Registered number:
09903171
DIANA CAPITAL UK LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2019
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DIANA CAPITAL UK LIMITED
REGISTERED NUMBER:
09903171
BALANCE SHEET
AS AT
31 DECEMBER 2019
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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 directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
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DIANA CAPITAL UK LIMITED
REGISTERED NUMBER:
09903171
BALANCE SHEET
(CONTINUED)
AS AT
31 DECEMBER 2019
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 3 to 10 form part of these financial statements.
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DIANA CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Diana Capital UK Limited is a private company limited by shares incorporated and registered in England and Wales. The company's registered office is 21 Cork Street, London, W1S 3LZ.
The company's principal activity is the management of investment funds.
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 as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss 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 financial statements are prepared in £ sterling, the functional currency, rounded to the nearest £1.
The comparative figures at 31 December 2018 have been changed as a result of a prior year adjustment (note 11).
The following principal accounting policies have been applied:
Diana Capital UK Limited had net current liabilities of £48,542,804 at 31 December 2019. The company's ultimate parent entity have confirmed their ability and willingness to support the company financially for at least twelve months from the date of signing the accounts. The going concern basis is therefore considered by the directors to be appropriate.
The impact of COVID-19 has been considered as a post balance sheet event as discussed in note 14.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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DIANA CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.
Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Profit and Loss Account.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments are included as financial assets or liabilities at fair value through profit or loss. The category of financial assets and financial liabilities at fair value through profit or loss comprises financial instruments held for trading and included as financial assets and financial liabilities at fair value through profit or loss on the Statement of Financial Position.
Where a quoted market price is not available on a recognised stock exchange or from a broker for non-exchange traded financial instruments, the fair value of the instrument is estimated by a professional valuer, using valuation techniques. This includes reference to the current fair value of another instrument that is substantially the same, discounted cash flow techniques, option pricing models, use of recent arm's length market transactions and any other valuation technique that provides a reliable estimate of prices obtainable in actual market transactions.
Fair values for unquoted equity investments are estimated using applicable price/earnings ratios for similar listed companies adjusted to reflect the specific circumstances of the issuer.
Subsequent to initial recognition, all financial instruments classified at fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions.
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DIANA CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.
Accounting policies (continued)
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, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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DIANA CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.
Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account
except when deferred in other comprehensive income as qualifying cash flow hedges.
All foreign exchange gains and losses are presented in the profit and loss account within administrative expenses.
Finance costs are charged to the profit and loss account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in the Profit and Loss Account using the effective interest method.
Tax is recognised in the Profit and Loss Account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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DIANA CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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The average monthly number of employees, including directors, during the year was
3
(2018 -
3
)
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Charge for the year on owned assets
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DIANA CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Charge for the year on owned assets
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The investments are held at market value based on a report provided by a third party expert.
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DIANA CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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1,000,001
(2018 -
1
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Ordinary shares
shares of £
1.00
each
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On 9 December 2019, 1,000,000 shares of £1 each were issued, with a share premium of £165,755,930 arising on the issue.
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DIANA CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The prior period adjustment is in relation to a contribution agreement entered into between Diana Capital UK Limited and the parent company, Diana Capital GmbH. On 31 December 2017, Diana Capital UK Limited agreed to issue 1,000,000 ordinary shares of £1 nominal value for an amount payable of €187,933,933.30 (equivalent to £166,755,930). The adjustment is to correct judgement made at initial recognition to treat this as a foreign currency liability which was retranslated in the prior year, as opposed to a liability convertible into a non monetary item of shares.
For the year ended 31 December 2018, this has resulted in a decrease in 'other creditors' and corresponding increase in profits, representing the reversal of an exchange loss of £1,809,801. This has also resulted in an increase in the corporation tax creditor and corresponding tax charge in the profit and loss account of £343,862, representing the additional tax due as a result of this prior year adjustment.
Net profit for the year ended 31 December 2018 has increased from £7,883,286 to £9,349,225 and net assets have increased from £6,845,554 to £8,311,493.
At 31 December 2019, Diana Capital UK Limited had unfunded capital commitments of £100,651,337 (2018: £121,219,510) in relation to funds where monies have been committed but not yet called up. This is payable on demand to the associated fund once notice has been received.
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Commitments under operating leases
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At 31 December 2019 the Company had future minimum lease payments under non-cancellable operating leases as follows:
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Later than 1 year and not later than 5 years
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Post balance sheet events
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Since 31 December 2019, the outbreak of COVID-19 has caused disruptions to many businesses, including the global equity markets which have experienced extreme volatility. Management have assessed that although they are likely to experience a decline in activity in the subsequent period, they have concluded this will not impact their ability to continue as a going concern as also confirmed in the accounting policy note. Any subsequent change in fair value of the company's investments is not reflected in the balance sheet as at 31 December 2019, as COVID-19 is considered a non adjusting post year end event.
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