Phanar Asset Management (Uk) Limited - Limited company accounts 23.1

REGISTERED NUMBER: 08902743 (England and Wales)

Report of the Director and

Financial Statements

for the Year Ended 31 March 2023

for

Phanar Asset Management (Uk) Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTOR:

O Jonson

SECRETARY:

Gradient Advisory Corporate Services Ltd

REGISTERED OFFICE:

1-2 Charterhouse Mews

London

EC1M 6BB

REGISTERED NUMBER:

08902743 (England and Wales)

AUDITORS:

Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

BANKERS:

Barclays

1 Churchill Place

London

E14 5HP

The director presents his report with the financial statements of the company for the year ended 31 March 2023.

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of fund management activities.

DIRECTOR

O Jonson held office during the whole of the period from 1 April 2022 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Anstey Bond LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

O Jonson - Director

24 October 2023

Opinion

We have audited the financial statements of Phanar Asset Management (Uk) Limited (the 'company') for the year ended 31 March 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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:

-	give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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)) 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors 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 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.

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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

.

the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

.

results of our enquiries of management about their own identification and assessment of the risks of irregularities;

.

any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

.

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

.

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

.

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

.

the matters discussed among the audit engagement team and involving relevant internal specialists, including tax and IT specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue deferrals. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

In addition, we considered provisions of other laws and regulations that 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.

Audit response to the risks identified

Our procedures to respond to risks identified included the following:

.

reviewing the financial statement disclosures and verifying through obtaining supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

.

enquiring of management and external legal counsel concerning actual and potential litigation and claims;

.

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

.

reading minutes of meetings of those charged with governance, and reviewing regulatory correspondence

.

obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

.

obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

.

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and significant component audit teams, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Colin Ellis FCCA CF (Senior Statutory Auditor)

for and on behalf of Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

24 October 2023

TURNOVER

3

104,469

648,186

Cost of sales

(42,832

)

(350,382

)

GROSS PROFIT

61,637

297,804

Administrative expenses

(127,646

)

(267,804

)

(66,009

)

30,000

Other operating income

13,953

2,901

OPERATING (LOSS)/PROFIT and

(LOSS)/PROFIT BEFORE TAXATION

(52,056

)

32,901

Tax on (loss)/profit

6

8,398

(8,514

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(43,658

)

24,387

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(43,658

)

24,387

CURRENT ASSETS

Debtors

9

43,272

130,679

Cash at bank

95,114

217,271

138,386

347,950

CREDITORS

Amounts falling due within one year

10

(73,405

)

(195,884

)

NET CURRENT ASSETS

64,981

152,066

TOTAL ASSETS LESS CURRENT LIABILITIES

64,981

152,066

CAPITAL AND RESERVES

Called up share capital

12

71,668

71,668

Other reserves

13

20,000

20,000

Retained earnings

13

(26,687

)

60,398

SHAREHOLDERS' FUNDS

64,981

152,066

The financial statements were approved by the director and authorised for issue on 24 October 2023 and were signed by:

O Jonson - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 March 2021

71,668

102,470

20,000

194,138

Changes in equity

Dividends

-

(66,459

)

-

(66,459

)

Total comprehensive income

-

24,387

-

24,387

Balance at 31 March 2022

71,668

60,398

20,000

152,066

Changes in equity

Dividends

-

(43,427

)

-

(43,427

)

Total comprehensive income

-

(43,658

)

-

(43,658

)

Balance at 31 March 2023

71,668

(26,687

)

20,000

64,981

Cash flows from operating activities

Cash generated from operations

1

(78,730

)

(14,120

)

Tax paid

-

(27,715

)

Net cash from operating activities

(78,730

)

(41,835

)

Cash flows from financing activities

Equity dividends paid

(43,427

)

(66,459

)

Net cash from financing activities

(43,427

)

(66,459

)

Decrease in cash and cash equivalents

(122,157

)

(108,294

)

Cash and cash equivalents at beginning of year

2

217,271

325,565

Cash and cash equivalents at end of year

2

95,114

217,271

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

£

£

(Loss)/profit before taxation

(52,056

)

32,901

Depreciation charges

-

912

(52,056

)

33,813

Decrease/(increase) in trade and other debtors

87,407

(19,825

)

Decrease in trade and other creditors

(114,081

)

(28,108

)

Cash generated from operations

(78,730

)

(14,120

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2023

31.3.23

1.4.22

£

£

Cash and cash equivalents

95,114

217,271

Period ended 31 March 2022

31.3.22

1.3.21

£

£

Cash and cash equivalents

217,271

325,565

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.22

Cash flow

At 31.3.23

£

£

£

Net cash

Cash at bank

217,271

(122,157

)

95,114

217,271

(122,157

)

95,114

Total

217,271

(122,157

)

95,114

1.	STATUTORY INFORMATION

Phanar Asset Management (Uk) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Significant judgements and estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and reported amounts of revenue and operating costs during the reporting period. The company does not have any estimates which could have significant effect on the financial statements.

Going concern

The shareholder has expressed his willingness to continue to provide financial support for the next 12 month as from the date of approval of the financial statements in order for the company to meet its current liabilities. The director therefore continues to adopt the going concern basis of accounting.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue Recognition

Fund management and performance revenues are recognised when the service is rendered. Outstanding fund and management revenues is reflected on the balance sheet as debtors.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment - 33% on cost

Tangible fixed assets are stated at cost less depreciation.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Trade and other debtors

Trade and other debtors are initially recognised at the transaction price and thereafter stated at amortised cost using effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the debtors are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which cases they are stated at cost. The company does not have long term creditors.

Cash and cash equivalents

Cash and cash equivalents are included in the balance sheet at cost. Cash and cash equivalents are comprised of cash within the bank, cash within hand and short term deposits with a maturity of three months or less.

3.

TURNOVER

The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

£

£

Investment management service

104,469

648,186

104,469

648,186

An analysis of turnover by geographical market is given below:

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

£

£

Europe

104,469

648,186

104,469

648,186

4.	EMPLOYEES AND DIRECTORS

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

£

£

Wages and salaries

-

60,000

Social security costs

-

2,882

Other pension costs

-

440

-

63,322

The average number of employees during the year was as follows:

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

Director

1

1

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

£

£

Director's remuneration

-

-

5.	OPERATING (LOSS)/PROFIT

The operating loss (2022 - operating profit) is stated after charging/(crediting):

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

£

£

Depreciation - owned assets

-

912

Auditors' remuneration

4,800

4,800

Foreign exchange differences

(13,953

)

(2,901

)

6.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

£

£

Current tax:

UK corporation tax

(8,398

)

8,514

Tax on (loss)/profit

(8,398

)

8,514

7.

DIVIDENDS

Period

1.3.21

Year Ended

to

31.3.23

31.3.22

£

£

Ordinary shares of £1 each

Final

43,427

66,459

8.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 April 2022

and 31 March 2023

4,577

DEPRECIATION

At 1 April 2022

and 31 March 2023

4,577

NET BOOK VALUE

At 31 March 2023

-

At 31 March 2022

-

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.23

31.3.22

£

£

Amounts owed by group undertakings

13,381

-

Other debtors

2,000

2,000

Prepayments and accrued income

27,891

128,679

43,272

130,679

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.23

31.3.22

£

£

Trade creditors

51,603

19,320

Tax

-

8,398

Accrued expenses

21,802

168,166

73,405

195,884

11.	LEASING AGREEMENTS

As at 31 March 2022 the company had annual commitments under non-cancellable operating leases as follows:

2023

2022

£

£

Expiry date:

Within 1 year

25,920

25,920

Between 1 and 5 years

-

-

Over 5 years

-

-

25,920

25,920

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.23

31.3.22

value:

£

£

71,668

Ordinary

£1

71,668

71,668

13.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 April 2022

60,398

20,000

80,398

Deficit for the year

(43,658

)

(43,658

)

Dividends

(43,427

)

(43,427

)

At 31 March 2023

(26,687

)

20,000

(6,687

)

14.	RELATED PARTY DISCLOSURES

During the period the company has entered into transactions with the Phanar Asset Management AG, Switzerland, a related party due to the common control of the Director and Shareholder O Jonson and has been recharged £48,480 (2022: £124,982) for purchases of consultancy and sales commission fees. As at the balance sheet date held within debtors, is the amount of £13,381 (2022: -£92,394) owed from Phanar Asset Management AG, Switzerland.

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is O Jonson.

16.	FCA RISK DISCLOSURE

As required by The Financial Conduct Authority Handbook (BIRPU 11), the Pillar 3 risk disclosures are available on the company's website at https://www.phanar.com