Company registration number 01387182 (England and Wales)
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
CONTENTS
Page
Group balance sheet
1
Company balance sheet
2
Group statement of changes in equity
3
Company statement of changes in equity
4
Notes to the financial statements
5 - 12
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
9,903
11,736
Investments
4
505,706
640
515,609
12,376
Current assets
Debtors
6
205,263
224,109
Cash at bank and in hand
1,660,584
1,931,729
1,865,847
2,155,838
Creditors: amounts falling due within one year
7
(916,239)
(769,477)
Net current assets
949,608
1,386,361
Net assets
1,465,217
1,398,737
Capital and reserves
Called up share capital
8
1,812,396
1,812,396
Share premium account
3,190,601
3,190,601
Profit and loss reserves
(3,537,780)
(3,604,260)
Total equity
1,465,217
1,398,737

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

For the financial year ended 31 December 2023 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Directors' responsibilities under the Companies Act 2006:

 

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

The financial statements were approved by the board of directors and authorised for issue on 21 August 2024 and are signed on its behalf by:
21 August 2024
Mr P S Thomas
Director
Company registration number 01387182 (England and Wales)
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 2 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
1,133,373
628,296
Current assets
Debtors
6
5,148
6,630
Cash at bank and in hand
459,929
996,824
465,077
1,003,454
Creditors: amounts falling due within one year
7
(1,173,431)
(1,213,993)
Net current liabilities
(708,354)
(210,539)
Net assets
425,019
417,757
Capital and reserves
Called up share capital
8
1,812,396
1,812,396
Share premium account
3,190,601
3,190,601
Profit and loss reserves
(4,577,978)
(4,585,240)
Total equity
425,019
417,757

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £7,262 (2022 - £20,714 loss).

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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 members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.

These 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 21 August 2024 and are signed on its behalf by:
21 August 2024
Mr P S Thomas
Director
Company registration number 01387182 (England and Wales)
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1,812,396
3,190,601
(3,689,525)
1,313,472
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
85,265
85,265
Balance at 31 December 2022
1,812,396
3,190,601
(3,604,260)
1,398,737
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
66,480
66,480
Balance at 31 December 2023
1,812,396
3,190,601
(3,537,780)
1,465,217
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1,812,396
3,190,601
(4,564,526)
438,471
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(20,714)
(20,714)
Balance at 31 December 2022
1,812,396
3,190,601
(4,585,240)
417,757
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
7,262
7,262
Balance at 31 December 2023
1,812,396
3,190,601
(4,577,978)
425,019
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
1
Accounting policies
Company information

Pi Capital (Holdings) Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5 New Street Square, London, EC4A 3TW.

 

The group consists of Pi Capital (Holdings) Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Pi Capital (Holdings) Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Turnover

Turnover represents membership fees from the club of high net worth individuals, exclusive of value added tax. Membership fees are recognised over the period to which the fees relate.

 

Turnover also includes management fees from the funds which the group manages, exclusive of value added tax. Management fees are received via the General Partner’s Share and recognised over the period for which the services are provided.

1.5
Tangible fixed assets

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

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

Fixtures and fittings
5 years
Computers
3 years

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

1.6
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Cash and cash equivalents

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

1.8
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Classification of financial liabilities

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

PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
Basic financial liabilities

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

 

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

 

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

1.9
Equity instruments

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

1.10
Employee benefits

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

 

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

 

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

1.11
Retirement benefits

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

1.12
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

2
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Total
6
6
-
0
-
0
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
3
Tangible fixed assets
Group
Plant and machinery etc
£
Cost
At 1 January 2023
19,663
Additions
5,495
Disposals
(1,330)
At 31 December 2023
23,828
Depreciation and impairment
At 1 January 2023
7,927
Depreciation charged in the year
6,072
Eliminated in respect of disposals
(74)
At 31 December 2023
13,925
Carrying amount
At 31 December 2023
9,903
At 31 December 2022
11,736
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
4
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Investments in partnerships
629
640
-
-
Investments in subsidiary undertakings
-
-
628,296
628,296
Listed investments
505,077
-
505,077
-
505,706
640
1,133,373
628,296
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Fixed asset investments
(Continued)
- 10 -
Movements in fixed asset investments
Group
Investments in partnerships
Listed investments
Total
£
£
£
Cost or valuation
At 1 January 2023
2,044,401
-
2,044,401
Additions
-
505,077
505,077
Disposals
(11)
-
(11)
At 31 December 2023
2,044,390
505,077
2,549,467
Impairment
At 1 January 2023 and 31 December 2023
2,043,761
-
2,043,761
Carrying amount
At 31 December 2023
629
505,077
505,706
At 31 December 2022
640
-
640
Movements in fixed asset investments
Company
Investments in subsidiary undertakings
Listed investments
Total
£
£
£
Cost or valuation
At 1 January 2023
2,672,057
-
2,672,057
Additions
-
505,077
505,077
At 31 December 2023
2,672,057
505,077
3,177,134
Impairment
At 1 January 2023 and 31 December 2023
2,043,761
-
2,043,761
Carrying amount
At 31 December 2023
628,296
505,077
1,133,373
At 31 December 2022
628,296
-
628,296
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of share held
% Held
Direct
Indirect
Private Investor Capital Limited
5 New Street Square, London, EC4A 3TW, United Kingdom
Venture Capital Manager
Ordinary
100.00
-
Pi Capital Limited
5 New Street Square, London, EC4A 3TW, United Kingdom
Club Management
Ordinary
100.00
-
Pi Capital Partners 1 Limited
5 New Street Square, London, EC4A 3TW, United Kingdom
General Partner
Ordinary
-
100.00
Pi Capital Partners 2 Limited
5 New Street Square, London, EC4A 3TW, United Kingdom
General Partner
Ordinary
-
100.00
Pi Capital Partners 3 Limited
5 South Charlotte Street, Edinburgh, EH2 4AN, Scotland
General Partner
Ordinary
-
100.00
6
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
155,990
156,801
-
0
-
0
Other debtors
49,273
67,308
5,148
6,630
205,263
224,109
5,148
6,630
7
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
3,760
2,037
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,164,157
1,199,799
Corporation tax payable
927
927
-
0
-
0
Other taxation and social security
49,321
51,120
-
0
-
0
Other creditors
862,231
715,393
9,274
14,194
916,239
769,477
1,173,431
1,213,993
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
8
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A' shares of £0.25 each
4,710,000
4,710,000
1,177,500
1,177,500
Ordinary 'B' shares of £0.01 each
2,859,364
2,859,364
28,594
28,594
Ordinary 'C' shares of £0.10 each
4,860,838
4,860,838
486,084
486,084
Ordinary 'D' shares of £0.01 each
3,953,253
3,953,253
39,532
39,532
Ordinary 'E' shares of £0.01 each
3,778,408
3,778,408
37,785
37,785
Ordinary 'F' shares of £0.01 each
4,290,078
4,290,078
42,901
42,901
24,451,941
24,451,941
1,812,396
1,812,396

All shares rank pari passu in economic terms.

9
Share based payments

The company has issued share options to certain directors and staff. The options are settled in equity once exercised. An expense is recognised in relation to these options in the period to which the salary of fees relate.

 

Details of the number of share options outstanding at the year end are as follows:

 

1,057,107 'C' Ordinary shares of £0.10 each, exercisable at a price of £0.15 per share

 

107,737 'C' Ordinary shares of £0.10 each, exercisable at a price of £0.30 per share

 

A total expense of £nil (2022: £nil) related to equity-settled share based transactions was recognised during the year.

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