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Registration number: 11153745

Verdane Advisors Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Verdane Advisors Limited

Contents

Company Information

1

Directors' Report

2 to 3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 8

Statement of Income and Retained Earnings

9

Statement of Financial Position

10

Notes to the Financial Statements

11 to 18

 

Verdane Advisors Limited

Company Information

Directors

E Johnsson

N C Luckock

C M Melgaard

Company secretary

Goodwille Limited

Registered office

1 Chapel Street
Warwick
Warwickshire
CV34 4HL

Independent Auditor

Shaw Gibbs Limited
Statutory Auditor
Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

 

Verdane Advisors 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.

Principal activity

The principal activity of the company is the provision of consultancy services to the Verdane Capital Group.

Director of the company

The director who held office during the year and up to the date of approval of this report was as follows:

C L Parmo (resigned 28 May 2024)

The following directors were appointed after the year end:

E Johnsson (appointed 28 May 2024)

N C Luckock (appointed 28 May 2024)

C M Melgaard (appointed 28 May 2024)

Going concern

The director has considered the company’s financial position, liquidity and future performance together with financial projections for the company and over the foreseeable future and has also reviewed the ongoing committed financial support from the company's parent undertaking and is confident that this will be available for the foreseeable future. After making enquiries, the director is satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements. Accordingly, he continues to adopt the going concern basis in preparing the company’s financial statements.

Verdane Advisors Limited is reliant on the support of Verdane Advisors Holding AS as the parent company which is committed to the UK market and has demonstrated its support through a letter of support.

Events after the financial period

There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.

Statement of disclosure to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information (as defined by section 418 of the Companies Act 2006) and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Following a merger of Harmer Slater Limited with Shaw Gibbs (Audit) Limited in November 2023, Harmer Slater Limited resigned as the company's auditors and Shaw Gibbs (Audit) Limited were appointed to act as the company's auditors. Shaw Gibbs (Audit) Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.

 

Verdane Advisors Limited

Directors' Report for the Year Ended 31 December 2023 (continued)

Small companies provision statement

The director has taken advantage of the small companies exemptions provided by sections 414B and 415A of the Companies Act 2006 from the requirement to prepare a strategic report and in preparing the director’s report on the grounds that the company is entitled to prepare its accounts for the year in accordance with the small companies regime.

Approved and authorised by the Board on 19 December 2024. and signed on its behalf by:
 

.........................................
Authorised signatory of
Goodwille Limited
Company secretary

 

Verdane Advisors Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 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 and apply them consistently;

make judgements 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 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.

 

Verdane Advisors Limited

Independent Auditor's Report to the Member of
Verdane Advisors Limited

Opinion

We have audited the financial statements of Verdane Advisors Limited (the 'company') for the year ended 31 December 2023, which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, 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 Section 1A of FRS 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;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information.The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 or a material misstatement of the other information. 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.

 

Verdane Advisors Limited

Independent Auditor's Report to the Member of
Verdane Advisors Limited (continued)

Opinion on other matter 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.

Matters on which we are required to report by exception

In the light of our 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.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or

the director was 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 Director's Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 4], 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.

Auditor 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

Verdane Advisors Limited

Independent Auditor's Report to the Member of
Verdane Advisors Limited (continued)

The extent to which the audit was considered capable of detecting irregularities including fraud

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements;

in, and identified the laws and regulations applicable to the company through discussions with directors and other management, and from our cumulative audit and commercial knowledge and experience of the company and the finance sector;

we focused on specific laws and regulations which we considered may have a direct material effect on the determination of material amounts and disclosures the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and employment law. We also considered and identified laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty, including the Bribery Act and the Data Protection Act 2018;

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal and regulatory correspondence; and

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

 

We are also required to perform specific procedures to respond to the risk of management bias and override of controls. To address this, we performed analytical procedures to identify any unusual or unexpected relationships and tested journal entries to identify unusual transactions.

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statements to disclosures underlying supporting documentation;

enquiring of management as to actual and potential litigation and claims; and

reviewing correspondence with HMRC, analysing legal costs to ascertain if there have been instances of non-compliance with laws and regulations.

 

Verdane Advisors Limited

Independent Auditor's Report to the Member of
Verdane Advisors Limited (continued)

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available 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 member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Ransford Agyei-Boamah (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs Limited, Statutory Auditor

Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

19 December 2024

 

Verdane Advisors Limited

Statement of Income and Retained Earnings
for the Year Ended 31 December 2023

Note

2023
£

2022
£

Revenue

 

6,461,762

2,174,879

Administrative expenses

 

(5,418,058)

(1,952,108)

Operating profit

 

1,043,704

222,771

Interest payable and similar charges

 

(1,083)

243

Profit before tax

1,042,621

223,014

Taxation

4

(241,707)

(32,980)

Profit for the financial year

 

800,914

190,034

Retained earnings brought forward

 

368,915

178,881

Retained earnings carried forward

 

1,169,829

368,915


Continuing operations
All results are derived wholly from continuing operations.

 

Verdane Advisors Limited

(Registration number: 11153745)
Statement of Financial Position as at 31 December 2023

Note

2023
£

2022
£

Non-current assets

 

Property, plant and equipment

5

298,283

56,541

Current assets

 

Receivables

6

1,596,407

522,213

Cash at bank and in hand

7

122,891

150,130

 

1,719,298

672,343

Payables

8

(844,752)

(356,969)

Net current assets

 

874,546

315,374

Net assets

 

1,172,829

371,915

Equity

 

Called up share capital

9

3,000

3,000

Retained earnings

9

1,169,829

368,915

Total equity

 

1,172,829

371,915

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements of Verdane Advisors Limited were approved and authorised for issue by the Board on 19 December 2024 and signed on its behalf by:
 

.........................................

E Johnsson
Director

 

Verdane Advisors Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023

1

General information

Verdane Advisors Limited (the 'company') is a private company limited by share capital, registered in England and Wales under the Companies Act. The address of the registered office is given on page 1. The nature of the company’s operations and its principal activities are set out in the directors' report on page 2.

2

Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

The director has considered the company’s financial position, liquidity and future performance together with financial projections for the company and over the foreseeable future and has also reviewed the ongoing committed financial support from the company's parent undertaking and is confident that this will be available for the foreseeable future. After making enquiries, the director is satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements. Accordingly, he continues to adopt the going concern basis in preparing the company’s financial statements.

Verdane Advisors Limited is reliant on the support of Verdane Advisors Holding AS as the parent company which is committed to the UK market and has demonstrated its support through a letter of support.

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.

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 functional currency of the company is considered to be pounds sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pounds sterling (£).

 

Verdane Advisors Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of its parent, Verdane Advisors Holding AS, which may be obtained from Hieronymus Heyerdahls gate 1 - 0160 Oslo, Norway. Exemptions have been taken in these separate company financial statements in relation to financial instruments, presentation of a cash flow statement, transactions with group entities and remuneration of key management personnel.

Judgements and key sources of estimation uncertainty

There are no critical judgements, estimations or assumptions made by the directors in the process of applying the company’s accounting policies which have a significant effect on the amounts recognised
in the financial statements.

Revenue recognition

Revenue represents the value of services provided to its group undertaking, net of value added tax. Revenue is recognised when the company has a contractual right to receive revenue for work undertaken.

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.

Property, plant and equipment

Property, plant and equipment are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Computer equipment

over 2 years

Office equipment

over 5 years

Short leasehold improvements

over 10 years

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and subject to an insignificant risk of change in
value.

 

Verdane Advisors Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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.

Defined contribution pension obligation

The company operates a defined contribution pension scheme. The assets of the schemes are held separately from those of the company. Contributions are recognised in the income statement in the period in which they become payable.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

3

Staff numbers

The average number of persons employed by the company during the year, was 16 (2022 - 5).

 

Verdane Advisors Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

4

Taxation

Tax charged in the income statement

2023
£

2022
£

Current taxation

UK corporation tax

241,707

32,980

The standard rate of UK corporation tax applied to the reported profit before tax for the year is 23.5% (2022 - 19%).

The difference between the total tax charge shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:

2023
£

2022
£

Profit before tax

1,042,621

223,014

Corporation tax at standard rate

245,230

42,373

Effect of expense not deductible in determining taxable profit (tax loss)

32,618

4,776

Tax decrease from effect of capital allowances and depreciation

(36,141)

(14,169)

Total tax charge

241,707

32,980

 

Verdane Advisors Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

5

Property, plant and equipment

Leasehold Improvements
£

Furniture, fittings and equipment
 £

Computer equipment
£

Total
£

Cost

At 1 January 2023

-

46,876

13,238

60,114

Additions

232,443

7,392

20,334

260,169

At 31 December 2023

232,443

54,268

33,572

320,283

Depreciation

At 1 January 2023

-

2,839

734

3,573

Charge for the year

-

10,016

8,411

18,427

At 31 December 2023

-

12,855

9,145

22,000

Carrying amount

At 31 December 2023

232,443

41,413

24,427

298,283

At 31 December 2022

-

44,037

12,504

56,541

6

Receivables

2023
£

2022
£

Amounts owed by group undertakings

902,947

273,541

Other receivables

674,623

171,313

Prepayments

18,837

77,359

1,596,407

522,213

The amounts owed by group undertakings disclosed as falling within one year are unsecured, payable on demand and is non-interest bearing.

7

Cash and cash equivalents

2023
£

2022
£

Cash at bank

122,891

150,130

 

Verdane Advisors Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

8

Payables

2023
£

2022
£

Due within one year

Trade payables

105,111

29,229

Amounts owed to group undertakings

10,910

71,084

Corporation tax

241,707

32,980

Social security and other taxes

126,888

156,215

Other payables

3,669

-

Accrued expenses

356,467

67,461

844,752

356,969

The amounts owed to group undertakings disclosed as falling within one year are unsecured, payable on demand and are non-interest bearing.

9

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £1 each

3,000

3,000

3,000

3,000

         

The company has one class of share capital which carries no right to fixed income.

Reserves
The retained earnings reserve represents cumulative profit or losses net of dividends paid and other adjustments

 

Verdane Advisors Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

10

Obligations under leases

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

166,633

-

Later than one year and not later than five years

1,666,333

-

1,832,966

-

The amount of non-cancellable operating lease payments recognised as an expense during the year was £30,549 (2022 - £Nil).

11

Pension scheme

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £263,178 (2022 - £29,443). No contributions were payable to the scheme at the end of the year (2022 - £nil).

12

Related party transactions

Summary of transactions with wholly owned subsidiaries
The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of paragraph 1AC.35 of FRS 102 - Small Entities the not to disclose transactions with entities that are wholly owned members of the group.

13

Parent and ultimate parent undertaking

The company's immediate parent is Verdane Advisors Holding AS, incorporated in Norway.

 The most senior parent entity producing publicly available financial statements is Verdane Advisors Holding AS. These financial statements are available upon request from Hieronymus Heyerdahls gate 1 - 0160 Oslo, Norway.

 

 

Verdane Advisors Limited

Notes to the Financial Statements
for the Year Ended 31 December 2023 (continued)

14

Events after the financial period

There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.