HOEGH_CAPITAL_PARTNERS_LI - Accounts

Introduction

The directors present the strategic report for Hoegh Capital Partners Limited ("the Company") for the year ended 31 December 2023.

In the year ended 31 December 2023 the Company has continued to deliver investment advice and strategic consultancy in relation to its clients' strategic investments. The Company envisages that these activities will continue for the foreseeable future leveraging the skilled resource put in place during the current and previous financial years.

During the year ended 31 December 2023 the Company's strategic investment and consultancy work has been focused on enabling client vehicles, in their role as shareholders of material direct operating businesses or financial portfolios, to achieve the following deliverables:

• Supporting the client shareholders of an investment in the auto-shipping sector achieve a variation of the investment’s dividend policy and continue to support the implementation of the investment’s "green" strategy. In addition advice to the shareholders in respect of their ownership strategy of the investment.

• Supporting client shareholders in an investment in the LNG shipping and infrastructure business to ensure the investment continues to benefit from and leverage the dramatic changes to the European Gas and LNG markets following the ongoing invasion of Ukraine by Russia.

• Supporting client shareholders monitor progress of their investment in a Norwegian based Real Estate related entity in respect of its longer term strategic business plan, financing strategy and mix within its property portfolio.

• Supporting shareholders with the ongoing development of and setting out strategic options for their investment in an emerging market client including advising on the stance for negotiation around various matters with previous Joint Venture partners, local government, potential investors or lenders to assets earmarked for disposal and the development of initiatives in the ESG and sustainability space.

• Provide investment advice and market analysis to an existing Hoegh related regulated BVI mutual fund and two new Guernsey regulated UK reporting status funds established in 2023.

The work of the Arts Alliance Advisors ("AAA") team has been to continue to support client shareholders with the development of a wide variety of investments during the year ended 31 December 2023. Specifically the AAA team has input into the strategy for the ongoing development of a film studio business in West London and input into the disposal of a client's shareholding in a film school business.

Although 2023 was a year containing periods of global uncertainty and linked investment market performance, revenue overall ended up 66% on 2022 levels. This result being driven, in the main, by agreement with the Company’s main client, Aequitas Investments Limited, to restructure performance fee arrangements in place with the Company. Other fee arrangements were broadly up 6% on 2022 levels.

Costs in 2023 were higher than in 2022 due to higher staff costs due to the recognition of performance related payments.

Going forward the Company will continue to develop the offering of client shareholder support with respect to their direct investments and provide specific advice to the management teams of our clients' strategic assets when requested to do so. Equally we feel the Company is excellently placed to continue to advise our clients in relation to the ongoing development of their investment needs and objectives.

Dividends to shareholders

No dividends were paid during 2023.

The Company earns advisory fees based on the size and performance of client assets. The size and performance of client assets is, in part, dependent on the macroeconomic environment and may decrease under certain circumstances even if the investment strategy and asset allocation was fully agreed with the client in advance. In addition, clients may withdraw funds for liquidity reasons not connected to the performance of the advised assets. The Company monitors its fee breakdown, proactively negotiates fee levels less dependent on market events and has diversified towards advisory and consultancy work.

The Company earns consultancy revenues on specific projects working with the management teams of our clients' strategic assets. By their nature these projects tend to be discreet and irregular and revenues earned can reflect this accordingly. The Company develops staff expertise, monitors staff utilisation and targets work with a high likelihood of follow on or regular fees.

The Company's principal financial instruments comprise cash, bank facilities and various other items arising from its operations including trade debtors and trade creditors. The main purpose of these instruments is to finance the Company's working capital and any relevant capital expenditure.

The key risk to the Company in relation to these financial instruments is the fluctuation in currency exchange rates, especially as the majority of the company's fees are billed in currencies other than sterling. The business actively monitors and manages the risk by minimising the balances maintained in non-sterling currencies and mainly converts non-sterling fees to sterling at the time of remittance or on receipt.

Debtor balances are regularly reviewed by management and actively chased for payment.

Management uses a range of performance measures to monitor and manage the business. The performance measures are split into financial and non-financial key performance indicators as set out below:

Monthly performance is tracked by reviewing the annual forecast amounts against expected year-end target for revenue, cost, cash balances and regulatory capital.

Financial performance of the business is measured through the daily summary of cash position reporting with an associated bank reconciliation process; cash balances are compared against expected fee receipts and budgeted expenditure.

Non-financial performance is measured:

• For liquid advised assets - monitoring and reporting on a weekly and monthly basis of liquid asset performance against benchmark, total client reported net liquid asset value, client liquid asset redemptions/subscriptions and overall monitoring of liquid asset positions against mandate limits and client liquidity requirements.

• For direct equity advised assets - monitoring on a monthly basis from the information supplied by the advised company's performance reporting. Performance is monitored by comparing performance against its budget / strategic plan, monitoring of the advised company's cash / debt positions and projections and review of advised company's KPls with market positioning. Reporting is done on at least a quarterly basis. Investments are also monitored through regular attendance at advised company's Board meetings and dialogue with advised company's management. Certain HCP employees also act as Board members of advised Companies.

• Third party managers are assessed against a number of non-financial criteria such as market experience, team structure, decision making processes and position in the market.

The Companies (Miscellaneous Reporting) Regulations 2018 ('2018 MRR') require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 ('S172') when performing their duty to promote the success of the Company under S172. With this regard the Directors view their key stakeholders as Customers, Employees and Shareholders.

The Board's key focus is on our clients, where we strive to deliver professional and pertinent investment advice and consultancy services in respect of our client's investments and their investment portfolios. We agree specific long term investment strategies with our clients and take steps to implement these strategies through recommendations around client investment selection while optimising for long term anticipated return, liquidity, and volatility. We value client communication and support regular reporting around client assets and portfolios or formal quarterly presentations.

The Board is focused on delivering value for Shareholders by maintaining a team of highly skilled and motivated Employees consistently delivering high quality investment advice and consultancy services to Clients. The Board believes that clearly communicating company vision and direction via regular employee attended client forums is key with this regard. In our communication to Shareholders the Board is clear in terms of its short, medium, and long-term strategy and maintains an open-door approach to Shareholders seeking additional clarity on any issue if not covered in regular Board meetings or annual reporting.

The Company is small and while clear management structures are in place all Employees, if required, have direct access to the Executive Directors on a daily basis and, if necessary, to the Chief Executive. The group retains HR services to ensure the fair and equitable treatment of Employees. The Company supports continuing profession development and training. We encourage diverse thinking and recognise its strengths and contribution to the business. Finally, we recognise that as a responsible organisation we identify and deliver on our social and environmental responsibilities.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2023.

The principal activity of the company continued to be that of providing investment advice and strategic consultancy in relation to its clients' strategic investments. The company envisages that these activities will continue for the foreseeable future leveraging the skilled resource put in place during the previous financial years.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of a number of its past and present directors during the year. These provisions remain in force at the reporting date.

The Company is the captive investment advisor to the business interests of the Hoegh family that are our clients. The Company strives to build deep and long term relationships with these clients in order to help the clients achieve superior investment returns over the longer term. To support the investment team in delivering its services to the clients, the Company strives to develop open and fair purchasing strategies with its suppliers and the business partners of the Company’s clients

The Company will continue delivering an advisory service for its clients through its team of highly skilled and dedicated professionals supported by an efficient infrastructure platform. A particular focus for the Company will be to advise clients on developing an investment strategy for material cash injections into their portfolios.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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). 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;

• 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 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Based on their latest assessment of the budgets and forecasts for the business of the Company, the directors consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. In particular the Directors regularly assess the level of fee income, whether once off project related or recurring asset based, against contracted salary, other cost levels and expected contractual and discretionary bonus awards.

We have audited the financial statements of Hoegh Capital Partners Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, 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:

• give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit 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 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.

Other information

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 contained within the annual report. 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. 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 course of 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 our 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:

• 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 remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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.

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit.

However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Audit procedure include:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company. We determined that the most significant are directly relevant to specific assertions in the financial statements are those related to the reporting framework (FRS 102, the Companies Act 2006) and the tax related legislation (the Finance Act);

We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

We inquired of management and those charged with governance and the entity's in-house legal team as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

We reviewed minutes of meetings of those charged with governance.

We reviewed financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management, income recognition and estimation of performance related amounts due to employees. Our audit procedures to respond to these risks included enquiry of management about their own identification and assessment of the risks of irregularities, sample testing on journals, corroborating revenue recognised by the client through agreement, on a sample basis, to supporting documentation, review calculations of estimates of performance related costs with agreement to supporting contracts, and ensuring accounting policies are appropriate under United Kingdom Generally Accepted Accounting Practice and applicable law.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

The income statement has been prepared on the basis that all operations are continuing operations.

Hoegh Capital Partners Limited is a private company limited by shares incorporated in England and Wales. The registered office is 106 Kensington High Street, London, England, W8 4SG.

These financial statements are for the year to 31 December 2023.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Comparatives

During the period, the company amended its internal management reporting to reflect the business operations. The comparatives have been updated to reflect this classification, thereby reducing cost of sales and increasing administrative expenses by an amount of £1,111,880.

The Group meets its working capital requirements through the receipt of advisory and consultancy fees charged to various Hoegh related investments. These fees relate to both the underlying value of assets subject to advisory agreements and specific contracts based on time & materials.

The directors prepare annual budgets and forecasts in order to ensure that they have sufficient liquidity in place in the business. Based on their latest assessment of the budgets and forecasts for the business of the Group, the directors continue to consider it appropriate to adopt a going concern basis of accounting in preparing the financial statements.

Based on their latest assessment of the budgets and forecasts for the business of the Group, the directors consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

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 2).

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

•    the amount of revenue can be measured reliably;

•    it is probable that the Company will receive the consideration due under the contract;

•    the stage of completion of the contract at the end of the reporting period can be measured reliably; and

•    the costs incurred and the costs to complete the contract can be measured reliably.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The key accounting policies and key sources of estimation uncertainty relate to recoverability of trade debtors and the calculation of the performance fee income and the related long term incentive remuneration.

Turnover represents income receivable in respect of corporate advisory services and invoices raised. Income is recognised in accordance with the relevant agreements in force during the year.

The directors consider that the company has only one class of business. As such the results of the company, in its entirety, can be allocated to this segment.

All turnover arose within the Europe.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 1).

Rate changed from 19% to 25%, effective tax rate being 23.52%.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax asset set out above is expected to reverse within 36 months and relates to unpaid long term incentive remuneration within 9months from the year end date. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

All shares are rank pari passu in respect of voting and rights to distributions of income and/ or capital. No shares are redeemable.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year the company entered into the following transactions with related parties: