Clara-Pensions Group Limited - Limited company accounts 20.1

REGISTERED NUMBER: 11709403 (England and Wales)

Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2020

for

Clara-Pensions Group Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Notes to the Consolidated Financial Statements

10

DIRECTORS:

A B Saron

S J Groves

P R Dixon

K Toker

L Churchill

D J Adams

S S Oliveira

M R Sarlitto

N Albert

REGISTERED OFFICE:

1st Floor

Healthaid House

Marlborough Hill

Harrow

Middlesex

HA1 1UD

REGISTERED NUMBER:

11709403 (England and Wales)

AUDITORS:

Grant Harrod Lerman Davis LLP

Chartered Accountants

Statutory Auditors

1st Floor

Healthaid House

Marlborough Hill

Harrow

Middlesex

HA1 1UD

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2020.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2020 to the date of this report.

A B Saron

S J Groves

P R Dixon

K Toker

L Churchill

D J Adams

Other changes in directors holding office are as follows:

N Albert - resigned 18 December 2020

N Johnson - resigned 6 March 2020

R Singhal - resigned 18 December 2020

J E P Miller - appointed 18 December 2020

S S Oliveira - appointed 18 December 2020

M R Sarlitto - appointed 18 December 2020

N Albert was appointed as a director after 31 December 2020 but prior to the date of this report.

J E P Miller ceased to be a director after 31 December 2020 but prior to the date of this report.

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.

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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group'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 group's auditors are aware of that information.

AUDITORS

The auditors, Grant Harrod Lerman Davis LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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

ON BEHALF OF THE BOARD:

K Toker - Director

19 May 2021

Opinion

We have audited the financial statements of Clara-Pensions Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2020 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet 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 group's and of the parent company affairs as at 31 December 2020 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

We have obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry it operates. We determined that the following laws and regulations were most significant: FRS102 Section 1A, Companies Act 2006 and Health and Safety.

We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. Our findings were corroborated by review of the board minutes and papers prepared by the board of directors.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit team included:

-Obtaining an understanding of how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process.

- Challenging assumptions and judgements made by management in its significant accounting estimates

- Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations.

- Identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud.

We did not identify any key audit matters relating to irregularities, including fraud

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Lerman FCA DipAst (Senior Statutory Auditor)

for and on behalf of Grant Harrod Lerman Davis LLP

Chartered Accountants

Statutory Auditors

1st Floor

Healthaid House

Marlborough Hill

Harrow

Middlesex

HA1 1UD

19 May 2021

TURNOVER

1

1

Cost of sales

550,317

1,396,564

GROSS LOSS

(550,316

)

(1,396,563

)

Administrative expenses

2,753,504

2,751,773

OPERATING LOSS

4

(3,303,820

)

(4,148,336

)

Interest payable and similar expenses

674,378

429,288

LOSS BEFORE TAXATION

(3,978,198

)

(4,577,624

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(3,978,198

)

(4,577,624

)

Loss attributable to:

Owners of the parent

(3,978,198

)

(4,577,624

)

FIXED ASSETS

Tangible assets

6

9,541

16,102

Investments

7

-

-

9,541

16,102

CURRENT ASSETS

Debtors

8

29,881

620,125

Cash at bank

2,735,712

136,264

2,765,593

756,389

CREDITORS

Amounts falling due within one year

9

1,967,022

836,182

NET CURRENT ASSETS/(LIABILITIES)

798,571

(79,793

)

TOTAL ASSETS LESS CURRENT LIABILITIES

808,112

(63,691

)

CREDITORS

Amounts falling due after more than one year

10

11,830,706

6,980,706

NET LIABILITIES

(11,022,594

)

(7,044,397

)

CAPITAL AND RESERVES

Called up share capital

27

27

Retained earnings

(11,022,621

)

(7,044,424

)

(11,022,594

)

(7,044,397

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 19 May 2021 and were signed on its behalf by:

K Toker - Director

FIXED ASSETS

Tangible assets

6

-

-

Investments

7

1,000

1,000

1,000

1,000

CURRENT ASSETS

Debtors

8

12,948,162

7,916,701

CREDITORS

Amounts falling due within one year

9

1,104,664

930,287

NET CURRENT ASSETS

11,843,498

6,986,414

TOTAL ASSETS LESS CURRENT LIABILITIES

11,844,498

6,987,414

CREDITORS

Amounts falling due after more than one year

10

11,830,706

6,980,706

NET ASSETS

13,792

6,708

CAPITAL AND RESERVES

Called up share capital

27

27

Retained earnings

13,765

6,681

13,792

6,708

Company's profit for the financial year

7,084

6,681

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 19 May 2021 and were signed on its behalf by:

K Toker - Director

1.	STATUTORY INFORMATION

Clara-Pensions Group 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

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

Tangible fixed assets

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

Plant and machinery etc

-

Straight line over 3 years

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2019 - 22 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 15 (2019 - 13 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

period

4.12.18

year ended

to

31.12.20

31.12.19

£

£

Depreciation - owned assets

8,325

7,139

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	TANGIBLE FIXED ASSETS

Group

Plant and

machinery

etc

£

COST

At 1 January 2020

24,524

Additions

1,765

At 31 December 2020

26,289

DEPRECIATION

At 1 January 2020

8,423

Charge for year

8,325

At 31 December 2020

16,748

NET BOOK VALUE

At 31 December 2020

9,541

At 31 December 2019

16,101

7.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2020

and 31 December 2020

1,000

NET BOOK VALUE

At 31 December 2020

1,000

At 31 December 2019

1,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Clara-Pensions Ltd

Registered office: 1st Floor, Healthaid House, Marlborough Hill, Harrow, United Kingdom, HA1 1UD

Nature of business: Fund management

%

Class of shares:

holding

Ordinary

100.00

2020

2019

£

£

Aggregate capital and reserves

(11,036,353

)

(7,050,106

)

Loss for the year/period

(3,985,247

)

(4,570,574

)

Clara Trustees Ltd

Registered office: 1st Floor, Healthaid House, Marlborough Hill, Harrow, United Kingdom, HA1 1UD

Nature of business: Fund Management

Clara Trustees Ltd is limited by guarantee.

2020

2019

£

£

Aggregate reserves

NIL

NIL

Profit /(Loss) for the year

NIL

NIL

8.

DEBTORS

Group

Company

2020

2019

2020

2019

£

£

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

-

-

500

500

Other debtors

29,881

620,125

2

500,002

29,881

620,125

502

500,502

Amounts falling due after more than one

year:

Amounts owed by group undertakings

-

-

12,947,660

7,416,199

Aggregate amounts

29,881

620,125

12,948,162

7,916,701

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2020

2019

2020

2019

£

£

£

£

Trade creditors

352,555

248,964

-

-

Amounts owed to group undertakings

-

-

-

500,000

Taxation and social security

60,425

66,736

-

-

Other creditors

1,554,042

520,482

1,104,664

430,287

1,967,022

836,182

1,104,664

930,287

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

2020

2019

2020

2019

£

£

£

£

Other creditors

11,830,706

6,980,706

11,830,706

6,980,706

11.	ULTIMATE PARENT COMPANY

Niederkorn Adjacent Partners SC. (incorporated in Luxembourg ) is regarded by the directors as being the company's ultimate parent company.

12.	POST BALANCE SHEET EVENTS

COVID-19 Pandemic

The directors of Clara Pensions Group have considered the impact of the COVID-19 pandemic on its operations. The group has recently acquiring approval from regulators. The directors expect the pandemic to have a minimal impact on operations in the future.

13.	ULTIMATE CONTROLLING PARTY

The controlling party is Niederkorn Adjacent Partners SCSp.

The ultimate controlling party is Niederkorn Adjacent Partners SCSp.