Caseware UK (AP4) 2024.0.164 2024.0.164 2024-01-01falseThe principal activity of the Company and the LLP ('the Group') during the year was to act as a sub-advisor to SFM LLC00falsefalse 06611623 2024-01-01 2024-12-31 06611623 2023-01-01 2023-12-31 06611623 2024-12-31 06611623 2023-12-31 06611623 2023-01-01 06611623 c:Director1 2024-01-01 2024-12-31 06611623 c:Director2 2024-01-01 2024-12-31 06611623 c:RegisteredOffice 2024-01-01 2024-12-31 06611623 c:Agent1 2024-01-01 2024-12-31 06611623 d:CurrentFinancialInstruments 2024-12-31 06611623 d:CurrentFinancialInstruments 2023-12-31 06611623 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 06611623 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 06611623 d:ShareCapital 2024-01-01 2024-12-31 06611623 d:ShareCapital 2024-12-31 06611623 d:ShareCapital 2023-01-01 2023-12-31 06611623 d:ShareCapital 2023-12-31 06611623 d:ShareCapital 2023-01-01 06611623 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 06611623 d:RetainedEarningsAccumulatedLosses 2024-12-31 06611623 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 06611623 d:RetainedEarningsAccumulatedLosses 2023-12-31 06611623 d:RetainedEarningsAccumulatedLosses 2023-01-01 06611623 c:OrdinaryShareClass1 2024-01-01 2024-12-31 06611623 c:OrdinaryShareClass1 2024-12-31 06611623 c:OrdinaryShareClass1 2023-12-31 06611623 c:FRS102 2024-01-01 2024-12-31 06611623 c:Audited 2024-01-01 2024-12-31 06611623 c:FullAccounts 2024-01-01 2024-12-31 06611623 c:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 06611623 d:Subsidiary1 2024-01-01 2024-12-31 06611623 d:Subsidiary1 1 2024-01-01 2024-12-31 06611623 c:Consolidated 2024-12-31 06611623 c:ConsolidatedGroupCompanyAccounts 2024-01-01 2024-12-31 06611623 d:AcceleratedTaxDepreciationDeferredTax 2024-12-31 06611623 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 06611623 6 2024-01-01 2024-12-31 06611623 e:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure


















SFM UK Holdings Limited
























Annual report and consolidated financial statements



For the year ended 31 December 2024



Registered number: 06611623

 
SFM UK Holdings Limited
 


Company Information


Directors
Andrew Hollenbeck 
Mahendar Kumar Rajani 




Registered number
06611623



Registered office
1 New Burlington Place
1st Floor

London

W1S 2HR




Independent auditor
Buzzacott LLP

130 Wood Street

London

EC2V 6DL




Bankers
Bank of America
101 South Tryon Street

Charlotte

North Carolina

29210




Solicitors
Simmons & Simmons LLP
City Point

1 Ropemaker Street

London

EC2Y 9SS





 
SFM UK Holdings Limited
 


Contents



Page
Directors' report
 
1 - 2
Group strategic report
 
3 - 4
Independent auditor's report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated statement of financial position
 
10
Company statement of financial position
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14
Notes to the financial statements
 
15 - 28


 
SFM UK Holdings Limited
 
 

Directors' report
For the year ended 31 December 2024

The directors present their report and the consolidated financial statements of the SFM UK Holdings Limited Group ("the Group"), which consists of SFM UK Holdings Limited ("the Company") and its subsidiary SFM UK Management LLP ("the LLP"), for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £1,935,922 (2023 - £1,464,415).

Dividends of £nil were paid during the year (2023 - £4,171,736).

Directors

The directors who served during the year were:

Andrew Hollenbeck 
Mahendar Kumar Rajani 

Matters covered in the Group strategic report

The directors has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the Group's strategic report
information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 to be contained in the director's report. It has done so in respect of the principal financial risks faced by
the group and their management.

Page 1

 
SFM UK Holdings Limited
 

Directors' report (continued)
For the year ended 31 December 2024

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

This report was approved by the board on 8 April 2025 and signed on its behalf by:
 





Mahendar Kumar Rajani
Director

Page 2

 
SFM UK Holdings Limited
 


Group strategic report
For the year ended 31 December 2024

Principal activities, business overview and future developments
 
SFM UK Holdings Limited (‘the Company’) acts as the managing member of its subsidiary, SFM UK Management LLP (‘the LLP’). The Company is wholly owned by Soros Fund Management LLC (“SFM LLC”). The principal activity of the Company and the LLP (‘the Group’) during the year was to act as a sub-advisor to SFM LLC and collectively, they provide investment management services to Quantum Partners LP and other affiliates (collectively “the Fund”) pursuant to an investment management agreement. 
The annual revenue of the Group is earned entirely from SFM LLC and the Fund. The LLP collects a fee equal to its annual costs of providing the investment management services plus a mark-up on certain costs. This agreement provides a consistent and predictable stream of revenues to the Group and allows the Group to manage its capital base and cash flow effectively. 
No significant changes to the activity of the Group are planned.
Revenue and net profit for the past two years were as follows:

2024
2023
£
£



Revenue
66,272,931
32,371,335

Profit for the year
1,935,922
1,464,415

Key performance indicators (‘KPIs’)
 
Given that the sole purpose of the Group is to provide investment management services to SFM LLC and the Fund, the Directors consider that revenue, profit and financial position are the only relevant key performance indicators.
The financial position of the Group as of 31 December 2024 is considered to be stable and the Group believes that it has sufficient capital resources and access to funding such that it will be able to meet its obligations as and when they come due. Working and regulatory capital are being maintained at suitable levels and additional capital is available via SFM LLC and the Fund if and when the need arises.

Directors' statement of compliance with duty to promote the success of the Group
 
As the Board of the Company, we have a legal responsibility under section 172 of the Companies Act 2006 to conduct the business in a way we consider, in good faith, would be most likely to promote the company’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the Company and its stakeholders. In doing so, the directors have regard (amongst other matters) to:

the interests of the Group’s employees;
the need to foster the Group’s business relationships with suppliers, customers and others;
the impact of the Group’s operations on the community and the environment;
the desirability of the Group maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Group.

Page 3

 
SFM UK Holdings Limited
 


Group strategic report (continued)
For the year ended 31 December 2024

Directors' statement of compliance with duty to promote the success of the Group (continued)

The directors have acted, both individually and together, in a way that they consider in good faith would be the most likely to promote the success of the Company. The directors continue to have regard to the interests of the Company’s employees, suppliers and investors, including the impact of its activities on the Company’s reputation when making decisions.
Engagement with employees
The most important asset of the Group is its people. We are committed to recruiting and retaining a diverse team of the highest quality. Our people must be intelligent, creative, knowledgeable and experienced. We strive to build a culture that motivates our people to work, learn and grow.  The Group follows best employment practice and provides employment opportunities to all genders, abilities and nationalities, adhering to current laws and regulations.  The Group encourages employee development and education, and has sponsored training.  Knowledge sharing amongst employees globally, succession and contingency planning have been implemented to avoid severe business disruptions caused by the departure of senior and key members of the business.  Employees receive ongoing compliance training and conduct themselves with high standards of professionalism with colleagues and external parties.  
Engagement with suppliers, customers and others
The Group has had relationships with its suppliers for a considerable period of time. The Group follows best business practice and reviews its existing suppliers on a regular basis.  We have built and will maintain a reputation for transparency and fair dealing in our interaction with suppliers.  The Group does not have external customers. 
Engagement with members of the Group
The Group provides investment management services, including portfolio management, trade execution and investment research services to SFM LLC and the Fund.  Alongside allocating to excellent portfolio managers, great emphasis is placed on ensuring that the degree of exposure to each strategy within the portfolios is consistent with the Group’s investment mandate.  Portfolio managers collaborate amongst teams to discuss global market trends, investment strategies and opportunities regularly to achieve the best result for the Group.  One of the most significant competitive advantages of the Group is its willingness and ability to nimbly shift exposures through active re-allocation of capital.  

Principal risks and uncertainties
 
The primary risks facing the Group are the following:

The Group's revenue is very concentrated and economic difficulties at SFM LLC or the Fund, sourcing from poor investment results or other events, could expose the Group to credit risk.
The Group could be adversely affected by regulatory failures, adverse effect of changes in law and regulations applicable to its business.
The Group operates systems and controls to mitigate any adverse effects across the range of risks it faces. The Group has no significant exposure to price, interest rate or other credit risk.


This report was approved by the board on 8 April 2025 and signed on its behalf by:



Mahendar Kumar Rajani
Director

Page 4

 
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Independent auditor's report to the members of SFM UK Holdings Limited
 For the year ended 31 December 2024

Opinion


We have audited the financial statements of SFM UK Holdings Limited ('the Company') and its subsidiaries ('the Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated and Company statements of financial position, the Consolidated and Company statement of changes in equity,the Consolidated statement of cash flows and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


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


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of 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.
Page 5

 
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Independent auditor's report to the members of SFM UK Holdings Limited (continued)
For the year ended 31 December 2024



Opinion 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have 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 Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Company 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Page 6

 
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Independent auditor's report to the members of SFM UK Holdings Limited (continued)
For the year ended 31 December 2024

Auditor's responsibilities for the audit of the financial statements (continued)
How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, was as follows:

the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing regulated investment advisory firms;
we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with members and other management at the planning stage, and from our knowledge and experience of regulated investment advisory firms;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and
we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group and Company including the Companies Act 2006, The Financial Services and Markets Act 2000, employment legislation and taxation legislation.

We assessed the extent of compliance with the laws and regulations identified above through:
 
making enquiries of management;
inspecting legal expenditure and correspondence throughout the year for any potential litigation or claims; and
considering the internal controls in place that are designed 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:

determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
reviewed journal entries throughout the year to identify unusual transactions;
performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company’s management; and
carried out substantive testing to check the occurrence and cut-off of expenditure.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which
included:

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims.
Page 7

 
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Independent auditor's report to the members of SFM UK Holdings Limited (continued)
For the year ended 31 December 2024

Auditor's responsibilities for the audit of the financial statements (continued)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the
more that compliance with a law or regulation is removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion,
omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


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 2006Our 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.





John Marnham (Senior statutory auditor)
for and on behalf of
Buzzacott LLP
Statutory Auditor
130 Wood Street
London
EC2V 6DL

8 April 2025
Page 8

 
SFM UK Holdings Limited
 


Consolidated statement of comprehensive income
For the year ended 31 December 2024

2024
2023
Note
£
£

  

Turnover
 4 
66,272,931
32,371,335

Gross profit
  
66,272,931
32,371,335

Administrative expenses
  
(63,735,072)
(30,456,703)

Operating profit
 5 
2,537,859
1,914,632

Interest receivable and similar income
  
34,974
-

Profit before taxation
  
2,572,833
1,914,632

Tax on (loss)/profit
 9 
(636,911)
(450,217)

(Loss)/profit for the financial year
  
1,935,922
1,464,415

Profit for the year attributable to:
  

Owners of the parent Company
  
1,935,922
1,464,415

  
1,935,922
1,464,415

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
1,935,922
1,464,415

  
1,935,922
1,464,415

There was no other comprehensive income for 2024 or 2023.

The notes on pages 15 to 28 form part of these financial statements.

Page 9

 
SFM UK Holdings Limited - Registered number:06611623


Consolidated statement of financial position
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 11 
328,343
508,109

  
328,343
508,109

Current assets
  

Debtors: amounts falling due within one year
 13 
58,523,740
22,463,418

Cash at bank and in hand
 14 
1,654,547
1,405,066

  
60,178,287
23,868,484

Creditors: amounts falling due within one year
 15 
(52,330,293)
(18,136,178)

Net current assets
  
 
 
7,847,994
 
 
5,732,306

Total assets less current liabilities
  
8,176,337
6,240,415

Provisions for liabilities
  

Other provisions
 17 
(275,000)
(275,000)

  
 
 
(275,000)
 
 
(275,000)

Net assets
  
7,901,337
5,965,415


Capital and reserves
  

Called up share capital 
 18 
3,870,000
3,870,000

Profit and loss account
 19 
4,001,337
2,065,415

Equity attributable to owners of the parent Company
  
7,871,337
5,935,415

Non-controlling interests
  
30,000
30,000

  
7,901,337
5,965,415


The financial statements were approved and authorised for issue by the board on 8 April 2025 and were signed on its behalf by:




Mahendar Kumar Rajani
Director

The notes on pages 15 to 28 form part of these financial statements.

Page 10

 
SFM UK Holdings Limited - Registered number:06611623


Company statement of financial position
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 12 
4,470,000
4,470,000

  
4,470,000
4,470,000

Current assets
  

Debtors: amounts falling due within one year
 13 
4,606,010
2,013,633

Cash at bank and in hand
 14 
-
488

  
4,606,010
2,014,121

Creditors: amounts falling due within one year
 15 
(1,204,670)
(548,704)

Net current assets
  
 
 
3,401,340
 
 
1,465,417

Total assets less current liabilities
  
7,871,340
5,935,417

  

Net assets
  
7,871,340
5,935,417


Capital and reserves
  

Called up share capital 
 18 
3,870,000
3,870,000

Profit and loss account
 19 
4,001,340
2,065,417

  
7,871,340
5,935,417


The financial statements were approved and authorised for issue by the board on 8 April 2025 and were signed on its behalf by:






Mahendar Kumar Rajani
Director

The notes on pages 15 to 28 form part of these financial statements.

Page 11

 
SFM UK Holdings Limited
 


Consolidated statement of changes in equity
For the year ended 31 December 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£


At 1 January 2023
3,870,000
4,772,736
8,642,736
40,000
8,682,736


Comprehensive income for the year

Profit for the year
-
1,464,415
1,464,415
-
1,464,415

Decrease in non-controlling interests
-
-
-
(10,000)
(10,000)
Total comprehensive income for the year
-
1,464,415
1,464,415
(10,000)
1,454,415


Contributions by and distributions to owners

Dividends: Equity capital
-
(4,171,736)
(4,171,736)
-
(4,171,736)


Total transactions with owners
-
(4,171,736)
(4,171,736)
-
(4,171,736)



At 1 January 2024
3,870,000
2,065,415
5,935,415
30,000
5,965,415


Comprehensive income for the year

Profit for the year
-
1,935,922
1,935,922
-
1,935,922
Total comprehensive income for the year
-
1,935,922
1,935,922
-
1,935,922


Total transactions with owners
-
-
-
-
-


At 31 December 2024
3,870,000
4,001,337
7,871,337
30,000
7,901,337


The notes on pages 15 to 28 form part of these financial statements.

Page 12

 
SFM UK Holdings Limited
 


Company statement of changes in equity
For the year ended 31 December 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
3,870,000
4,772,736
8,642,736


Comprehensive income for the year

Profit for the year
-
1,464,417
1,464,417
Total comprehensive income for the 
year
-
1,464,417
1,464,417


Contributions by and distributions to owners

Dividends: Equity capital
-
(4,171,736)
(4,171,736)


Total transactions with owners
-
(4,171,736)
(4,171,736)



At 1 January 2024
3,870,000
2,065,417
5,935,417


Comprehensive income for the year

Profit for the year
-
1,935,923
1,935,923
Total comprehensive income for the 
year
-
1,935,923
1,935,923


Total transactions with owners
-
-
-


At 31 December 2024
3,870,000
4,001,340
7,871,340


The notes on pages 15 to 28 form part of these financial statements.

Page 13

 
SFM UK Holdings Limited
 


Consolidated statement of cash flows
For the year ended 31 December 2024

2024
2023
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
1,935,922
1,464,415

Adjustments for:

Depreciation of tangible assets
206,880
210,286

Interest received
(34,974)
-

Taxation charge
636,911
450,217

(Increase)/decrease in debtors
(36,070,190)
1,299,940

Increase/(decrease) in creditors
34,073,956
(3,589,909)

Corporation tax (paid)
(506,884)
(341,975)

Net cash generated from operating activities

241,621
(507,026)


Cash flows from investing activities

Purchase of tangible fixed assets
(27,114)
(21,930)

Interest received
34,974
-

Net cash from investing activities

7,860
(21,930)

Cash flows from financing activities

Amounts paid to non-controlling interests
-
(10,000)

Net cash used in financing activities
-
(10,000)

Net increase/(decrease) in cash and cash equivalents
249,481
(538,956)

Cash and cash equivalents at beginning of year
1,405,066
1,944,022

Cash and cash equivalents at the end of year
1,654,547
1,405,066


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,654,547
1,405,066

1,654,547
1,405,066


The notes on pages 15 to 28 form part of these financial statements.

Page 14

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

1.


General information

SFM UK Holdings Limited is a private limited liability company, established in England and Wales. Its registration number is 06611623 and its registered office is 1 New Burlington Place, 1st Floor, London, W1S 2HR.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102"), and the Companies Act 2006. 
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the parent Company and its subsidiary as if they formed a single entity. Intercompany transactions and balances between group entities are therefore eliminated in full.

 
2.3

Revenue

Revenue represents income derived from the Group's principal activity of providing investment management services to SFM LLC and the Fund in accordance with the Investment Management Agreements. 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 15

 
SFM UK Holdings Limited
 

Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

  
2.4
Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
The Group adds the cost of replacement for an item of fixed assets to the carrying amount if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
Leasehold improvements   - Over the lease term
Equipment, fixtures and fittings  - 25% per annum
Computer equipment    - 33.3% per annum
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'other operating income' in the consolidated statement of comprehensive income.

 
2.5

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

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.

Page 16

 
SFM UK Holdings Limited
 

Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.9

Financial instruments

The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting
period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss
is recognised in the income statement.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between
an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original
effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any
impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference
between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation
of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position
when there is an 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.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

 
SFM UK Holdings Limited
 

Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.11

Foreign currency translation

Functional and presentation currency
The Group's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Consolidated statement of comprehensive income within 'other operating income'.

 
2.12

Dividends

Equity dividends are recognised when they become legally payable. 

 
2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
SFM UK Holdings Limited
 

Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
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 Group 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 values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the year end date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
The directors did not consider that there were any significant areas of estimation uncertainty or application of judgement other than the measurement of the provisions.


4.


Analysis of revenue

Revenue represents the amounts derived from the provision of investment management services to SFM LLC and the Fund.

All revenue arose within the United Kingdom.

Page 19

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
25,744
(1,487)

Other operating lease rentals
737,606
734,757


6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2024
2023
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
7,000
7,000

Fees payable to the Company's auditor and its associates in respect of:

The auditing of accounts of associates of the Company
13,250
13,250

Audit-related assurance services
4,000
2,000

Taxation compliance services
5,500
5,500

All non-audit services not included above
70,326
79,970

Page 20

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

7.

Staff costs and average number of employees

Staff costs during the year were as follows:


2024
2023

£
£

Wages and salaries
13,881,649
7,308,294

Social security costs
1,903,498
994,289

Defined contribution pension cost
129,446
200,627

15,914,593
8,503,210


The average monthly number of employees, including the directors, during the year was as follows:


2024
2023

Number
Number

Investment professionals
19
17

Non-investment professionals
6
6

25
23

There were no employees in the parent company.



8.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £1,935,922 (2023 - £1,464,415).
Page 21

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
655,853
477,865

Adjustments in respect of previous periods
-
(20,639)


Total current tax
655,853
457,226

Deferred tax


Origination and reversal of timing differences
(18,942)
(26,892)

Adjustments in respect of prior periods
-
19,883

Total deferred tax
(18,942)
(7,009)


Taxation on profit on ordinary activities
636,911
450,217

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 -lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,572,840
1,914,635


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
643,209
450,333

Effects of:


Expenses not deductible for tax purposes
3,901
26,165

Non-trading interest income
8,743
-

Adjustments to tax charge in respect of prior periods
-
(756)

Timing differences not recognised
(18,942)
(25,300)

Other differences leading to an increase in the tax charge
-
(225)

Total tax charge for the year
636,911
450,217


Factors that may affect future tax charges

Deferred taxes recognised at the reporting date have been measured at the rate expected to be applied being 25%
(2023 - 25%), under UK tapered rates of corporation tax, when each respective deferred tax crystallises.

Page 22

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

10.


Dividends

2024
2023
£
£


Dividends declared
-
4,171,736

-
4,171,736


11.


Tangible fixed assets

Group






Leasehold improvements
Equipment, fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2024
1,480,646
14,241
735,387
2,230,274


Additions
-
20,130
6,984
27,114


Disposals
-
-
(594,673)
(594,673)



At 31 December 2024
1,480,646
34,371
147,698
1,662,715



Depreciation


At 1 January 2024
1,038,760
14,241
669,164
1,722,165


Charge for the year on owned assets
162,538
839
43,503
206,880


Disposals
-
-
(594,673)
(594,673)



At 31 December 2024
1,201,298
15,080
117,994
1,334,372



Net book value



At 31 December 2024
279,348
19,291
29,704
328,343



At 31 December 2023
441,886
-
66,223
508,109

Page 23

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

12.


Fixed asset investments

Company





Investments in subsidiary undertaking

£



Cost or valuation


At 1 January 2024
4,470,000



At 31 December 2024
4,470,000





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

SFM UK Management LLP
1 New Burlington Place, 1st Floor, London, W1S 2HR
Member capital
99.1%


13.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Amounts owed by group undertakings
53,341,127
18,681,589
4,492,879
1,919,918

Other debtors
4,389,792
3,202,621
474
-

Prepayments and accrued income
680,164
485,493
-
-

Deferred taxation
112,657
93,715
112,657
93,715

58,523,740
22,463,418
4,606,010
2,013,633



14.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,654,547
1,405,066
-
488

1,654,547
1,405,066
-
488


Page 24

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

15.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
49,089
49,096
-
-

Amounts owed to group undertakings
-
-
787,879
281,482

Corporation tax
401,091
252,122
401,091
252,122

Other taxation and social security
119,665
100,574
-
-

Other creditors
37,738,255
10,859,434
-
-

Accruals and deferred income
14,022,193
6,874,952
15,700
15,100

52,330,293
18,136,178
1,204,670
548,704



16.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
93,715
86,706


Charged to profit or loss
18,942
7,009



At end of year
112,657
93,715

The deferred tax asset is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
112,657
93,715
112,657
93,715

112,657
93,715
112,657
93,715

Page 25

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

17.


Provisions


Group



Dilapidations provision

£





At 1 January 2024
275,000



At 31 December 2024
275,000


18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



3,870,000 (2023 - 3,870,000) Ordinary shares of £1.00 each
3,870,000
3,870,000



19.


Reserves

Retained earnings - includes all current and prior period retained profits and losses less distributions to shareholders.


20.


Contingent liabilities

Contingent liabilities regarding deferred compensation plans are disclosed in note 21. The contingent liabilities could potentially increase or decrease based on factors including the benchmarked return linked to the compensation scheme.
There were no other contingent liabilities at 31 December 2024 or 31 December 2023.

Page 26

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

 
21.
 

Compensation commitments
 
The Group has adopted compensation arrangements where compensation commitments have been made to certain key members and employees based on a three year vesting schedule. The unvested commitments and vesting periods as at 31 December were as follows:

2024
2023
£
£



2024
-
11,244,912

2025
11,836,426
2,750,853

2026
10,365,916
2,280,894

2027
7,552,428
-

29,754,770
16,276,659
22.

Capital commitments

There were no capital commitments at 31 December 2024 or 31 December 2023.


23.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
772,613
749,200

Later than 1 year and not later than 5 years
547,268
1,276,719

1,319,881
2,025,919
Page 27

 
SFM UK Holdings Limited
 
 

Notes to the financial statements
For the year ended 31 December 2024

24.


Related party transactions

During the year, the Group charged £66,272,931 (2023 - £32,342,240) to SFM LLC and affiliates for investment management services.
During the year, SFM LLC paid £1,650,041 (2023 - £1,582,253) of expenses on behalf of the
Group.
At 31 December 2024, £53,341,127 (2023 - £18,681,589) was payable by SFM LLC to the Group.
SFM LLC is considered to be a related party by virtue of common control.
Key management personnel
All members of the subsidiary LLP are considered to be key management personnel. Total compensation in respect of these individuals for the year ended 31 December 2024 was £40,364,142 (2023 - £15,089,101).


25.


Parent undertaking and ultimate controlling party

The immediate and ultimate parent undertaking is SFM LLC, a Delaware limited liability company. In the opinion of the directors there is no one single ultimate controlling party.
The smallest group of undertakings preparing consolidated accounts including SFM UK Holdings Limited is that headed by SFM UK Holdings Limited. The largest group of undertakings is headed by SFM LLC. The primary business address of SFM LLC is 250 West 55th Street, New York, NY 10019, USA.

Page 28