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Company Information
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Contents
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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
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 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).
The directors who served during the year were:
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.
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Directors' report (continued)
For the year ended 31 December 2024
This report was approved by the board on
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Group strategic report
For the year ended 31 December 2024
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:
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.
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.
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Group strategic report (continued)
For the year ended 31 December 2024
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.
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:
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Independent auditor's report to the members of SFM UK Holdings Limited
For the year ended 31 December 2024
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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
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Independent auditor's report to the members of SFM UK Holdings Limited (continued)
For the year ended 31 December 2024
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.
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.
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:
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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.
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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.
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
Statutory Auditor
130 Wood Street
EC2V 6DL
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Consolidated statement of comprehensive income
For the year ended 31 December 2024
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Consolidated statement of financial position
As at
The financial statements were approved and authorised for issue by the board on 8 April 2025 and were signed on its behalf by:
The notes on pages 15 to 28 form part of these financial statements.
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Company statement of financial position
As at
The financial statements were approved and authorised for issue by the board on
The notes on pages 15 to 28 form part of these financial statements.
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Consolidated statement of changes in equity
For the year ended 31 December 2024
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Company statement of changes in equity
For the year ended 31 December 2024
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Consolidated statement of cash flows
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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
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:
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.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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'.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
Revenue represents the amounts derived from the provision of investment management services to SFM LLC and the Fund.
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
Staff costs during the year were as follows:
The average monthly number of employees, including the directors, during the year was as follows:
There were no employees in the parent company.
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).
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Notes to the financial statements
For the year ended 31 December 2024
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.
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
Retained earnings - includes all current and prior period retained profits and losses less distributions to shareholders.
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.
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Notes to the financial statements
For the year ended 31 December 2024
There were no capital commitments at 31 December 2024 or 31 December 2023.
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Notes to the financial statements
For the year ended 31 December 2024
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.
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