REGISTERED NUMBER:
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DIRECTORS' REPORT AND |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2021 |
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FOR |
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VISTRA TRUST CORPORATION (UK) LIMITED |
REGISTERED NUMBER:
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DIRECTORS' REPORT AND |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2021 |
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FOR |
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VISTRA TRUST CORPORATION (UK) LIMITED |
VISTRA TRUST CORPORATION (UK) LIMITED (REGISTERED NUMBER: 06219596) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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Company Information | 1 |
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Directors' Report | 2 |
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Independent Auditors' Report | 4 |
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Income Statement | 7 |
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Balance Sheet | 8 |
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Notes to the Financial Statements | 9 |
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VISTRA TRUST CORPORATION (UK) LIMITED |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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Directors: |
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Secretary: |
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Registered office: |
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Registered number: |
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Auditors: |
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Floor 5 |
Merck House |
Seldown Lane |
Poole |
Dorset |
BH15 1TW |
VISTRA TRUST CORPORATION (UK) LIMITED (REGISTERED NUMBER: 06219596) |
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DIRECTORS' REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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The Directors present their report with the financial statements of the Company for the year ended 31 December 2021. |
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Principal activity |
The principal activity of the company in the year under review was that of provision of trustee services. |
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Business Review |
During the reporting period legal action has continued where Vistra Trust Corporation (UK) Limited as Trustee is looking to defend itself against claims brought that were not properly covered in advice provided to it by a 3rd party. Costs to 31.12.2021 relating to the claim were £354,235, however a provision of £500,000 has been included in these financial statements because any costs above this amount are covered by the Company's professional indemnity insurer and will be reimbursed. It was expected at year-end that costs would reach and exceed this level. At the time of signing these Financial Statements the company is awaiting the outcome of a Jersey Court hearing, the result of which will determine the future actions of the company in defending these claims and/or initiate claim against a third party. |
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Directors |
The Directors shown below have held office during the whole period from 1 January 2021 to the date of this report. |
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P J Cooper |
C M Juer |
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Other changes in Directors holding office are as follows: |
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MWG Palmer - appointed 18 January 2022 |
J M Bozzino - appointed 19 February 2022 and resigned 3 October 2022 |
B A Gowdy - resigned 25 November 2021 |
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Statement of directors' responsibilities |
The Directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
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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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: |
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- 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. |
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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. |
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Dividends |
The Directors do not recommend the payment of a dividend (2020: nil). |
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Directors' indemnities |
The Company has not made any qualifying third-party indemnity for the benefit of its Directors. |
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Going concern |
The Group Board of Directors of Vistra Group Holdings (BVI) II Limited, which is the parent company of the largest group consolidation, meet regularly to assess the performance of the Company. The Company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent company of the largest group for which the consolidated financial statements are prepared, confirming continued financial support will be provided for a period of at least twelve months from the signing of the statutory accounts. |
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The directors consider that the Company has adequate resources to continue in operational existence for at least 12 months from the date of the signing of the financial statements and thus they continue to adopt the going concern basis of accounting in preparing the financial statements. |
VISTRA TRUST CORPORATION (UK) LIMITED (REGISTERED NUMBER: 06219596) |
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DIRECTORS' REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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Statement as to disclosure of information to auditors |
So far as the Directors are 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 each Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. |
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Auditors |
The auditors, Mazars LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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Small Companies Note |
The financial statements have been prepared in accordance with the provision of FRS102 Section 1A small entities. There are no material departures from that standard. |
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This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
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On behalf of the board: |
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
VISTRA TRUST CORPORATION (UK) LIMITED |
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Opinion |
We have audited the financial statements of Vistra Trust Corporation (UK) Limited (the 'company') for the year ended 31 December 2021 which comprise the Income Statement, Balance Sheet and notes to the financial statements, including a summary of significant accounting policies. |
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The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
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In our opinion, the financial statements: |
- give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its result 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. |
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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. |
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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. |
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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. |
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Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
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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. |
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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. |
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We have nothing to report in this regard. |
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Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- the Directors' Report have been prepared in accordance with applicable legal requirements. |
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Matters on which we are required to report by exception |
In 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. |
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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' exemption in preparing the directors' report. |
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
VISTRA TRUST CORPORATION (UK) LIMITED |
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Responsibilities of Directors |
As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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. |
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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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Auditor's responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. |
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The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. |
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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. |
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Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-money laundering regulation. |
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To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: |
- Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; |
- Inspecting correspondence, if any, with relevant licensing or regulatory authorities; |
- Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and |
- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. |
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We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006. |
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In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. |
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Our audit procedures in relation to fraud included but were not limited to: |
- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; |
- Gaining an understanding of the internal controls established to mitigate risks related to fraud; |
- Discussing amongst the engagement team the risks of fraud; and |
- Addressing the risks of fraud through management override of controls by performing journal entry testing. |
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There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. |
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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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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
VISTRA TRUST CORPORATION (UK) LIMITED |
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Use of the audit 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. |
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for and on behalf of
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Floor 5 |
Merck House |
Seldown Lane |
Poole |
Dorset |
BH15 1TW |
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VISTRA TRUST CORPORATION (UK) LIMITED (REGISTERED NUMBER: 06219596) |
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INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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31.12.21 | 31.12.20 |
as restated |
Notes | £ | £ |
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TURNOVER |
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Cost of sales | ( |
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GROSS PROFIT |
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OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
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Tax on profit |
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PROFIT FOR THE FINANCIAL YEAR |
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VISTRA TRUST CORPORATION (UK) LIMITED (REGISTERED NUMBER: 06219596) |
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BALANCE SHEET |
31 DECEMBER 2021 |
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31.12.21 | 31.12.20 |
as restated |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 5 |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CAPITAL AND RESERVES |
Called up share capital |
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SHAREHOLDERS' FUNDS |
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The financial statements were approved by the Board of Directors and authorised for issue on
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VISTRA TRUST CORPORATION (UK) LIMITED (REGISTERED NUMBER: 06219596) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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1. | STATUTORY INFORMATION |
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Vistra Trust Corporation (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. |
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2. | ACCOUNTING POLICIES |
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Basis of preparation |
The financial statements have been prepared on the historical cost basis. |
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The Company meets the definition of a qualifying entity under FRS 102 1A and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in. relation to financial instruments, presentation of a cash flow statement and remuneration of key management personnel. |
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Going concern |
The Group Board of Directors of Vistra Group Holdings (BVI) II Limited, which is the parent company of the largest group consolidation, meet regularly to assess the performance of the Company. The Company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent company of the largest group for which the consolidated financial statements are prepared, confirming continued financial support will be provided for a period of at least twelve months from the signing of the statutory accounts. |
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The directors consider that the Company has adequate resources to continue in operational existence for at least 12 months from the date of the signing of the financial statements and thus they continue to adopt the going concern basis of accounting in preparing the financial statements. |
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Turnover |
Turnover is measured at the fair value of the consideration received or receivable services rendered, net of discounts and Value Added Tax. |
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Turnover is recognised when the significant risks and rewards have transferred to the buyer and the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. The criteria is met at the end of the service period as out-lined in the letter of engagement. |
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Related party transactions |
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 ' from the requirement to disclose related party transactions with other group Companies. |
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Financial instruments |
A financial asset or a financial liability is recognised only when the Company becomes a party to the contractual provisions of the instrument. |
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Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
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Debt instruments are subsequently measured at amortised cost. |
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Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. |
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For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. |
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Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was NIL (2020 - NIL). |
VISTRA TRUST CORPORATION (UK) LIMITED (REGISTERED NUMBER: 06219596) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
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4. | PRIOR YEAR ADJUSTMENT |
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The comparative figures have been restated in order to reflect a restatement in amounts of revenue and cost of sale. As a result of the restatement, both revenue and cost of sales has increased by £41,621. |
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5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.21 | 31.12.20 |
as restated |
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Amounts owed by group undertakings |
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6. | PROVISION/CONTINGENT LIABILITY |
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During the reporting period legal action has continued where Vistra Trust Corporation (UK) Limited as Trustee is looking to defend itself against claims brought that were not properly covered in advice provided to it by a 3rd party. Costs to 31.12.2021 relating to the claim were £354,235, however a provision of £500,000 has been included in these financial statements because any costs above this amount are covered by the Company's professional indemnity insurer and will be reimbursed. It was expected at year-end that costs would reach and exceed this level. |
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As the case is still on-going, the outcome and the total cost is currently unknown. |
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7. | PARENT COMPANY AND CONTROLLING PARTY |
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The Company's immediate parent Company is Vistra (UK) Limited, a Company registered in England and Wales. The ultimate controlling parent Company is Vistra Group Holdings (BVI) III Limited, a Company incorporated and registered in the British Virgin Island. |
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The largest group for which consolidated accounts is prepared is the group headed by Vistra Group Holdings ( BVI) II Limited, also registered in the British Virgin Islands. |