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Registered number: 12962203
HOBART ACTIVUM JVCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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HOBART ACTIVUM JVCO LIMITED
COMPANY INFORMATION
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J M Walker (appointed 12 December 2022)
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B J Betel (resigned 12 December 2022)
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Chartered Accountant & Statutory Auditor
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HOBART ACTIVUM JVCO LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Profit and Loss
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Statement of Changes in Equity
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Notes to the Financial Statements
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HOBART ACTIVUM JVCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the year ended 31 December 2022. The comparative figures are for the period from incorporation on 20 October 2020 to 31 December 2021.
The principal activity of the company is that of a holding company.
The directors who served during the year were:
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J M Walker (appointed 12 December 2022)
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B J Betel (resigned 12 December 2022)
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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 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 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;
∙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 loss for the year, after taxation, amounted to £47,939 (2021 - profit £1,461,789).
During the year, dividends of £161,220 were declared on the Class B shares. This represents £5,374 per share.
Following the year ended 31 December 2022, the Directors have declared Class A dividends of £3,617,989 and Class B dividends of £270,000. This represents £3,391 and £8,182 per share respectively.
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HOBART ACTIVUM JVCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors confirm that:
∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware, and
∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor, Grant Thornton UK LLP, will be automatically deemed reappointed under section 487 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
J C R de Lusignan
Director
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HOBART ACTIVUM JVCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOBART ACTIVUM JVCO LIMITED
We have audited the financial statements of Hobart Activum JVCO Limited (the 'company') for the year ended 31 December 2022, which comprise the Statement of Profit and Loss, the Balance Sheet, Statement of Changes in Equity and 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 December 2022 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.
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 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.
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HOBART ACTIVUM JVCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOBART ACTIVUM JVCO LIMITED (CONTINUED)
Conclusions relating to going concern
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We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company’s business model including effects arising from macro-economic uncertainties such as high inflation rates, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company’s financial resources or ability to continue operations over the going concern period.
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.
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.
The responsibilities of the directors with respect to going concern are described in the ‘Responsibilities of directors for the financial statements’ section of this report.
The directors are responsible for the other information. The other information comprises the information included in the annual report and financial statements, 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 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.
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HOBART ACTIVUM JVCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOBART ACTIVUM JVCO LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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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.
Matter on which we are required to report under the Companies Act 2006
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.
Matters on which we are required to report by exception
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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 prepare the financial statements in accordance with the small companies
regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.
Responsibilities of directors
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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.
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HOBART ACTIVUM JVCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOBART ACTIVUM JVCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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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.
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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HOBART ACTIVUM JVCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOBART ACTIVUM JVCO LIMITED (CONTINUED)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and industry in which it operates through our general commercial and sector experience and discussions with management. We determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting framework, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and the Companies Act 2006.
∙We assessed the susceptibility of entity’s financial statements to material misstatement, including how
fraud might occur, by making enquires of management. Audit procedures performed by the engagement
team included:
∙Identifying and evaluating the design effectiveness of controls that management has in place to prevent and detect fraud;
∙challenging assumptions and judgements made by management in its significant accounting estimates; and
∙identifying and testing journals, with a focus on material manual journals and those considered by the engagement team to carry a higher risk of fraud.
∙We enquired of management whether they were aware of any instances of non-compliance with laws and
regulations or whether they had any knowledge of actual, suspected or alleged fraud.
∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.
∙The assessment of the appropriateness of the collective competence and capabilities of the engagement
team included consideration of the engagement team’s:
∙understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;
∙knowledge of the industry in which the client operates; and
∙understanding of the requirements of FRS 102 in conformity with the requirements of the Companies Act 2006 and the application of the legal and regulatory requirements to the company.
∙Team communications in respect of potential non-compliance with laws and regulations and fraud
included the potential for fraud due to management override of controls.
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HOBART ACTIVUM JVCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOBART ACTIVUM JVCO LIMITED (CONTINUED)
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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.
James Andersen
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Glasgow
20 November 2023
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HOBART ACTIVUM JVCO LIMITED
STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Income from other fixed asset investments
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Interest receivable and similar income
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(Loss)/profit for the financial year/period
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There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of profit and loss.
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The notes on pages 12 to 17 form part of these financial statements.
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HOBART ACTIVUM JVCO LIMITED
REGISTERED NUMBER: 12962203
BALANCE SHEET
AS AT 31 DECEMBER 2022
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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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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:
The notes on pages 12 to 17 form part of these financial statements.
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HOBART ACTIVUM JVCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Total comprehensive income for the period
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Shares issued during the period
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Total transactions with owners
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Total comprehensive income for the year
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Dividends: Equity capital
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Shares issued during the year
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Capitalisation of capital contribution
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Total transactions with owners
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The notes on pages 12 to 17 form part of these financial statements.
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HOBART ACTIVUM JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Hobart Activum JVCO Limited is a private company, limited by shares, incorporated in England and Wales with registration number 12962203. The registered office is Eighth Floor, 6 New Street Square, New Fetter Lane, London, EC4A 3AQ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate. The directors have considered the cash requirements of the company for a period of at least 12 months from the date of approval of the financial statements which indicate that the company will have sufficient funds to continue to meet its liabilities as they fall due.
Management anticipates any short-term funding gaps that arise over the course of operations will be met via intercompany funding from other Hobart-Activum entities, as described in the group's cash management policy.
Therefore, the directors have prepared the financial statements on a going concern basis.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of financial statements that comply with FRS 102 requires management to make judgements, estimates and assumptions which can affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis and revisions are recognised prospectively. In the opinion of the directors, there are no key judgements and estimates that affect these financial statements.
Investment income is comprised of dividends received at fair value.
Interest income is recognised in profit or loss using the effective interest method.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment.
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HOBART ACTIVUM JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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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.
Short term creditors are measured at the transaction price.
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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The average monthly number of employees, including directors, during the year was 2 (2021 - 2).
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Current tax on (loss)/profit for the year/period
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Taxation on (loss)/profit on ordinary activities
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HOBART ACTIVUM JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
4.Taxation (continued)
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Factors affecting tax charge for the year/period
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The tax assessed for the year is higher than (2021 - lower than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
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Expenses not deductible for tax purposes
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Remeasurement of deferred tax for changes in tax rates
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Movement in deferred tax not recognised
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Total tax charge for the year/period
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Investments in subsidiary companies
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HOBART ACTIVUM JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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The following were subsidiary undertakings of the company:
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Hobart Activum Holdings Limited - direct
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Hobart Activum (Newmarket) Limited - direct
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Property investment and rental
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Hobart Activum (Lincoln) Limited - indirect
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Property investment and rental
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Hobart Activum (Oldbury) Limited - indirect
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Property investment and rental
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Hobart Activum (Peterborough) Limited - indirect
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Property investment and rental
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Amounts owed by group undertakings
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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HOBART ACTIVUM JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Allotted, called up and fully paid
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1,067 (2021 - 970) Ordinary A shares of £1.00 each
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33 (2021 - 30) Ordinary B shares of £1.00 each
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On 23 December 2022, an additional 100 shares were issued as 97 Ordinary A shares and 3 Ordinary B shares.
The 97 Ordinary A shares were issued at £5,035,073 and the 3 Ordinary B shares were issued at £892,059.
Except as otherwise provided in the articles, the A and the B shares shall rank pari passu in all respects but shall constitute separate classes of shares.
Share premium account
The share premium account represents the premium arising on the issue of shares net of issue of costs.
On 23 December 2022, an additional 100 shares were issued as 97 Ordinary A shares and 3 Ordinary B shares. Share premium attached to the issue was £5,034,976 and £892,056 respectively.
Other reserves
Other reserves represents other capital contributions from the shareholders.
On 24 June 2022, Hobart Retail Limited contributed £597,000 capital to the Company.
On 23 December 2022, £3,809,860 other reserves were converted into shares and share premium. Following the transaction the balance of other reserves is £Nil.
Profit and loss account
The profit and loss account represents cumulative realised and unrealised profits and losses net of dividends and other adjustments.
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Related party transactions
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The company has taken advantage of the exemption conferred in Financial Reporting Standard 102 from the requirement to disclose transactions with wholly owned group companies.
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HOBART ACTIVUM JVCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Hobart Activum JVCO Limited is a subsidiary of ASG Fund VI Maple S.a.r.l, a company incorporated in Luxembourg. The ultimate controlling party is S A Goldstein.
The group headed by Hobart Activum JVCO Limited qualifies as small and therefore is exempt from producing consolidated accounts at this level.
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