Company number:
Annual Report and Financial Statements
For the Financial Year Ended 31 December 2024
EQT Exeter Advisors UK Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report to the Members of EQT Exeter Advisors UK Limited |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
EQT Exeter Advisors UK Limited
Company Information
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Directors |
James Peter Stuart Golunski Steven Richards John Toukatly |
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Registered number |
13306870 |
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Registered office |
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Banker |
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Auditor |
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EQT Exeter Advisors UK Limited
Strategic Report
For the financial Year Ended 31 December 2024
Introduction
The directors present the Strategic Report and financial statements for the year ended 31 December 2024.
Business review
The Company was incorporated on 31 March 2021 and became operational in October 2021. The Company operates on a cost-plus basis and derives all of its revenue from transfer pricing agreements with related companies EQT Real Estate I GP LP, EQT Real Estate II GP LP, Exeter US Advisors LLC, EQT Fund Management S.a.r.l.. and with the Company's ultimate parent, EQT AB.
The Company experienced further growth in 2024 by increasing its revenues to £40,512,015 (2023: £31,292,837). This was mainly driven by increased costs associated with new hires, as revenue is driven by a Transfer Pricing model arrangement, which is a mark-up on costs. The cost base has increased due to an increase in advisory activities together with an increase in headcount. In 2024, the average number of full-time equivalent employees increased and amounted to 78 (2023: 72). The Company continued hiring during 2024 but at a reduced pace and is currently only making selective hires to secure growth in certain focus areas. Compared to 2023, the growth of FTE in 2024 was 8% (2023 vs 2022 was 24%).
Details of the results for the year are set out in the Profit and Loss Account. The Company recorded a profit after taxation for the year of £930,281 (2023: £514,286) and net assets of £7,116,680 (2023: £5,930,445).
On 28 November 2024, the Company's board of directors has resolved to transfer all business, assets and liabilities to EQT Partners Limited in 2025 and effective 1 January 2025, made the transfer for a consideration of £6.43 million based on Company's net total of the book value less retained regulatory capital as of this date. This will be settled through a Promissory Note, which will be finalised in 2025 once the Company's books are closed.
Going concern
As a result of the transfer of all assets and liabilities to a related party, EQT Partners Limited, the financial statements have been prepared on a non-going concern basis as it is expected the Company will be liquidated within 12 months from the end of the financial period 31 December 2024. There has been no significant impact on the financial statements. See note 2 for further details.
EQT Exeter Advisors UK Limited
Strategic Report
For the financial Year Ended 31 December 2024 (continued)
Principal risks and uncertainties
Ongoing review of performance is carried out by comparing performance against set budgets. However, as the Company is managed as part of EQT Partners AB, there are no significant key performance indicators that are specific to the Company.
Institutional fund investors are serviced by the Fund Management team and supported by EQT’s in-house Capital Raising team. Capital is allocated to EQT Exeter Funds, which in turn invest in Real Estate Assets.
EQT Funds typically seek to make control or co-control investments in high quality companies with growth potential in attractive industries.
EQT Fund Managers are advised by dedicated EQT Investment Advisory professionals with vast deal making experience, who support the portfolio companies in reaching their full potential plan with an active ownership approach, a clear governance model and a strong focus on performance and a detailed plan formed to execute on certain targets.
Business risks
Weak fund performance
If the EQT fund managers, advised by the Company, were to perform unsatisfactorily, this could affect the carried interest and investment income received by the EQT AB Group, thereby affecting the profit share in the Company, and EQT AB Group’s liquidity for paying Investment Advisory invoices.
All proposed investments go through a thorough due diligence and approval process during which all key aspects of the transactions are discussed and assessed. In addition, portfolio performance is monitored on an ongoing basis.
Despite macroeconomic challenges, high inflation and interest rates EQT's portfolio has remained resilient. The funds managed by the EQT fund managers demonstrated solid revenue growth across Private Equity and Infrastructure key funds, apart from a few pockets of underperformance.
Market conditions and changed trends in private markets
Difficult market conditions may impact the performance of the EQT funds by affecting the portfolio companies’ revenues and restricting their ability to source investment opportunities, exit investments, or obtain favourable debt financing for potential acquisitions. The EQT AB Group’s AUM is also affected by market trends, including increased competition or the risk that fund investors may decrease their allocation to private markets. A reduction in EQT AB Group’s ability to raise funds would impact the Company by reducing Investment Advisory revenues and profit share in future years.
To meet the demands of fund investors, the EQT AB Group has a multi-strategy platform including inter alia Private Capital, Real Estate and Infrastructure, enabling fund investors to simplify their investment manager relationships by investing across multiple investment strategies with the same manager.
As markets remain volatile, EQT AB Group continued to lean into the key themes that have been central to group’s future-proofing efforts for years: AI and climate.
The market was tougher for exits and for fundraising. Across private markets, exit volumes were at their lowest in well over a decade. This was reflected in EQT’s exit volumes as well.
EQT Exeter Advisors UK Limited
Strategic Report
For the financial Year Ended 31 December 2024 (continued)
Strategic risks
Dependency on key personnel and network of advisors
The Company’s ability to recruit, retain and motivate employees is dependent on its ability to maintain a positive brand and reputation, uphold its corporate culture as well as to offer attractive compensation arrangements.
The ability to attract, retain and develop talent is supported by several measures including e.g. a well defined recruitment process, succession planning, a competitive and long term approach to compensation, and a focus on development opportunities through the semi-annual performance review, coaching, mentoring and training platform (the “EQT Academy”).
Brand and reputation
EQT AB Group’s brand and reputation are of great importance in the competition for investors in, and investment opportunities for, the EQT funds. If brand and reputation were to deteriorate, EQT AB Group’s ability to attract and retain talent and raise funds would be negatively affected. A reduction in EQT AB Group’s ability to raise funds would impact the Company by reducing Investment Advisory revenues and profit share in future years.
EQT AB Group has a dedicated Communications team, responsible for monitoring and responding to negative press, whether it is based on false rumours or accurate facts. The Information Policy mitigates the risk of disseminating inaccurate information by setting out roles and responsibilities in communicating on behalf of EQT as well as a routine for media relationships.
Legal, regulatory and governance risks
Regulatory risk compliance with laws and regulations
The Company’s business is subject to extensive regulations in the United Kingdom, as well as through directives and regulations, such as the Markets in Financial Instruments Directive, the Money Laundering Directive, the Market Abuse Regulation and is regulated by the Financial Conduct Authority. The EQT AB Group is also affected by laws, regulations and marketing rules in the jurisdictions of fund investors and EQT funds’ investments.
Failure to comply with applicable laws or regulations may limit the operations of the EQT AB Group and the Company, and lead to operational or sanction related costs, fund investor claims, rescission rights, or loss of fund approvals.
The Company has a Regulatory & Compliance Director who operates independently from asset management activities and is responsible for ensuring that the Company has adequate measures and procedures to comply with its obligations and regulatory requirements.
Changing geopolitical conditions
The EQT AB Group’s business could be materially affected by political situations, including changes in laws and regulations, protectionism, national security measures and the overall geopolitical environment.
The EQT AB Group uses the services of reputable legal and tax advisors at central and local levels to ensure such developments come to attention and are dealt with in an efficient manner. Regulatory and tax developments arising from political situations are monitored by the Regulatory & Compliance team and the Tax & Structuring team.
EQT Exeter Advisors UK Limited
Strategic Report
For the financial Year Ended 31 December 2024 (continued)
Tax risks
Inaccurate tax approach or change in tax laws
Tax developments are monitored by the Tax & Structuring team, supported by reputable tax advisors at central and local levels. This ensures that new tax rules and interpretations come into the Company’s focus and are dealt with in an efficient manner.
Operational risks
Risk of IT failure and loss or leak of information
The EQT AB Group processes and stores a variety of data both in electronic and physical form. Possible disruptions in the EQT AB Group’s data processing systems could adversely impact business operations if the system is down for a period of time or if data is lost or leaked.
The EQT AB Group uses both on premise and cloud storage facilities for storing, managing and using data. All data centres are guarded by modern firewalls with an around the clock team of technicians in multiple time zones. The EQT AB Group contracts with reputable IT vendors and has procedures in place to monitor service levels.
Fraud risk
Internal financial reporting controls include preventive measures such as segregation of duties, independent four eye checks on payments and changes of suppliers’ bank account details, as well as monthly cash reconciliations. The wider EQT AB Group has put in place various detection techniques, including a whistleblowing process, financial audits and user access reviews. Background checks and personality tests are conducted on prospective employees.
Financial risks
Credit, liquidity and foreign exchange risks
The financial risks are related to factors such as credit, liquidity and foreign exchange risks, which could lead to financial losses if not managed properly. Financial risks are reported to the CFO on a regular basis to ensure they remain in line with the EQT AB Group’s risk profile.
The revenue of the Company is based on a cost-based remuneration for "routine" services including an arm's length profit mark-up, along with an arm's length profit share as remuneration for "non-routine" services. Management has no reason to believe that the revenues for 2024 will not be collected because of the limited credit risk of the counterparties to the Company, who earn significantly larger revenues from managing other EQT fund vehicles and therefore have sufficient liquidity to continue paying the Company’s revenues as they fall due. The revenue earned by the Company’s counterparties is obtained from a diverse set of large, sophisticated investors with very limited default risk.
Liquidity risk may arise in relation to the operations of the Company, where cash inflows from management fees are not sufficient in timeliness or size to meet cash obligations. Along with the Treasury team, the local finance
team monitors and reports on those risk exposures on a periodic basis.
The Company’s financial income is exposed to currency exchange rates (currency risks). The group do not consider this a significant risk.
EQT Exeter Advisors UK Limited
Strategic Report
For the financial Year Ended 31 December 2024 (continued)
Directors' statement of compliance with duty to promote the success of the Company
In accordance with Section 172 of the Companies Act 2006, the directors have considered the interests of the Company and its stakeholders. In discharging their duties under Section 172, the directors have considered the
Company’s purpose and values, together with strategic priorities, while ensuring that the decisions made are consistent and intended to promote the long term success of the Company.
During the year ended 31 December 2024, the Board of the Company considers, as individuals and collectively, that it has acted in a way to promote the success of the Company for the benefit of its stakeholders, by having
regard among other matters to the following:
• long-term consequences of any decisions;
• interests in employee well-being;
• the performance of the Company with regard to its customer base;
• the need to foster and maintain relationships with the Company's suppliers;
• the impact of the Company's operations on the local community and environment.
Employees
The Board continues to promote effective employee engagement using number of initiatives:
The Company utilises an employee engagement platform ‘Peakon’ whereby the Company can connect DE&I initiatives with employee engagement, and measure and assess impact to take better and more informed actions. Ensuring our employees have multiple channels to anonymously raise their voices on DE&I related topics is imperative to raise awareness of any serious issues and increases accountability across the organization.
EQT Women’s International Network (“EQT WIN”) - an employee resource group aiming to increase gender diversity at EQT and helping to make the organization a more inclusive place for female professionals. Mental Wealth, an online coaching platform that helps EQT to empower all employees to better understand and look after their own mental health and care for others around them. EQT’s mental wellbeing strategy is aimed at 1) educating, 2) increasing conversation and decreasing the stigma, 3) encouraging preventative action.
Customers
As an entity within EQT AB Group, the customers of the Company are EQT Fund Managers which are advised by dedicated Investment Advisory professionals, actively supporting the portfolio companies of the Funds in reaching their full potential.
Suppliers
As an entity with the EQT AB Group, suppliers consists of both third-party vendors and inter-company entities that provide services at arm's length to the entity.
ESG
EQT’s focus and ambitions related to ESG (Environmental Social & Governance) matters have been set based on an analysis of the United Nations SDGs (Sustainable Development Goals) and through engagement with EQT’s stakeholders. EQT subsequently formulated its sustainability framework in three focus areas: Clean & Conscious, Diversity & Upskilling and Transparency & Accountability. Furthermore, the area of Innovation & Partnerships has been identified as an enabler to achieving the targets and ambitions.
EQT Exeter Advisors UK Limited
Strategic Report
For the financial Year Ended 31 December 2024 (continued)
Organizational resources
To integrate and advance EQT's responsible investment and ownership practices within the organization, EQT has a dedicated Sustainability team focusing on how EQT can lead by example. The Sustainability team works
in close liaison with the entire organization, promotes sustainability awareness internally, follows up on the EQT Sustainability Blueprint together with business lines and engages with external stakeholders on
sustainability aspects. In addition, all EQT business lines have Sustainability Ambassadors appointed to ensure complete dissemination of sustainability knowledge and best practice within the Advisory Teams.
Integrating sustainability into investments and ownership
EQT strives to instil sustainable business solutions and practices in all companies EQT invests in, from start-ups to mature companies. EQT applies responsible investment and ownership principles and practices as an integral
part of each phase of the investment and value creation process. This extends from thematic sourcing to conducting thorough sustainability-focused due diligence to accelerate positive impact as an investor and owner.
This report was approved by the
Board
on
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EQT Exeter Advisors UK Limited
Directors' Report
For the Financial Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Incorporation
The Company was incorporated on 31 March 2021 and became operational in October 2021.
Principal Activity
The principal activity of the Company is that of acting as an investment advisor to the General Partners of EQT Exeter Funds namely, EQT Real Estate I GP LP, EQT Real Estate II GP LP, Exeter US Advisors LLC, and EQT Fund Management S.a.r.l..
The Company has been registered with Financial Conduct Authority (FCA) since 1 June 2022. From 25 July 2025, the Company is no longer authorised by the Financial Conduct Authority (FCA) and cannot provide regulated activities from this date.
Business Review
The Company operates on a cost-plus basis and derives all of its revenue from transfer pricing agreements with related companies EQT Real Estate I GP LP, EQT Real Estate II GP LP, Exeter US Advisors LLC, EQT Fund Management S.a.r.l., and with the Company's ultimate parent, EQT AB.
During 2024, the Company's turnover increased to £40,512,015 (2023: £31,292,837) mainly driven by increase in activity during the year and increase in headcount. As the Company is driven by a cost-plus arrangement, revenues during the year has grown in this regard.
The average number of full-time employees, including directors, during the financial year was 78 (2023:72).
Details of the results for the year are presented in the Profit and Loss and in the related Notes to the Financial Statements.
On 28 November 2024, the Company's board of directors has resolved to transfer all business, assets and liabilities to EQT Partners Limited in 2025 and effective 1 January 2025, made the transfer for a consideration of £6.43 million based on Company's net total of the book value less retained regulatory capital as of this date. This will be settled through a Promissory Note, which will be finalised in 2025 once the Company's books are closed.
Future developments
The directors have committed to a business transfer of the entity’s assets to the EQT Partners Limited entity within the next 12 months from the end of the financial period 31 December 2024. The entity will continue to exist in 2025 but is expected to have very limited operations. As such, the financial statements have been prepared on a non-going concern basis.
There has been no significant impact on the financial statements. See note 2 for further details.
From 25 July 2025, the Company is no longer authorised by the Financial Conduct Authority (FCA) and cannot provide regulated activities from this date.
EQT Exeter Advisors UK Limited
Directors' Report
For the Financial Year Ended 31 December 2024 (continued)
Directors of the Company
The directors who held office during the year and up to the date of this report were as follows:
James Peter Stuart Golunski
Steven Richards
John Toukatly
Results and dividends
The profit for the year, after taxation, amounted to £930,281 (2023: £514,286).
No dividends were paid during the year (2023: £Nil) and the directors do not recommend payment of a final dividend.
At the end of the financial period, the net assets of the Company are £ 7,116,680 (2023:£ 5,930,445).
Political donations
The Company made no political donations or incurred any political expenditure during the year (2023: £Nil).
Going concern
As a result of the transfer of all assets and liabilities to a related party, EQT Partners Limited, the financial statements have been prepared on a non-going concern basis as it is expected the Company will be liquidated within 12 months from the end of the financial period 31 December 2024. There has been no significant impact on the financial statements. See note 2 for further details.
Directors' confirmations
In the case of each director in office at the date the directors’ report is approved:
• so far as the director is aware, there is no relevant audit information of which the Company’s Auditor is unaware; and
• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information.
EQT Exeter Advisors UK Limited
Directors' Report
For the Financial Year Ended 31 December 2024 (continued)
Independent auditor
Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office.
Approved and authorised by the Board on
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EQT Exeter Advisors UK Limited
Statement of Directors' Responsibilities in Respect of the Strategic Report, the Directors' Report and the Financial Statements
For The Financial Year Ended 31 December 2024
The directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
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assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and |
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use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. As explained in note 2, the financial statements have been prepared on a non-going concern basis. |
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Approved and authorised by the Board on
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EQT Exeter Advisors UK Limited
Independent Auditor's Report to the Members of EQT Exeter Advisors UK Limited
Opinion
We have audited the financial statements of EQT Exeter Advisors UK Limited (“the Company”) for the year ended 31 December 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and related notes, including the accounting policies in note 2.
In our opinion the financial statements:
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give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its profit for the year then ended; |
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have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and |
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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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Emphasis of matter – non-going concern basis of preparation
We draw attention to the disclosure made in note 2 to the financial statements which explains that the financial statements are now not prepared on the going concern basis for the reason set out in that note. Our opinion is not modified in respect of this matter.
Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
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Enquiring of directors as to the Company’s policies and procedures to prevent and detect fraud as well as whether they have knowledge of any actual, suspected or alleged fraud; |
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Reading the Company’s meeting minutes; |
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Considering remuneration incentive schemes and performance targets; and |
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Using analytical procedures to identify any unusual or unexpected relationships. |
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
EQT Exeter Advisors UK Limited
Independent Auditor's Report to the Members of EQT Exeter Advisors UK Limited (continued)
Identifying and responding to risks of material misstatement due to fraud (continued)
As required by auditing standards and taking into account our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because revenue is generated from few sources and transactions are easily verifiable to external sources or agreements with little or no requirement for estimation from management. We did not identify any additional fraud risks.
We performed procedures including identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included journals posted to revenue and cash.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management (as required by auditing standards) and from inspection of the Company’s regulatory correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.
As the Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the Company’s regulatory permissions. We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery, employment law, regulatory capital and liquidity and certain aspects of company legislation recognising the financial and regulated nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
EQT Exeter Advisors UK Limited
Independent Auditor's Report to the Members of EQT Exeter Advisors UK Limited (continued)
Context of the ability of the audit to detect fraud or breaches of law or regulation.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Strategic Report and Directors’ Report
The directors are responsible for the Strategic Report and Directors’ Report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the Strategic Report and the Directors’ Report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
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we have not identified material misstatements in the Strategic Report and the Directors’ Report; |
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in our opinion the information given in those reports for the financial year is consistent with the financial statements; and |
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in our opinion those reports have been prepared in accordance with the Companies Act 2006. |
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
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the financial statements are not in agreement with the accounting records and returns; or |
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certain disclosures of directors’ remuneration specified by law are not made; or |
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we have not received all the information and explanations we require for our audit. |
We have nothing to report in these respects.
Directors’ responsibilities
As explained more fully in their statement set out on page 11, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
EQT Exeter Advisors UK Limited
Independent Auditor's Report to the Members of EQT Exeter Advisors UK Limited (continued)
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
United Kingdom
E14 5GL
EQT Exeter Advisors UK Limited
Profit and Loss Account
For the
Year Ended 31 December 2024
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2024 |
2023 |
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Turnover |
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Employee benefits expense |
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Other expenses |
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Operating profit |
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Interest receivable and similar income |
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Profit before tax |
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Taxation |
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Profit for the financial year |
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The Company's revenue and expenses for the period are derived from continuing operations. Effective 1 January 2025, all of the Company's assets and liabilities have been transferred to EQT Partners Limited and subsequently, the entity will have very limited operations.
No other comprehensive income is recorded.
EQT Exeter Advisors UK Limited
(Registration number: 13306870)
Balance Sheet
As at 31 December 2024
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2024 |
2023 |
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Current assets |
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Intangible assets |
629,618 |
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Debtors |
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Cash and cash equivalents |
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Creditors: Amounts falling due within one year |
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Net assets |
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Capital & reserves |
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Share capital |
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Other reserves |
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Profit or loss account |
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Total equity |
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The financial statements were approved and authorised for issue by the
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EQT Exeter Advisors UK Limited
Statement of Changes in Equity
For the Year Ended 31 December 2024
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Share capital |
Other reserves |
Profit and loss |
Total |
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At 1 January 2024 |
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Profit for the year |
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- |
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Share-based payment transactions |
- |
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- |
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At 31 December 2024 |
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Share capital |
Other reserves |
Profit and loss |
Total |
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At 1 January 2023 |
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Profit for the year |
- |
- |
|
|
|
Share-based payment transactions |
- |
|
- |
|
|
At 31 December 2023 |
3,300,000 |
675,520 |
1,954,925 |
5,930,445 |
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
|
GENERAL INFORMATION |
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial statements.
EQT Exeter Advisors UK Limited ("the Company") is a private company limited by shares incorporated and registered in the United Kingdom. The registered number of the Company is 13306870 and the registered office of the Company is 30 Broadwick Street, London,W1F 8JB, United Kingdom which is also the principal place of business of the Company.
The nature of the Company's operations and its principal activities are set out in the Directors' Report. The financial statements have been presented in Pound Sterling (£) which is also the functional currency of the Company.
|
ACCOUNTING POLICIES |
Basis of preparation
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. Further, given that the directors intend to liquidate the Company within twelve months from end of the financial period, effectively transfering the business including all assets and liabilities to a related party, EQT Partners Limited, from 1 January 2025, the Company's financial statements have been prepared on a non-going concern basis.
Under FRS 102 Section 1.11 and 1.12, the Company is exempt from the requirement to prepare a cashflow statement and share based payment disclosures in accordance with section 1.12(d) on the grounds that its parent undertaking (EQT AB, a Company incorporated in Sweden) includes the Company in its own published consolidated financial statements available at P.O Box 16409, S-103 27, Stockholm, Sweden.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see Note 3).
The following accounting policies have been applied consistently to all periods presented in the financial statements.
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
2 |
ACCOUNTING POLICIES (continued) |
Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be measured reliably. It is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Turnover represents revenue earned in the financial period from acting as sub-advisor to EQT AB and is recognised by the Company in line with a transfer pricing agreement with EQT AB for the provision of investment advisory services. During the year, the Company also added a new revenue stream. This relates to fees charged by EQT Exeter Advisors UK (Manager) for carrying out development management services at commercial real properties owned by Propco entities (Owner). Under this revenue line, the Owner agrees to pay to the EQT Exeter Advisors UK all reasonably and properly incurred development management fees for the relevant services provided with such development management fees being calculated in line with current market rates in accordance with the parameters set out in the Facility Agreement.
Financial assets
Basic financial assets, including trade and other receivables and cash and cash equivalents are recognised at transaction price, 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 are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third-party without imposing additional restrictions.
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Intangible Assets
Development costs capitalised as at year end amounted to £708,949 as these costs relate to the development of a new software platform expected to generate future economic benefits. The project met the recognition criteria under FRS 102 Section 18.4. Amortisation for the balance classified as intangible assets will be amortised on a straight-line basis over a 12-month period starting from January 2025. No research costs were capitalised during the year.
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
2 |
ACCOUNTING POLICIES (continued) |
Financial liabilities
Basic financial liabilities, including trade and other payables, 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 receipts discounted at a market rate of interest.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Share-based payments
Where share options (cash based) are rewarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as target based on index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Profit and Loss is charged with the fair value of goods and services received.
Under FRS 102 Section 1.12(d), the Company is exempt from certain disclosure requirements of Section 26 Share-based Payments as equivalent disclosures are included in the consolidated financial statements of EQT AB, the ultimate parent company. These financial statements are publicly available at www.eqtgroup.com
Pensions
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid, the Company has no further payment obligations.
The contributions are recognised as an expense in Profit and Loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
2 |
ACCOUNTING POLICIES (continued) |
Taxation
Tax is recognised in the profit and loss account except to the extent that a charge is attributable to an item of other comprehensive income or to an item recognised directly in equity in which case it is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated based on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Taxation (continued)
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits;
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them, and the differences between the fair value of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Interest income and expenses
Interest payable and similar expenses include interest payable recognised in profit or loss using the effective interest method and net foreign exchange losses that are recognised in the profit and loss account.
Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains.
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
2 |
ACCOUNTING POLICIES (continued) |
Foreign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in profit or loss, except when deferred in other comprehensive income as qualifying cash flow hedges.
All other foreign exchange gains and losses are presented in the Profit and Loss Account within "interest receivable and similar income".
Related party disclosures
Under FRS 102 Section 33, the Company is exempt from disclosing transactions with wholly-owned subsidiaries of EQT AB as the consolidated financial statements presented by this entity include those of the Company. These financial statements are available at P.O. Box 16409, 103 27 Stockholm, Sweden.
Ordinary share capital
The ordinary share capital of the Company is presented as equity in accordance with FRS102.22.
|
JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In the view of the directors, there were no significant judgments or estimates involved in preparation of the Company's financial statements.
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
TURNOVER |
The analysis of the Company's revenue for the year from continuing operations is as follows:
|
For the period from 01 January to 31 December 2024 |
For the period from 01 January to 31 December |
|
|
Turnover |
|
|
All turnover arose as a result of transfer pricing agreement between EQT Exeter Advisors UK Limited, EQT Real Estate I GP LP, EQT Real Estate II GP LP, Exeter US Advisors LLC, EQT Fund Management S.a.r.l., and the Company's ultimate parent EQT AB, and from development management fees as well for services rended to Brentford Propco Limited, Loughton Propco Limited, Sunbury Propco Limited and EQT Real Estate II Investments.
The EQT transfer pricing cost-plus mark-up is at 10% (2023: 10%).
Turnover, analysed geographically between markets, was as follows:
|
For the period from 01 January to 31 December
|
For the period from 01 January to 31 December
|
|
|
US |
33,468,209 |
26,052,006 |
|
Europe |
7,043,806 |
5,240,831 |
|
40,512,015 |
31,292,837 |
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
EMPLOYEE BENEFITS EXPENSE |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
For the period from 01 January to 31 December |
For the period from 01 January to 31 December |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension and other post-employment benefit costs |
|
|
|
Share-based payment expenses |
|
|
|
Other employee expense |
|
|
|
|
|
The average monthly number of employees, including directors, during the financial 2024 was
|
OTHER EXPENSES |
The aggregate expenses were as follows:
|
For the period from 01 January to 31 December 2024 |
For the period from 01 January to 31 December |
|
|
Auditor's remuneration |
|
|
|
Management fee |
3,637,048 |
3,602,129 |
|
Other sundry expenses |
|
|
|
|
|
In 2024, the Company recognised £1,269,935 impairment expense on receivables from related parties, mainly from software development costs which have been incurred prior to formal recharge agreement being signed in 2024 and which have not satisfied the capitalisation criteria. Another £74,790 in post go-live expenses incorrectly capitalised have been impaired as well, bringing the total impact to profit and loss to £1,344,725.
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
DIRECTORS' REMUNERATION |
The directors' remuneration for the year was as follows:
|
For the period from 01 January to 31 December |
For the period from 01 January to 31 December |
|
|
Remuneration |
|
|
|
Company contributions to defined contribution pension schemes |
|
|
|
1,793,044 |
1,124,423 |
During the year, retirement benefits were accruing to 3 directors (2023: 3) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £738,631 (2023: £393,925).
The total pension expense for the highest paid director for the year ended 31 December 2024 amounted to £19,500 (2023: £18,000).
|
OPERATING PROFIT |
The operating is stated after charging/(crediting):
|
For the period from 01 January to 31 December 2024 |
For the period from 01 January to 31 December
|
|
|
Fees payable to the Company's auditor for the audit of the Company's annual accounts |
|
|
|
Fees payable to the Company's auditor for audit-related assurance services |
|
|
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
TAXATION |
The tax on profit before tax for the year is 25% (2023: 23.5%)
|
Corporation tax |
2024 |
2023 |
|
Current tax on profits for the year |
|
|
|
Adjustments in respect of previous periods |
- |
( |
|
Total current tax |
|
|
|
Profit on ordinary activities before tax |
|
|
|
Impairment of related company receivables |
1,344,725 |
- |
|
Provisional tax adjustments |
( |
|
|
Adjusted taxable profit |
|
|
|
Total current tax charge the year at 25% (2023 - 23.5%) |
|
|
|
Total tax provision |
748,102 |
158,950 |
|
INTANGIBLE ASSETS |
|
Intangible assets |
Total |
|
|
Cost |
||
|
At 1 January 2024 |
- |
- |
|
Additions |
|
|
|
At 31 December 2024 |
|
|
|
Amortisation |
||
|
At 1 January 2024 |
- |
- |
|
At 31 December 2024 |
- |
- |
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
|
At 31 December 2023 |
- |
- |
Development costs capitalised as at year end amounted to £629,618 as these costs relate to the development of a new software platform expected to generate future economic benefits. The project met the recognition criteria under FRS 102 Section 18.4. Amortisation for the balance classified as intangible assets will be amortised on a straight-line basis over a 12-month period starting from January 2025. No research costs were capitalised during the year.
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
DEBTORS |
|
2024 |
2023 |
|
|
Amounts owed by related parties |
|
|
|
Other debtors |
|
|
|
Prepayments |
- |
|
|
|
|
Amounts owed by related parties are comprised of transfer pricing invoices to other group companies in accordance with the group transfer pricing policy as well as amounts owed by other group companies to the Company with respect to various expenses paid on behalf of those entities. All amounts are payable on demand.
Further, in 2024, the Company recognised £1,269,935 impairment expense on receivables from related parties, mainly from software development costs which have been incurred prior to formal recharge agreement being signed in 2024 and which have not satisfied the capitalisation criteria. Another £74,790 in post go-live expenses incorrectly capitalised have been impaired as well, bringing the total impact to profit and loss to £1,344,725.
|
CASH AND CASH EQUIVALENTS |
|
2024 |
2023 |
|
|
Cash at bank |
|
|
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
CREDITORS |
|
2024 |
2023 |
|
|
Due within one year |
||
|
Bank overdraft |
|
- |
|
Trade creditors |
|
|
|
Amounts due to related parties |
|
|
|
Social security and other taxes |
|
|
|
Tax payable |
|
|
|
Accruals |
|
|
|
|
|
Amounts due to related parties are comprised of transfer pricing invoices to other group companies in accordance with the group transfer pricing policy, with respect to various expenses paid on behalf of the Company primarily by EQT Partners UK Limited.
|
SHARE CAPITAL |
|
Share Capital |
2024 |
2023 |
||
|
Authorised, allotted and fully paid: |
||||
|
Ordinary shares (3,300,000 shared at £1 each) |
|
|
||
|
OTHER RESERVES |
|
Other reserves |
2024
|
2023
|
|
At beginning of year |
675,520 |
306,770 |
|
Share-based payment transactions |
255,954 |
368,750 |
|
At end of year |
931,474 |
675,520 |
Other reserves comprise the Company's contributions to the share-based payment scheme. An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting period with a corresponding amount being recognised in other reserves. As the cost is borne by the parent entity and amounts are not recharged to the Company, this balance in other reserves is a capital contribution.
EQT Exeter Advisors UK Limited
Notes to the Financial Statements
For The Financial
Year Ended 31 December 2024
(continued)
|
RELATIONSHIP BETWEEN ENTITY AND PARENT ENTITY |
The immediate parent company at the balance sheet date is EQT Exeter Advisors Sweden AB, a company incorporated in Sweden.
The ultimate parent company is EQT AB, a company incorporated in Sweden by virture of their shareholding in EQT Exeter Advisors Sweden AB.
|
SUBSEQUENT EVENTS |
On 28 November 2024, the Company's board of directors has resolved to transfer all business, assets and liabilities to EQT Partners Limited in 2025 and effective 1 January 2025, made the transfer for a consideration of £6.43 million based on Company's net total of the book value less retained regulatory capital as of this date. This will be settled through a Promissory Note, which will be finalised in 2025 once the Company's books are closed.
From 25 July 2025, the Company is no longer authorised by the Financial Conduct Authority (FCA) and cannot provide regulated activities from this date.