ACCOUNTS - Final Accounts
ACCOUNTS - Final Accounts
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Registered number: 08981191
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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ROVIDA ADVISORS (UK) LIMITED
Company Information
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ROVIDA ADVISORS (UK) LIMITED
Contents
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ROVIDA ADVISORS (UK) LIMITED
Directors' report
For the Year Ended 31 December 2020
The directors present their report and the financial statements for the year ended 31 December 2020.
The profit for the year, after taxation, amounted to £56,623 (2019 - £28,442).
The directors who served during the year were:
The directors are responsible for preparing the Strategic report, 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:
∙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.
Disclosures of strategic importance that would usually be contained in the Directors' Report are presented in the Strategic Report.
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ROVIDA ADVISORS (UK) LIMITED
Directors' report (continued)
For the Year Ended 31 December 2020
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
The auditor, Sayers Butterworth LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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ROVIDA ADVISORS (UK) LIMITED
Strategic report
For the Year Ended 31 December 2020
The directors submit their Strategic report for the year ended 31 December 2020.
Rovida Advisors (UK) Limited is authorised and regulated by The Financial Conduct Authority (FCA). The category of membership of the FCA states that Rovida Advisors (UK) Limited is authorised to carry on business as an exempt CAD BIPRU €50,000 MiFID investment firm, but it is not allowed to hold or deal in client money. The directors confirm that at no time during the above year has the firm held or dealt with client money and at all times during the year the firm has complied with the FCA minimum capital resources requirement.
The company continues to provide investment advisory services to its immediate parent company. The company continues to have sufficient reserves to fund its operations and satisfy solvency requirements and the Financial Conduct Authority.
The key risk for the company is that the investment advisory services provided to the immediate parent company are no longer required and the investment management agreement in place is brought to an end. This risk is considered to be low for the foreseeable future.
The performance of the group is monitored on a quarterly basis. The key performance indicators used by the company are as follows:
The main financial risks inherent from the company's operations are credit risk, cash flow risk and liquidity risk. The directors monitor banking facilities and cash flows on a quarterly basis to ensure adequate working capital facilities are in place. In addition, the company undertakes an annual compliance review.
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ROVIDA ADVISORS (UK) LIMITED
Strategic report (continued)
For the Year Ended 31 December 2020
Interests of members of the company
The Company is a private company and a wholly owned subsidiary of Rovida Advisors Inc. The Board consists of two members, both of whom are responsible for the day-to-day operations of the Company and the periodic reporting to the company’s holding company. The company only has one employee. In common with many private companies the interests of the Board and the shareholders are aligned in that the Company should create value by generating strong and sustainable results. The Company is regulated by the Financial Conduct Authority (“FCA”) and is required to report periodically to the FCA as part of its regulated activities. The Company is required to maintain a minimum capital requirement, which is monitored by the FCA. Board decisions during the year During the year, the company and its holding company monitored and reviewed the terms of its Investment Advisory Agreement and any amounts payable under the terms of that Agreement. The interests of employees All necessary training and support is provided to the employee to ensure the company’s ongoing success. The interests of our customers and suppliers The company has one customer, its holdings company. We pay all our suppliers promptly and within the terms agreed. During the year we paid all suppliers’ invoices within 30 days of receipt of the invoice. The impact of the Company’s operations on the community and the environment As a small private limited company our business has a minimum impact on both the community and the environment. Maintaining a reputation for high standards of business conduct As part of the requirements as a FCA regulated entity we are required to maintain high standards of business conduct. We maintain standards manuals, which are constantly reviewed and amended where necessary to ensure that the company's high service standards are maintained, including a code of ethical conduct. In addition to this we comply with statutory regulations covering Health and Safety, Employment Rights, Equality, Data Protections and Pensions.
This report was approved by the board on 21 April 2021 and signed on its behalf.
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ROVIDA ADVISORS (UK) LIMITED
Independent auditor's report to the members of Rovida Advisors (UK) Limited
We have audited the financial statements of Rovida Advisors (UK) Limited (the 'Company') for the year ended 31 December 2020, which comprise the Profit and loss account, the Balance sheet, the Statement of cash flows, 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).
In our opinion the financial statements:
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 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.
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
∙the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
∙the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon. 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 there is a material
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ROVIDA ADVISORS (UK) LIMITED
Independent auditor's report to the members of Rovida Advisors (UK) Limited (continued)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
As explained more fully in the Directors' responsibilities statement on page 1, 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.
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ROVIDA ADVISORS (UK) LIMITED
Independent auditor's report to the members of Rovida Advisors (UK) Limited (continued)
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:
Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcome of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity: · Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax legislation, and distributable profits legislations. · Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the company and therefore may have a material effect on the finanical statements include compliance with the requirements of the Financial Conduct Authority. These matters were discussed amongst the engagement team at the planning stage and the team remained alert to non-compliance throughout the audit. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of company meeting minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. A limited assurance report on client assets has been conducted for the year ended 31 December 2020 and an unmodified opinion was formed by the Independent Auditor to the Financial Conduct Authority. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
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.
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ROVIDA ADVISORS (UK) LIMITED
Independent auditor's report to the members of Rovida Advisors (UK) Limited (continued)
This report is made solely to the Company's members 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 for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditor
3rd Floor
12 Gough Square
EC4A 3DW
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ROVIDA ADVISORS (UK) LIMITED
Profit and loss account
For the Year Ended 31 December 2020
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ROVIDA ADVISORS (UK) LIMITED
Registered number: 08981191
Balance sheet
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 14 to 20 form part of these financial statements.
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ROVIDA ADVISORS (UK) LIMITED
Statement of changes in equity
For the Year Ended 31 December 2020
Statement of changes in equity
For the Year Ended 31 December 2019
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ROVIDA ADVISORS (UK) LIMITED
Statement of cash flows
For the Year Ended 31 December 2020
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ROVIDA ADVISORS (UK) LIMITED
Analysis of Net Debt
For the Year Ended 31 December 2020
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Year Ended 31 December 2020
Rovida Advisors (UK) Limited is a private limited company, incorporated in England and Wales, registration number 08981191. The Company's registered office is The Belvedere, 2 Back Lane, Hampstead, London, NW3 1HL.
The principal activity of the company during the year was the provision of investment advisory services. Rovida Advisors (UK) Limited is authorised and regulated by The Financial Conduct Authority (FCA). The category of membership of the FCA states that Rovida Advisors (UK) Limited is authorised to carry on business as an exempt CAD BIPRU €50,000 MiFID investment firm, but it is not allowed to hold or deal in client money. The directors confirm that at no time during the above year has the firm held or dealt with client money and at all times during the year the firm has complied with the FCA minimum capital resources requirement.
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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company meets its day-to-day working capital requirements through its retained earnings and cash balances. The directors have a reasonable expectation that the company has adequate resources to continue in operation existence for the foreseeable future. On this basis, the company continues to adopt the going concern basis in preparing its financial statements.
Turnover comprises of fees received or receivable in respect of investment advisory services provided during the year and performance fees and is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding value added tax.
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Year Ended 31 December 2020
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
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.
Short term debtors are measured at transaction price, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions.
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 Profit and loss account.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet 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.
Short term creditors are measured at the transaction price.
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Year Ended 31 December 2020
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. In the opinion of the directors, there are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Analysis of turnover by country of destination:
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Year Ended 31 December 2020
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Year Ended 31 December 2020
8.Taxation (continued)
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Year Ended 31 December 2020
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Year Ended 31 December 2020
The immediate parent undertaking is Rovida Advisors Inc, a company incorporated in the USA. The ultimate parent undertaking is the Zambezi Trust, a Trust domiciled in the Cayman Islands.
In the opinion of the directors, the ultimate controlling party is S N Roditi.
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