Registered number:
00748594
PETRUVIUS LIMITED
UNAUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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PETRUVIUS LIMITED
COMPANY INFORMATION
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Petter Halfdan Rudolf Fredrik Olsen
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Sofie Henriette Kvaal Olsen
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Vistra Company Secretaries Limited
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3rd Floor 11-12 St. James's Square
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PETRUVIUS LIMITED
CONTENTS
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Statement of Income and Retained Earnings
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Statement of Changes in Equity
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Notes to the Financial Statements
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PETRUVIUS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The Directors present their report and the financial statements for the year ended 31 December 2021.
Directors' responsibilities statement
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The Directors are responsible for preparing the Directors' Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year
. Under that law the Directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
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select suitable accounting policies for the Company's financial statements and then apply them consistently;
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make judgments and accounting estimates that are reasonable and prudent;
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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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Petter Halfdan Rudolf Fredrik Olsen
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Sofie Henriette Kvaal Olsen
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Small companies' exemption
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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 and signed on its behalf.
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PETRUVIUS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Gain from changes in fair value of investment property
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Interest receivable and similar income
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Interest payable and similar expenses
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Retained earnings at the beginning of the year
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Retained earnings at the end of the year
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There were no recognised gains and losses for 2021 or 2020 other than those included in the statement of income and retained earnings.
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The notes on pages 7 to 12 form part of these financial statements.
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PETRUVIUS LIMITED
REGISTERED NUMBER:
00748594
BALANCE SHEET
AS AT
31 DECEMBER 2021
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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PETRUVIUS LIMITED
REGISTERED NUMBER:
00748594
BALANCE SHEET
(CONTINUED)
AS AT
31 DECEMBER 2021
The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The
financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
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The notes on pages 7 to 12 form part of these financial statements.
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PETRUVIUS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2021
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 7 to 12 form part of these financial statements.
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PETRUVIUS LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2021
The notes on pages 7 to 12 form part of these financial statements.
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PETRUVIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Pertruvius Limited is a private limited company, limited by shares, incorporated in England and Wales. The address of the registered office is Suite 1, 3rd Floor 11-12 St. James's Square, London, United Kingdom, SW1Y 4LB.
The principal activity of the company is that of a holding company.
2.
Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared in accordance with the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (“FRS 102”), the Financial Reporting Standard applicable in the UK and the Republic of Ireland.
On transition to FRS 102 the Company took advantage of the exemption provided to small companies under FRS 102 paragraph 35.10 not to restate comparative information regarding financing transactions involving related parties.
The following principal accounting policies have been applied:
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Cash and cash equivalents
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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.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
(i) Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the balance sheet when, and only when, there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Debt instruments which meet the conditions of being 'basic' financial instruments are subsequently measured at amortised cost using the effective interest method.
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PETRUVIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
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Financial instruments (continued)
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Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
(ii) Investments
Investments in non-puttable ordinary shares (where shares are publicly traded or their fair values are reliably measurable) are measured at fair value through profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment.
Investments in subsidiaries and associates are measured at cost less impairment.
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset may be impaired. If there is such an indication the recoverable amount of the asset is compared to the carrying amount of the asset.
The recoverable amount of the asset is the higher parameter of the fair value less costs to sell and value in use. Value in use is defined as the present value of future cash flows of the assets continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.
If the recoverable amount of the asset is estimated to be lower than the carrying amount the carrying amount is reduced to its recoverable amount. An impairment loss is recognise in the Statement of Income and Retained Earnings.
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Foreign currency translation
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Functional and presentation currency
The Company'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.
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PETRUVIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Dividend income is recognised when the right to receive payment is established.
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 balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
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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; and
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Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 balance sheet date.
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The average monthly number of employees, including directors, during the year was
3
(2020 -
3
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PETRUVIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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During the year depreciation of £262 (2019: £109) was charged to the Profit & Loss account.
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In 2020 Petruvius Ltd made a partial sale of its investment in Tanager Group BV reducing its shareholding to less than 5%.
As part of this transactions the majority of promissory notes provided to Tanager Group BV previous year and during 2020 were repaid. Included in debtors is the remaining loan note for USD 625,000 (£463,000) (2020: USD 625,000 (£458,000)) that matures in November 2025.
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PETRUVIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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The following was a subsidiary undertaking of the Company:
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Suite 1,
3rd Floor
11-12 St. James's Square
London
United Kingdom
SW1Y 4LB
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Due after more than one year
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Amounts owed by group undertakings
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The Company has tax losses of £7,038,003 (2020: £7,038,003) available for carry forward, and a potential deferred tax asset on these losses of £16,728 (2020: £93,790), which has not been recognised.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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PETRUVIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
8.
Share capital (continued)
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Allotted, called up and fully paid
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10,000,000
(2020 -
10,000,000
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Ordinary
shares of £
1.00
each
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Retained earnings
This reserve relates to cumulative retained earnings less amounts distributed to shareholders.
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Related party transactions
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As at 31 December 2021 Firmament AS is the ultimate holding company and Bideford Marine (“Bideford”) is a wholly owned subsidiary.
At 31 December 2021 £nil was due from Firmament AS (2020: £nil) and £9,156,000 was due to Firmament AS (2020: £9,937,000). This balance is repayable on demand and does not bear interest (2018: bore no interest).
At 31 December 2021 £32,000 was due from Bideford (2020: £28,000).
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The ultimate holding company is Firmament AS which is incorporated in Norway. The Ultimate controlling party is Petter Olsen.
The smallest and largest group in which these financial statements are consolidated is Firmament AS which is registered in Norway. A copy of their annual financial statements can be obtained from Firmament AS, Karl Johans Gate 18C, N-0159, Olso, Norway.
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