Company registration number 14246595 (England and Wales)
JHSF UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
JHSF UK LIMITED
COMPANY INFORMATION
Directors
Ms C Burin
(Appointed 23 November 2023)
Mr T Alsonso De Oliveira
(Appointed 20 July 2022)
Mr J Auriemo Neto
(Appointed 20 July 2022)
Company number
14246595
Registered office
3rd Floor
1 Ashley Road
Altrincham
Cheshire
United Kingdom
WA14 2DT
Accountants
Azets
Laurel House
173 Chorley New Road
Bolton
United Kingdom
BL1 4QZ
JHSF UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Accountants' report
4
Profit and loss account
5
Group statement of comprehensive income
6
Group balance sheet
7 - 8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 25
JHSF UK LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the period ended 31 December 2023.

Review of the business

The nature of the business conducted by the Company shall be solely to directly or indirectly through one or more subsidiaries and substantially dedicated to activities of lease of owned commercial real estate.

 

It is primarily engaged in operating as a holding company, holding interest in the capital of other companies substantially dedicated to activities of construction, development, purchase and sale of residential and commercial properties, purchase and sale of goods, lease of owned commercial real estate, rendering of administration services, operation of hotel, gastronomy and tourist activities in general.

Some information on the main Company´s subsidiaries are as follows:

 

JHSF Uruguay S.A. (Fasano Las Piedras) - In 2010, the opening of Hotel Fasano Punta del Este, in Uruguay, marked the international expansion of the Fasano brand. With an award-winning architectural project conceived by a famous architect, which effortlessly interacts with the breathtaking natural landscape, the first Fasano outside of Brazil is widely known as one of the most beautiful resorts in the world. Overlooking the Maldonado river, the property occupies a preserved area of 490 hectares in La Barra.

 

815 Fifth Avenue LLC. (Fasano Fifth Avenue) - The second international project, this time in the United States, in front of Central Park, in Manhattan. Located on Fifth Avenue between 62 street and 63 street.

Fasano Fifth Avenue has 15 floors and is divided in duplex apartments, with approximately 3,552 square feet each, Clubhouse Suites, Garden Suites, Park Avenue Suites and Central Park Suites, most of them with a panoramic view of Central Park and the Manhattan skyline.

 

Traymore Hotel LLC. (Fasano Miami Beach - under development) - Acquired in June 21st, 2021, for the purchase price of USD70,000, the hotel situated in Miami-Dade County and located at 2445 Collins Avenue, Miami Beach, Florida 33140 is currently undergoing a retrofit and should be opened in 2025.

Principal risks and uncertainties

Credit risk

 

The Company is subject to credit risk related to accounts receivable from buyers of properties (lots).

Price risk and market conditions

 

The Company’s revenues directly depend on the capacity to sell the real estate properties (lots), the capacity to occupy the available rooms in its hotels and the flow of people in its restaurants.

 

Adverse conditions as well as periods of recession and/or negative perception of customers with respect to security, convenience and attractiveness of areas where the ventures are located, may reduce the level of commercial transactions of its businesses. Management constantly monitors these risks to minimize the impacts on its business.

 

The credit risk concentration of accounts receivable for the segments of hotels and restaurants is minimized due to the dispersion of customer portfolio, since the Company does not have a customer or even a business conglomerate representing more than 10% of its consolidated revenue.

 

For the real estate business segment (sale of lots), the Company does not have a customer or even a business conglomerate representing more than 10% of its consolidated revenue.

 

Liquidity risk

 

Cash flow is individually projected for each company of the consolidated financial statements. The Company monitors the continuous forecasts for liquidity requirements of these companies to ensure that they have sufficient cash to meet their operating needs.

JHSF UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Operating remarks

2023 presented an increase in revenue vs prior years mostly due to Uruguay’s plots sales, which led to a consolidated 61.37% growth. On the other hand, the Fasano Fith Avenue project inauguration on late 2022 contributed to a increase in costs on 2023, since the costs and investments related to this projected were no longer capitalized. The increase in plots sold also generated increased recognition of costs related to these lands.

The goal for 2024 is to keep the growth presented in the current business, as well as further developments of Traymore Hotel focusing in its opening date

On behalf of the board

Ms C Burin
Director
16 January 2025
JHSF UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -

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

Principal activities

The company was incorporated on 20 July 2022 and commenced trading on 13 June 2023.

 

The principal activity of the company and group continued to be that of security dealing on own account.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Ms C Burin
(Appointed 23 November 2023)
Mr T Alsonso De Oliveira
(Appointed 20 July 2022)
Mr J Auriemo Neto
(Appointed 20 July 2022)
On behalf of the board
Ms C Burin
Director
16 January 2025
JHSF UK LIMITED
ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF JHSF UK LIMITED FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of JHSF UK Limited for the period ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and the related notes from the accounting records and from information and explanations you have given us.

This report is made solely to the board of directors of JHSF UK Limited, as a body, in accordance with the terms of our engagement letter dated 4 July 2024. Our work has been undertaken solely to prepare for your approval the financial statements of JHSF UK Limited and state those matters that we have agreed to state to the board of directors of JHSF UK Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than JHSF UK Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that JHSF UK Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of JHSF UK Limited. You consider that JHSF UK Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the financial statements of JHSF UK Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Azets
16 January 2025
Laurel House
173 Chorley New Road
Bolton
United Kingdom
BL1 4QZ
JHSF UK LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
Period
ended
31 December
2023
Notes
£
Turnover
3
11,874,896
Cost of sales
(5,967,216)
Gross profit
5,907,680
Administrative expenses
26,142,199
Other operating income
996,950
Operating profit
5
33,046,829
Interest receivable and similar income
7
393,798
Interest payable and similar expenses
8
(7,208,282)
Amounts written off investments
9
254,019
Profit before taxation
26,486,364
Tax on profit
10
(85,136)
Profit for the financial period
26,401,228
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
JHSF UK LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -
Period
ended
31 December
2023
£
Profit for the period
26,401,228
Other comprehensive income
-
Total comprehensive income for the period
26,401,228
Total comprehensive income for the period is all attributable to the owners of the parent company.
JHSF UK LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
Notes
£
£
Fixed assets
Tangible assets
11
228,772,580
Current assets
Stocks
15
20,444,785
Debtors falling due after more than one year
16
3,939,237
Debtors falling due within one year
16
3,776,806
Cash at bank and in hand
2,658,934
30,819,762
Creditors: amounts falling due within one year
17
(228,013,677)
Net current liabilities
(197,193,915)
Total assets less current liabilities
31,578,665
Creditors: amounts falling due after more than one year
18
(5,183,588)
Net assets
26,395,077
Capital and reserves
Called up share capital
20
200
Other reserves
(100)
Profit and loss reserves
26,401,228
Equity attributable to owners of the parent company
26,401,328
Non-controlling interests
(6,251)
26,395,077

For the financial period ended 31 December 2023 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Directors' responsibilities under the Companies Act 2006:

 

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

JHSF UK LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
The financial statements were approved by the board of directors and authorised for issue on 16 January 2025 and are signed on its behalf by:
16 January 2025
Ms C Burin
Director
Company registration number 14246595 (England and Wales)
JHSF UK LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
Notes
£
£
Fixed assets
Investments
12
42,615,091
Current assets
-
Creditors: amounts falling due within one year
17
(42,620,091)
Net current liabilities
(42,620,091)
Net liabilities
(5,000)
Capital and reserves
Called up share capital
20
200
Other reserves
(100)
Profit and loss reserves
(5,100)
Total equity
(5,000)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £5,100.

For the financial period ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

The financial statements were approved by the board of directors and authorised for issue on 16 January 2025 and are signed on its behalf by:
16 January 2025
Ms C Burin
Director
Company registration number 14246595 (England and Wales)
JHSF UK LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
Share capital
Other Reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 20 July 2022
-
-
-
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
-
26,401,228
26,401,228
-
26,401,228
Issue of share capital
20
100
-
-
100
-
100
Bonus issue of shares
20
100
-
-
0
100
-
100
Other movements
-
(100)
-
(100)
(6,251)
(6,351)
Balance at 31 December 2023
200
(100)
26,401,228
26,401,328
(6,251)
26,395,077
JHSF UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 20 July 2022
-
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
-
(5,100)
(5,100)
Issue of share capital
20
100
-
-
100
Bonus issue of shares
20
100
-
-
0
100
Other movements
-
(100)
-
(100)
Balance at 31 December 2023
200
(100)
(5,100)
(5,000)
JHSF UK LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
22
57,046,265
Interest paid
(7,208,282)
Income taxes paid
(85,136)
Net cash inflow/(outflow) from operating activities
49,752,847
Investing activities
Purchase of tangible fixed assets
(229,111,078)
Non-Controlling Interest
(6,251)
Proceeds from disposal of investments
254,019
Interest received
393,798
Net cash used in investing activities
(228,469,512)
Financing activities
Proceeds from issue of shares
100
Proceeds from borrowings
24,170,516
Repayment of bank loans
157,204,983
Net cash generated from/(used in) financing activities
181,375,599
Net increase in cash and cash equivalents
2,658,934
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
2,658,934
JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

JHSF UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

 

The group consists of JHSF UK Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on the 20 July 2022 and therefore these financial statements relate to a period of more than 12 months.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company JHSF UK Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
5% Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

3
Turnover and other revenue
2023
£
Turnover analysed by class of business
Rendering of Services
11,874,896
JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 19 -
2023
£
Other revenue
Interest income
393,798
4
Exceptional item
2023
£
Expenditure
Gain on Cancellation of Debt
(11,005,127)
5
Operating profit
2023
£
Operating profit for the period is stated after charging:
Depreciation of owned tangible fixed assets
338,498
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2023
Number
Number
124
3

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
1,140,619
-
0
7
Interest receivable and similar income
2023
£
Interest income
Other interest income
393,798
JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 20 -
8
Interest payable and similar expenses
2023
£
Interest on bank overdrafts and loans
7,208,282
9
Amounts written off investments
2023
£
Gain on disposal of current asset investments
254,019
10
Taxation
2023
£
Current tax
Foreign current tax on profits for the current period
85,136

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2023
£
Profit before taxation
26,486,364
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
6,621,591
Tax effect of income not taxable in determining taxable profit
(6,537,730)
Unutilised tax losses carried forward
1,275
Taxation charge
85,136
JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 21 -
11
Tangible fixed assets
Group
Freehold land and buildings
£
Cost
At 20 July 2022
-
0
Business combinations
229,111,078
At 31 December 2023
229,111,078
Depreciation and impairment
At 20 July 2022
-
0
Depreciation charged in the period
338,498
At 31 December 2023
338,498
Carrying amount
At 31 December 2023
228,772,580
The company had no tangible fixed assets at 31 December 2023.
12
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
13
-
0
42,615,091

The addition of the investment shown in the separate company relates to the investment provided in the group subsidiaries as at 13 June 2023.

Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 20 July 2022
-
Additions
42,615,091
At 31 December 2023
42,615,091
Carrying amount
At 31 December 2023
42,615,091
JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 22 -
13
Subsidiaries

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of 31 December 2023. Control is achieve when the Group is exposed, or has rights, to variable returns from its involvemnet with the investee and has the ability to affect those returns through its power over the investee. Specifically, the gorup controls an investee if, and only if, the Group has:

 

 

Generally, there is a presumption that a majority voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee including:

 

 

Control

 

The Group controls an entity when it is exposed to, or has the right to, the variable returns arising from its involvement with the entity and has the ability to affect these returns by excerising its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the Group obtains control until the date on which control ceases to exist.

 

Loses Control

 

When an entity loses control over a subsidiary, the Group derecognises the assets and liabiliteis and any non-controlling interest and otehr components recorded in equity relating to that subsidiary. Any gain or loss arising from the loss of control is recognised in profit and loss. If the Group retaines any interst in the former subsidiary, this interst is measured at its fair value on the date on which controll is lost.

Intra-group balances and transactions, and any unrealised income or expenses (except for gains or losses from foreign curreny transactions) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with investees registered under the quity method are eliminated against the investment in proportion to the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidencfe of impairment loss.

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
JHSF Global
USA
Ordinary
100.00
-
JHSF Uruguay
Uruguay
Ordinary
-
100.00
JHSF USA
USA
Ordinary
-
100.00
JHSF NY
USA
Ordinary
-
100.00
XP JHSF Real Estate LP
USA
Ordinary
-
100.00
Traymore Hotel LLC
USA
Ordinary
-
100.00
815 Fifth Avenue LLC
USA
Ordinary
-
100.00
14
Financial instruments

The directors are consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 23 -
15
Stocks
Group
Company
2023
2023
£
£
Work in progress
20,444,785
-
16
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
1,670,585
-
0
Other debtors
1,971,241
-
0
Prepayments and accrued income
134,980
-
0
3,776,806
-
Amounts falling due after more than one year:
Amount owed by related parties
3,939,237
-
0
Total debtors
7,716,043
-
17
Creditors: amounts falling due within one year
Group
Company
2023
2023
Notes
£
£
Bank loans
19
152,021,395
-
0
Other borrowings
19
24,170,516
-
0
Trade creditors
4,238,462
-
0
Amounts owed to group undertakings
42,614,991
42,614,991
Other taxation and social security
274,102
-
Other creditors
4,689,111
-
0
Accruals and deferred income
5,100
5,100
228,013,677
42,620,091
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£
£
Bank loans and overdrafts
19
5,183,588
-
0
JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 24 -
19
Loans and overdrafts
Group
Company
2023
2023
£
£
Bank loans
157,204,983
-
0
Loans from related parties
24,170,516
-
0
181,375,499
-
Payable within one year
176,191,911
-
0
Payable after one year
5,183,588
-
0

The long-term loans are secured by fixed charges over property held in the group.

The Group has entered into long term debt with effective rates of interst ranging between 1.7%-5.09% the majority of the debt is due for repayment in 2024, leaving a mortgage ongoing until September 2028.

20
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
200 of £1 each
200
200
21
Related party transactions

As at the year end JHSF UK Limited owed the parent £42,614,991 in respect of the investments in the subsidiaries.

 

The group as a whole, owed JAN investments, £51,514,910 which is the ultimate parent company.

 

At the balance sheet date the group was owed £20,332 by JHSF Malls SA, a connected party of the group.

 

At the balance sheet date the group was owed £17,244 by Fasano, a connected party of the group.

 

At the balance sheet date the group was owed £102,321 by Flatly Global, a connected party of the group.

 

At the balance sheet date the group was owed £758 by Miami, a connected party of the group.

JHSF UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 25 -
22
Cash generated from/(absorbed by) group operations
2023
£
Profit for the period after tax
26,401,228
Adjustments for:
Taxation charged
85,136
Finance costs
7,208,282
Investment income
(393,798)
Depreciation and impairment of tangible fixed assets
338,498
Gain on sale of investments
(254,019)
Movements in working capital:
Increase in stocks
(20,444,785)
Increase in debtors
(7,716,043)
Increase in creditors
51,821,766
Cash generated from/(absorbed by) operations
57,046,265
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