling interests in unlisted entities, and are stated at cost less impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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Cash and cash equivalents
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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.
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.
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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.
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An analysis of turnover by class of business is as follows:
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Profit or loss on joint venture entities
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Analysis of turnover by country of destination:
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Directors' remuneration during the year was £nil (2022: £nil).
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The average monthly number of employees, including the directors, during the year was as follows:
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Foreign exchange differences
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Impairment of investments
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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.
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Interest receivable and similar income
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Other interest receivable
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Foreign tax on income for the year
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Foreign tax in respect of prior periods
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Factors affecting tax charge for the year
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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:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 -19%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
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Double taxation relief including overseas taxes paid
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Shares in participating interests
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Investment in joint ventures
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The following were participating interests of the Company:
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Traditional Financial Services GmbH
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Due after more than one year
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Loans to associated companies (see note 17)
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Loans to associated companies (see note 17)
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprises profit shares receivable from joint venture entities and amounts owed from loans to associated companies.
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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.
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471,835,000 (2022 -471,835,000) Ordinary A shares of £0.010 each
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280,000,000 (2022 -280,000,000) Ordinary B shares of £0.001 each
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Allotted, called up and fully paid
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179,107,585 (2022 -179,107,585) Ordinary A shares of £0.010 each
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56,069,570 (2022 -56,069,570) Ordinary B shares of £0.001 each
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Related party transactions
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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.
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In the opinion of the directors the company does not have a single controlling party.
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