Company No:
Contents
DIRECTORS | Mark James Robertson |
Timothy Nicholas Sharp |
REGISTERED OFFICE | 4 Carlton Gardens |
London | |
SW1Y 5AA | |
England | |
United Kingdom |
COMPANY NUMBER | 07078765 (England and Wales) |
AUDITOR | Dixon Wilson Audit Services LLP |
22 Chancery Lane | |
London | |
WC2A 1LS |
The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial year ended 31 December 2022.
PRINCIPAL ACTIVITIES
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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DIRECTORS' INDEMNITIES
Small companies exemption
This Directors' Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption provided by section 415A of the Companies Act 2006
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Approved by the Board of Directors and signed on its behalf by:
Mark James Robertson
Director |
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that financial period.
In preparing these financial statements, the directors are required to:
* Select suitable accounting policies 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; and
* 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 enable them to ensure that the financial statements comply with the Companies Act 2006. The directors 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.
Report on the audit of the financial statements
We have audited the financial statements of Hottinger Private Office Limited for the financial year ended 31 December 2022, which comprise the Statement of Income and Retained Earnings, the Balance Sheet, the accounting policies, and the related notes, including 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).
In our opinion the financial statements of Hottinger Private Office Limited (the ‘Company’):
* Give a true and fair view of the state of the Company’s affairs as at 31 December 2022 and of its profit for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; 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)). 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 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. 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.
In connection with our audit of the financial statements, 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 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 or a material misstatement of the other information. 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.
Report on other legal and regulatory requirements
Opinions 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 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. 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, or returns adequate for our audit have not been received from branches not visited by us; or
* the 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; or
* the directors were not entitled to take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.
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 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 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 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:
We gained an understanding of the legal and regulatory framework applicable to the company by considering, amongst other things, the industry and sector in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the assessed level of risk, but recognised that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, UK Company Law, UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management, consideration of the firm’s FCA scope of permission. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by management that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’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 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
London
WC2A 1LS
Note | 2022 | 2021 | ||
£ | £ | |||
Turnover | 2 |
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Administrative expenses | (
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Other operating income | 3 |
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Operating loss | (
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Finance costs | (
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Loss before taxation | 4 | (
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Tax on loss | 8 | (
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Loss for the financial year | (
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Retained earnings at the beginning of financial year |
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Loss for the financial year | (
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Retained earnings at the end of financial year |
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There were no items of other comprehensive income or losses for the current or prior year other than those included in the Statement of Income and Retained Earnings, accordingly no Statement of Comprehensive Income is presented.
Note | 2022 | 2021 | ||
£ | £ | |||
Fixed assets | ||||
Investments | 9 |
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4,062,751 | 3,803,946 | |||
Current assets | ||||
Debtors | 10 |
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Cash at bank and in hand |
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1,483,587 | 1,915,199 | |||
Creditors: amounts falling due within one year | 11 | (
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Net current (liabilities)/assets | (329,571) | 350,235 | ||
Total assets less current liabilities | 3,733,180 | 4,154,181 | ||
Net assets | 3,733,180 | 4,154,181 | ||
Capital and reserves | 12 | |||
Called-up share capital |
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Other reserves |
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Profit and loss account |
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Total shareholders' funds | 3,733,180 | 4,154,181 |
The financial statements of Hottinger Private Office Limited (registered number:
Mark James Robertson
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Hottinger Private Office Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 4 Carlton Gardens, London, SW1Y 5AA, England, United Kingdom.
The principal activities are set out in the Directors’ Report.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
Hottinger Private Office Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to financial instruments, presentation of a Cash Flow Statement and remuneration of key management personnel.
Group accounts exemption s400
The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Hottinger Private Office Limited is a wholly owned subsidiary of Hottinger Group Limited and the results of Hottinger Private Office Limited are included in the consolidated financial statements of Hottinger Group Limited.
The current 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 group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Investments in the subsidiary in the company's individual financial statements are measured at cost less impairment.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method
Turnover represents the fair value of services provided to customers during the financial year excluding value added tax.
The company does not supply geographical markets that differ substantially from each other.
An analysis of the Company's turnover is as follows:
2022 | 2021 | ||
£ | £ | ||
Rendering of services |
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2022 | 2021 | ||
£ | £ | ||
Coronavirus Job Retention Scheme |
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Loss before taxation is stated after charging/(crediting):
2022 | 2021 | ||
£ | £ | ||
Government grants |
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Foreign exchange losses |
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An analysis of the auditor's remuneration is as follows:
2022 | 2021 | ||
£ | £ | ||
Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements: | 4,050 | 4,150 | |
Total audit fees |
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Taxation compliance services |
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Other services |
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Total non-audit fees |
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2022 | 2021 | ||
Number | Number | ||
The average monthly number of employees (including directors) was: | |||
Administration and support |
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Operations |
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Senior management |
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Their aggregate remuneration comprised:
2022 | 2021 | ||
£ | £ | ||
Wages and salaries |
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Social security costs |
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178,695 | 152,537 |
2022 | 2021 | ||
£ | £ | ||
Directors' emoluments |
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Company contributions to money purchase pension schemes |
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512,937 | 374,321 |
2022 | 2021 | ||
Number | Number | ||
Members of a money purchase pension scheme |
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Remuneration of the highest paid director
2022 | 2021 | ||
£ | £ | ||
Director's emoluments | 323,770 | 181,687 |
2022 | 2021 | ||
£ | £ | ||
Current tax on loss | |||
UK corporation tax |
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Adjustments in respect of prior years | |||
UK corporation tax |
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Amounts receivable for surrender of losses within group | (
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Total current tax |
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Total tax on loss |
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The tax assessed for the year is higher than (2021: higher than) the standard rate of corporation tax in the UK:
2022 | 2021 | ||
£ | £ | ||
Loss before taxation | (415,034) | (126,022) | |
Tax on loss at standard UK corporation tax rate of 19.00% (2021: 19.00%) | (
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Effects of: | |||
- Expenses not deductible for tax purposes |
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Total tax charge/(credit) for year | 5,967 | (13,792) |
2022 | 2021 | ||
£ | £ | ||
Subsidiary undertakings |
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Investments in subsidiaries
2022 | |
£ | |
Cost | |
At 01 January 2022 |
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Additions |
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At 31 December 2022 |
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Carrying value at 31 December 2022 |
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Carrying value at 31 December 2021 |
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The company's subsidiary is Hottinger & Co. Limited, which has its registered office at 4 Carlton Gardens, London, SW1Y 5AA. The company holds 97.5% (2021 - 92.5%) of the nominal value of Ordinary shares.
2022 | 2021 | ||
£ | £ | ||
Trade debtors |
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Amounts owed by Group undertakings (note 13) |
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Amounts owed by related parties (note 13) |
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VAT recoverable |
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Corporation tax |
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Accrued income |
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2022 | 2021 | ||
£ | £ | ||
Trade creditors |
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Amounts owed to Group undertakings (note 13) |
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Amounts owed to related parties (note 13) |
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Corporation tax |
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Payroll taxes payable |
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Accruals |
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Other creditors |
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Amounts owed to Group undertakings are repayable on demand and do not bear interest.
2022 | 2021 | ||
£ | £ | ||
Allotted, called-up and fully-paid | |||
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Presented as follows: | |||
Called-up share capital presented as equity | 1,000 | 1,000 |
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
Other reserves
Other capital contributions are amounts provided to the company by its parent entity without a formal issue of shares but where the company has no obligation to make repayment. The amounts were contributed to enable the company to purchase the subsidiary.
Transactions with group companies
Amounts owed by Group undertakings
2022 | 2021 | ||
£ | £ | ||
Fellow subsidiaries - net of bad debt provision of £443,207 (2021 - £nil) | 994,998 | 1,302,417 | |
Subsidiaries of the company | 329,805 | 0 | |
Parent companies | 0 | 84,508 | |
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Amounts owed to Group undertakings
2022 | 2021 | ||
£ | £ | ||
Fellow subsidiaries | 670,660 | 552,348 | |
Subsidiaries of the company | 0 | 777,171 | |
Parent companies | 1,115,193 | 0 | |
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Various staff costs, office costs and overheads are shared between group companies. During the period the new parent entity provided finance to purchase additional shares in the company's subsidiary, and to provide onward finance to the subsidiary to purchase business relationships. The net costs recharged within the group in the year came to £48,862.
Transactions with related parties or connected persons
Amounts owed by related parties
2022 | 2021 | ||
£ | £ | ||
Amounts owed by ultimate shareholders |
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Amounts owed to related parties
2022 | 2021 | ||
£ | £ | ||
Amounts owed to ultimate shareholders |
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The balance owed to one of the ultimate shareholders was interest free and repayable on demand. The balance was settled during the year.
Parent Company:
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4 Carlton Gardens, London, England, SW1Y 5AA |
In late 2021, a group restructure and buy in was agreed, contingent on approval by the Financial Conduct Authority. Approval was granted and the restructuring completed on 31 May 2022, with the parent company changing from ArchCo Limited, incorporated in Malta, to Hottinger Group Limited, incorporated in England & Wales.