Registered number:
FOR THE YEAR ENDED 30 APRIL 2024
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
The directors present their strategic report for the year ended 30 April 2024.
Petricca & Co Capital Limited is authorised by the Financial Conduct Authority (FCA) to advise on and arrange investment business and operate as a full scope AIFM under AIFMD 2011/61/EU and its implementing regulations.
The AIFM's business developed in line with the board's expectations and the results for the year and the financial position at the year end were considered satisfactory given industry conditions and general economic uncertainties. The AIFM continues to look for opportunities both in the UK and overseas, particularly targeting Europe for expansion. Therefore, the directors expect that the Company will grow its business both in its core market and new markets and this will lead to improvement in the Company's financial results and significant growth in all the key performance indicators of client numbers, client deposits and trade volumes. We acknowledge that there has been serious disruption to the global economy and valuations of investments have been subject to volatility, but we have sufficient capital to deal with them. For the UK market we have executed management notification for certain UK new alternative investment funds. Some of them, already authorised by the FCA, relates to the art precious industry and e sports. These are investment strategies on alternative innovative asset classes for Petricca & Co, which previously mainly focused on real estate. The Company has developed these expertise and strategic human resources well experienced on these industries. To this end, the lead portfolio manager of the Fund will be Mr Stefano Petricca and we are planning to add other certified persons to provide additional resources in managing the Funds. The role of the AIFM’s Portfolio Management function is to consider the research provided against the mandate of any fund to determine whether the investment criteria are met. Given the size of the business and the scope of the Funds in pipeline we believe this to be proportionate and will allow for sufficient challenge before investment decisions are made. In line with the new geopolitical situation between Europe and the UK which, beyond the latest political change with a change at the top for England, seems to remain firm in substance to the will expressed by the Brexit vote, Petricca & co Capital has, consequently, established the development and management of funds by means of a clear separation by "industries": real estate in Luxembourg, alternative, specialized and innovative funds tout court, in the UK; exploiting on the one hand the leverage of managerial consolidation in the capital of investment funds, i.e. the Grand Duchy, and on the other hand exploiting the leverage of the most sophisticated and open Anglo-Saxon market for pioneering funds linked to eGame, NTFs, Art and Diamonds: in general, new asset classes managed with innovative formulas and with promising performance for investors. The year to 30 April 2024 saw an increase in turnover of 46% (see note 4), reflecting market conditions.
Key performance indicators are turnover of £449,719 (2023 - £307,193) and profit before tax of £11,661 (2023 - £12,907). At the year end the Company had net assets of £298,463 (2023 - £288,775).
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
In the ordinary course of business, the AIFM is exposed to a number of risks, which are assessed at least annually. The main areas of risk are: -
a) Financial risks, including, market risk, credit risk, and liquidity risk; b) Legal reputation; c) Compliance risk; d) Process/operational risks;
The AIFM's operations are exposed to financial risks including credit, currency fluctuation and liquidity risks.
Market risk exists as we operate in a competitive sector with volatile market conditions. On-going monitoring and research enable us to mitigate this risk. Credit risk exists as the Company, in the context of its advice investment activity, does not generally receive its fees immediately after the deals are arranged or when investment advice is provided, as the AIF as duly managed by the AIFM would not be able to pay AIFM running fees without disposals as agreed under the AIF’s Rules and any agreement with the AIF’s Unitholders. Currency risk exists in the form of deals arranged with currencies other than pounds sterling. Liquidity risk is minimised as the Company closely monitors its expenditure and capital requirements. Monthly management accounts are prepared, and cost control is also maintained. The directors monitor the company's liquidity needs daily and review at least annually our ICARA. The Company's liquidity is supported by directors' loans if required. Compliance risk is mitigated by full due diligence on the Company's prospective clients/AIF’s Unitholders in compliance with the provisions of the applicable legislation. For example, in compliance with the provisions of the relevant legislation, a specific procedure is adopted concerning anti-money laundering and counter-terrorism requirements (hereinafter the "Anti-Money Laundering Procedure"). The Anti-Money Laundering Procedure governs in detail the activities that each structure, unit or person in charge is required to put in place for the prevention of "money laundering" and the fight against terrorism in terms of identification and adequate verification of customers and beneficial owners (Customer due diligence); registrations, reports, communication obligations, training and training of employees and officers and control systems. Process/operational risk is mitigated by the implementation of policies and procedures in order to identify, measure, manage and adequately monitor operational risks deriving from the risk of losses resulting from inadequate internal processes, human error, shortcomings in operating systems or due to external events, including risks from professional responsibilities, to which the Company is, or it could be reasonably exposed. A first modality of mitigation is focused on the relevance of the organisational structure, in terms of optimisation of the processes and interventions to minimize the probability that operational risks, at least those of internal type, come to manifest themselves. The operating risks identified in this way are formalised - according to a top-down logic - through a mapping of operational risks at a centralised level, which is approved by the Board of Directors of the Company which also defines the overall framework for managing operational risks, establishing regulations and organisational processes for the measurement, management and control of the same. The Company, through its internal Risk Management function, has the task of periodically checking the overall operating risk profile of the Company, arranging any corrective actions, coordinating and monitoring the effectiveness of the main mitigation activities and approving the strategies for transfer of operational risk, in accordance with the updating of the Company policy.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
Other risks include: -
The war in Ukraine The situation in the Ukraine is still causing changes in the international political scenario. There is uncertainty about the medium-term consequences that the actions taken by the parties involved will have on the European economy in general. Based on current information the directors do not anticipate any long term adverse impact on the Company.
The board of directors consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(1)(a-f) of the Act) in the decisions taken during the financial year ended 30 April 2024.
In coming to this conclusion, the directors have considered the following: • Consideration of long-term consequences are an inherent part of the Company's decision-making processes. As a privately-owned company, the board considers that the interests of the Company and its shareholders are aligned in seeking sustainable value creation over the longer term through the Company's operations, promoting long term strategic decision-making. • The Company operates in the Financial Sector which is sector characterised by long term relationships with stakeholders and is driven largely by maintaining strong relationships. Maintaining a reputation for high standards of business conduct is vital and the company expects all parties with whom it transacts always act with integrity, openly, honestly and ethically. The Company has zero tolerance to fraud and maintains effective oversight and scrutiny processes, executed with independence and impartiality. • When taking decisions, the board considers the potential impact the decisions they take may have on the environmental and socially. Given the size of the business the impact of the Company’s operations on the community and environment is not considerable. • The integrity of the Company is underpinned with policies in relation to bribery and corruption, data protection, equality, diversity, fraud and whistleblowing, each of which is reinforced through appropriate training. • S Petricca, a directors of the Company, is also the controlling shareholder and believes that his interests are aligned with those of the Company.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
The directors present their report and the financial statements for the year ended 30 April 2024.
The directors who served during the year were:
The profit for the year, after taxation, amounted to £9,688 (2023 - £12,033).
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Other than the developments mentioned in the strategic report there are no significant future developments.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
There have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETRICCA & CO CAPITAL LIMITED
We have audited the financial statements of Petricca & Co Capital Limited (the 'Company') for the year ended 30 April 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, 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).
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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETRICCA & CO CAPITAL LIMITED (CONTINUED)
required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the 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 directors' 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 set out on page 4, 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 Auditors' 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:
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETRICCA & CO CAPITAL LIMITED (CONTINUED)
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the financial sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and Financial Conduct Authority rules and regulations applicable to the Company;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
∙understanding the design of the Company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 Auditors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PETRICCA & CO CAPITAL LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
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STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 15 to 20 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
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ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 APRIL 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Petricca & Co Capital Limited is a private company, limited by shares, incorporated in England and Wales. Its registered office and principal place of business is at Ground Floor, 13 Charles II Street, London, SW1Y 4QU.
The Company's principal activity continued to be that of fund administration services and consultancy. The Company is registered with the Financial Conduct Authority as an Alternative Investment Fund Manager.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
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 3).
The following principal accounting policies have been applied:
Advisory service revenue is recognised when the Company has met its contractual obligations and revenue can be reliably measured.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
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 profit or loss.
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 and loans to related parties.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
The Company is a wholly-owned subsidiary of
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