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Company registration number:
for the year ended
Coveney Nicholls Partnership LLP
Chartered Accountants & Statutory Auditor
The Old Wheel House
31/37 Church Street
Reigate
Surrey
UK
RH2 0AD
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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 financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors who served during the year were:
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Directors' report (continued)
for the year ended 31 December 2024
The auditors, Coveney Nicholls Partnership LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on
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Independent auditors' report to the members of Zedra Private Office (UK) Ltd
We have audited the financial statements of Zedra Private Office (UK) Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 Auditors' 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 auditors' report to the members of Zedra Private Office (UK) Ltd (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 Auditors' 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 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 auditors' report to the members of Zedra Private Office (UK) Ltd (continued)
We considered the nature of the Company's industry and its control environment, and reviewed the Company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
Capability of the audit detecting irregularities, including fraud:
Based on our understanding of the company and the legal and regulatory frameworks in which it operates, and identifies the key laws and regulations that:
∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and
∙do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty.
We communicated identified law and regulation throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentive and opportunities for fraudulent manipulation of the Financial Statements, including the risk of override of control(s), and determined that the principal risks were related to posting inappropriate journal entries, accelerated revenue recognition and management bias in accounting estimates. Audit procedures performed by the engagement team included:
∙Discussions with management, and obtaining written representations, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
∙Evaluation of management's controls designed to prevent and detect irregularities;
∙Tests of detail on revenue recognition and occurrence, particularly around the year end;
∙Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the recognition of unbilled staff time as accrued income; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
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 Auditors' report.
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Independent auditors' report to the members of Zedra Private Office (UK) Ltd (continued)
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 Auditors' 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
Chartered Accountants & statutory auditor
The Old Wheel House
31/37 Church Street
Reigate
RH2 0AD
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Statement of comprehensive income
for the year ended 31 December 2024
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Statement of financial position
as at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 10 to 22 form part of these financial statements.
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Statement of changes in equity
for the year ended 31 December 2024
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Notes to the financial statements
for the year ended 31 December 2024
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Birchin Court 5th Floor, 19-25 Birchin Lane, London, United Kingdom, EC3V 9DU.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The financial statements have been prepared using the going concern basis of accounting.
As at 31 December 2024 the company was in a net assets position of £253,233 (2023: net assets £684,847) and for the year ended 31 December 2024 the company made a loss after tax of £214,362 (2023: profit after tax £289,999). Although the company made an operating loss of 311,568 for the year ended 31 December 2024 management expectations are that going forward the company will be in a breakeven position. A letter of support has been provided by Zedra Holdings SA Luxembourg, the parent company of the immediate parent Zedra Malta Limited if required to support the company for a period of not less than twelve months from the date of approval of these financial statements. After considering the above, and making appropriate enquiries, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence over a period of at least twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.
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Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Invoicing is completed monthly in arrears, with any resulting accrued income included in debtors at the year end. To the extent billable staff time remains uninvoiced it is recognised as revenue and included in accrued income to the extent it is considered to be recoverable. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
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Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the group's estimate of the shares that will eventually vest, which involves making assumptions about the number of leavers over the vesting period. The vesting period is determined by the period of time the employees must remain in the Group's employment before the rights to the shares transfer unconditionally to them. Cash settled share-based payments are measured at fair value at the balance sheet date. The group recognises a liability based on the estimate of options that will vest and the expected vesting date. Further information on the cash settled share-based payments in the period are detailed in note 15 of these financial statements.
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Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or 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 in profit or loss.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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Notes to the financial statements
for the year ended 31 December 2024
3.Judgments in applying accounting policies (continued)
Significant judgements Share based payments The company's employees were previously granted share options by the former ultimate parent company, AlTi Asset Management Holdings 2 Limited (formerly: Alvarium Investments Limited). The company makes use of the exemption in Section 26 of FRS 102 to account for the expense based on a reasonable allocation of the parent company's total expense. The company has calculated its allocation of the parent company's total expense based on the number of participating employees in the company compared to the number of of of participating employees in the group . As the company recognises the expense, a corresponding amount is recognised in the profit and loss reserve. See note 15 for further details. Deferred tax asset recognition The Company has material carried forward tax losses. There is significant estimation uncertainty surrounding the timing of which these losses may be utilised in the future. Management reviews forecasts in estimating whether sufficient taxable profits are likely to arise to warrant recognition of an asset in respect of such losses. The Company's policy is only to consider forecasts which have been finalised and approved as at the period end, which in this case are for the year ended 31 December 2027. These do not indicate that these losses will be utilised and hence no deferred tax asset has been recognised at the period end in respect of losses of £804,018. These losses have a tax value of £201,005 at the current rate of UK corporation tax. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Recoverability of accrued income and unbilled time The company's revenue consists of two main distinct revenue streams. The first relates to recurring engagements for which fixed fees are agreed in advance with clients and invoiced at certain intervals, normally monthly or annually in arrears. The second relates to revenue billed on a time incurred basis. Professional staff will record time incurred on client engagements and this will be invoiced to clients in arrears of the work taking place. While the intention is to invoice such time on a monthly basis, there is no fixed policy and on occasion such unbilled time will be for periods significantly longer than 1 month. Management review such unbilled time at each period end and make an assessment of the recoverable amount in consultation with the client service managers. This amount is then recorded as accrued income in the financial statements. At 31 December 2024 such accrued income amounted to £77,190 (2023: £197,742), roughly equivalent to 52 days (2023: 95 days) of annual time based revenue. It is possible that the amount eventually invoiced to such clients may materially differ from the estimate recorded at any point in time. Also at 31 December 2024, accrued income of £68,769 (2023: £72,078) relating to unbilled fixed fees has been recognised, roughly equivalent to 73 days (2023: 74 days) of annual fixed fee revenue.
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Notes to the financial statements
for the year ended 31 December 2024
3.Judgments in applying accounting policies (continued)
Given the nature of the company's business, at any point in time the company has a material trade debtor balance outstanding. The ageing can typically be longer than standard credit terms but management assess each client on a case by case basis in determining whether such balances are materially recoverable at each period end or whether a doubtful debt provision is required. The gross carrying value of trade debtors at that date is £149,224 (2023: £303,248), equivalent to 77 days (2023: 99 days) of annual revenue. Management have assessed that a bad debt provision of £66,891 (2023: £78,141) is required and therefore the net carrying value of trade debtors at the period end is £82,333 (2023: £225,108).
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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
13.Deferred taxation (continued)
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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
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £
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Notes to the financial statements
for the year ended 31 December 2024
During the year the directors entered into the following advances and credits with the company:
The immediate parent undertaking is Zedra Malta Limited which is incorporated in Malta and has its registered office at: Pyketree Business Centre Suite 3, Industry Street, Zone 5 Central Business District Santa Venera CBD 5030, Malta. Prior to acquisition, the immediate parent undertaking was AlTi Wealth Management Holdings LLC, whose registered office is 200 Bellevue Parkway, Suite 525, Wilmington, DE 19809.
The ultimate parent company and controlling party is The largest and smallest parent company preparing group financial statements is Zedra Holdings SA (Luxembourg). Publicly available consolidated statements are available from Zedra Holdings SA (Luxembourg) at its registered office: 11 Avenue de la Porte-Neave, 2227 Luxembourg and at https://www.lbr.lu. Prior to acquisition the financial statements for the company for the year ending 31 December 2023 were included in the consolidated financial statements of AlTi Global, Inc,, whose registered office is 520 Madison Avenue, 26th Floor New York, NY 10022, United States of America. Copies of these group financial statements are available to the public at https://www.alti-global .com.
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