| REGISTERED NUMBER: |
| REPORT OF THE DIRECTOR AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| HARPS GLOBAL UK LIMITED |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTOR AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| HARPS GLOBAL UK LIMITED |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Report of the Director | 2 |
| Statement of Director's Responsibilities | 3 |
| Report of the Independent Auditors | 4 |
| Statement of Comprehensive Income | 8 |
| Statement of Financial Position | 9 |
| Statement of Changes in Equity | 10 |
| Notes to the Financial Statements | 11 |
| HARPS GLOBAL UK LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| Statutory Auditor |
| 161 Newhall Street |
| Birmingham |
| B3 1SW |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The director presents his report with the financial statements of the company for the year ended 31 December 2024. |
| DIVIDENDS |
| During the year the company made a dividend payment of £nil (2023: £200,000). |
| DIRECTORS |
| The directors who have held office during the period from 1 January 2024 to the date of this report are as follows: |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware. Having made enquiries of the group's directors and the group's auditor, the directors have taken all the steps that they are obliged to take as directors in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. |
| AUDITORS |
| The auditors, Prime will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors are responsible for preparing the annual report and the financial statements in accordance with applicable United Kingdom 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 Financial Reporting Standard FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102"). 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 with section 10 of FRS 102 and then apply them consistently; |
| - make judgements and accounting estimates that are reasonable and prudent; |
| - present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; |
| - state whether applicable UK Accounting Standards, including FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company financial position and financial performance; and |
| - prepare the financial statements on the going concern basis unless it is appropriate to presume that the company will not 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 company 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. |
| Under applicable law and regulations, the directors are also responsible for preparing a strategic report, directors' report, that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| HARPS GLOBAL UK LIMITED |
| Opinion |
| We have audited the financial statements of HARPS Global UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity 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 company's affairs as at 31 December 2024 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 Auditors' 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 financial statements are 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 in the Report of the Director and the Statement of Director's Responsibilities, but does not include the financial statements and our Report of the Auditors 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 this gives rise to 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| HARPS GLOBAL UK LIMITED |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Director has been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| 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 Report of the Director. |
| 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. |
| - the directors were not entitled to take advantage of the small companies exemptions in preparing the directors' report and from the requirement to prepare a strategic report. |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| HARPS GLOBAL UK LIMITED |
| Auditors' 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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 identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector; |
| - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; |
| 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. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships; |
| - tested journal entries to identify unusual transactions; |
| - assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and |
| - investigated the rationale behind significant or 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 statement disclosures to underlying supporting documentation; |
| - enquiring of management as to actual and potential litigation and claims; and |
| - reviewing correspondence with HMRC and other relevant parties. |
| 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 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 Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| HARPS GLOBAL UK LIMITED |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
| for and on behalf of |
| Chartered Accountants |
| Statutory Auditor |
| 161 Newhall Street |
| Birmingham |
| B3 1SW |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER |
| Administrative expenses |
| OPERATING PROFIT |
| Interest payable and similar expenses | 4 |
| PROFIT BEFORE TAXATION | 5 |
| Tax on profit | 6 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| STATEMENT OF FINANCIAL POSITION |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 |
| CURRENT ASSETS |
| Debtors | 9 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 10 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 12 |
| Retained earnings | 13 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the director and authorised for issue on |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 September 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| HARPS Global UK Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirement of paragraph 3.17(d); |
| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
| • | the requirement of paragraph 33.7. |
| 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. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with fellow wholly owned subsidiaries. |
| Turnover |
| All the revenue is generated in the United Kingdom and primarily represents fees, excluding value added tax, from the Group for arranging sales contracts. The level of fees received from the Group is dependent on the cost of sales support services provided. Revenue is recognised when services are performed on a monthly basis. |
| Tangible fixed assets |
| Office fixtures, fittings and equipment | - |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid/(received) under operating leases are charged/(credited) to the profit and loss account on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| Sales |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| The directors during the year did not receive any remuneration for their services as directors of the Company, as these services are considered incidental to their other Group roles. |
| 4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| HMRC interest charged |
| 5. | PROFIT BEFORE TAXATION |
| The profit is stated after charging: |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Hire of plant and machinery |
| Depreciation - owned assets |
| Auditors' remuneration |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Under provision in prior years | 123 | (421 | ) |
| Tax on profit |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 6. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | ( |
) | ( |
) |
| Tax under provision in prior years | 122 | (420 | ) |
| Total tax charge | 2,810 | 31,932 |
| 7. | DIVIDENDS |
| Period |
| 1.9.23 |
| Year ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Ordinary shares of £1 each |
| Interim |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | TANGIBLE FIXED ASSETS |
| Office |
| fixtures, |
| fittings |
| and |
| equipment |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| Deferred tax asset | 5,590 | 5,590 |
| VAT |
| Prepayments and accrued income |
| The deferred tax asset at the year end relates to timing differences in the claim of capital allowances and is expected to be recoverable on future taxable profits. |
| 10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Corporation tax |
| Social security and other taxes |
| Other creditors |
| Accruals |
| HARPS GLOBAL UK LIMITED (REGISTERED NUMBER: 01954091) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 11. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| 12. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 150,000 | 150,000 |
| 13. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Profit for the year |
| At 31 December 2024 |
| 14. | ULTIMATE PARENT COMPANY |
| The ultimate parent undertaking and controlling party is HARPS Global Pte. Limited which is incorporated in Singapore. No single individual has control of the company. The immediate holding company at the year end was HARPS Investment Asia Pte. Ltd, incorporated in Singapore. |
| HARPS Global Pte. Limited is the only undertaking of which the company is a member for which group accounts are prepared. Copies of group accounts can be obtained from: |
| 9 Straits View |
| 08-10A Marina One West Tower |
| 018937 |
| Singapore |