Company registration number 10190513 (England and Wales)
TOPSTONE CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
TOPSTONE CAPITAL LIMITED
COMPANY INFORMATION
Directors
M Pugachev
J G Rogers Coltman
F Atakulov
(Appointed 14 July 2023)
Company number
10190513
Registered office
4 Cavendish Square
London
England
W1G 0PG
Auditor
Fisher, Sassoon & Marks
43-45 Dorset Street
London
W1U 7NA
Business address
4 Cavendish Square
London
England
W1G 0PG
TOPSTONE CAPITAL LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 25
TOPSTONE CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the year ended 31 March 2024.

 

The principal activity of the company is the provision of financial intermediation and financial management services to private, corporate, and institutional clients. The company is authorised and regulated by the Financial Conduct Authority (FCA).

 

Business review

The company reports increased turnover by 92% to £713,649 (2023: £370,797) and a slightly increased gross profit margin of 96.37% (2023: 94.15%). Administrative costs increased by 54% to £664,951 for the year (2023: £432,323). The profit before tax was £41,391 (loss 2023: £79,292). Turnover increased each quarter during the year and even though costs increased they were controlled, so the company expects to maintain its growth and will aim for achieving profitability in the following year.

The business performed in line with expectations and achieved important growth metrics while controlling costs to achieve profitability. The increase in revenue was attributable to increase in the number of clients, growth in recurring revenues and quality of assets under administration as well as higher value services provided to the new and existing clients.

The company has decided to give up its matched principal trading permissions, which has derisked the company’s trading profile, and so the company can fully concentrate continuing to align with clients’ interests by trading as an agent.

The management is determined to achieve improvements and invest in all areas to support future growth, including infrastructure, talent recruitment, and new IT systems. The focus is on growing the core investment services alongside additional and ancillary investment services to company’s existing and new clients.

The company is well positioned to capitalise on business development efforts during the year which should result in a solid organic growth in the forthcoming year. The company will continue to focus on providing high quality services to private, corporate and institutional clients, with focus on institutional business.

 

 

TOPSTONE CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Principal risks and uncertainties

The company utilises a framework of policies, procedures, and internal controls to process risk acceptance and risk management. Compliance with regulatory and legal requirements are of the highest priority for the company.

 

Regulatory and compliance risk

The Company is authorised and regulated by the FCA and while acknowledging that the increased regulatory and operational requirements have led to and will continue to levy additional costs on the firm and demands on the senior management, the Company is confident that the changes will not pose meaningful risks to the firm and its ability to deliver high quality services to its clients in a compliant manner.

Capital

The Company is required to comply with the FCA’s regulatory capital requirements to have adequate financial resources for the business it undertakes. The company had a loss during the 2023 financial year but managed to improve its financial performance in the following year to increase revenues and achieve profitability while controlling costs. The management is regularly monitoring capital adequacy requirements and is confident in the company’s ability to continue to comfortably satisfy the regulatory capital requirements.

 

Inflation and high interest rate

Rising inflation and high interest environment presented several challenges as well as opportunities for the investors and the company. Undoubtably this affected affluent clients and corporates, due to inflation, however, this presented new opportunities for some clients with treasury management requirements, which Topstone can capitalise on. Topstone remains debt free hence largely unaffected by high interest rates. However, should inflation affect Company’s costs due to increase in commercial contracts, Senior management will reconsider suppliers and ability to enter into shorter term contracts allowing for more flexibility in the longer term.

 

Competition:

Competitive pressures in the UK continue to present risks for the Company. Independent brokerage and investment management sector in the UK are consolidating meaning that, even though there is smaller number of players in the market, such players are generally larger which potentially creates headwinds in soliciting business away from larger established firms, or from smaller firms acquired or merged into larger groups. This potentially presents challenges for the Company and its business development efforts. However, the risk is mitigated by provision of high quality, personalized services to the client which may not be available in the larger firms. The Company strongly believes that offering such bespoke services strengthens position that will enable the Company to withstand competitive pressures.Retention of key staff:

The Company is dependent on its key members of management team. The loss of key personnel may significantly affect the Company, albeit in the short-term. The Company’s directors will ensure that all key members of the Company are appropriately compensated, as well as providing opportunities for growth including by professional development and education. As a small firm, the Company maintains importance of its culture as one of the key abilities to retain staff.

 

IT services and infrastructure

Like most firms the Company is reliant on the efficient and reliable functioning of its computer and system infrastructure for the smooth operation of its activities. The disruption of IT services and infrastructure may pose risk to the consistency and continuity of the Company’s client servicing and operations. The Company places significant importance on the IT and cybersecurity infrastructure, by employing an experienced IT services team as well as maintaining back-up systems, and recovery protocols allowing for the employees to continue performing their function, should they need be, from remote location, with no or very limited interruption to the services.

 

 

 

 

TOPSTONE CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Key performance indicators

The company uses a series of key performance indicators (KPI’s) to monitor the performance of the business.

 

Financial KPI’s for the company include:

- Total Revenue of the company being:  £713,649 (2023: £370,797)

- Administrative Costs: £664,951 (2023: £432,323)

- Total Equity being: £276,600 (2023: £235,209)

 

The company has put in place non-financial KPI’s to manage the financial and operational risks.

 

Non-financial KPI’s for the company include:

-Number of new client relationships: 9 new clients

-New Net AUM: USD $149,032,253.16

-Topstone carried out regular management meetings and management reporting

-Topstone carried out regular compliance monitoring and risk assessment as part of firm’s ICARA process

 

Other key performance indicators

The directors are committed to promoting the health, safety and welfare of their staff and continue to ensure appropriate measures are undertaken in this regard. No reportable accidents arose during the year.

 

The directors are mindful of environmental issues and have sought to minimise the impact of the company's activities on the environment. Company has introduced “Cycle-to-work” scheme to its employees.

 

Outlook for business

The company is looking to grow its existing offering and increase focus on institutional client base by providing high quality execution and custody services.

 

During the previous years the company spent significant amount of time and effort to growing its infrastructure, access to the market and efficiency of services provided to the clients, which has paid off during the reporting year. In the coming year the firm is looking to fully utilise its regulatory permissions and grow its client base. In an effort to grow the company the headcount is expected to grow as well in the following areas: account management, compliance, trading and operations.

 

 

TOPSTONE CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Directors' statement of compliance with duty to promote the success of the Company

 

Directors of Topstone Capital Limited consider, both individually and collectively, that they have acted in the way they consider, in good faith, would most likely promote the success of the company for the benefit of its stakeholders as a whole in decisions taken during the year ended 31 March 2024 and were in line with the long-term objectives of the company. In particular:

 

 

 

 

 

 

 

 

 

On behalf of the board

M Pugachev
Director
20 September 2024
TOPSTONE CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company is the provision of financial intermediation and financial management services to private, corporate and institutional clients. The company is authorised and regulated by the Financial Conduct Authority (FCA).

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M Pugachev
J G Rogers Coltman
F Atakulov
(Appointed 14 July 2023)
Directors' insurance

The company has directors and officers' insurance in place.

Supplier payment policy

The company's current policy concerning the payment of trade creditors is to:

 

Financial instruments
Liquidity risk

The company manages its cash requirements in order to maximise interest income and , whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Foreign currency risk

Substantial amounts of the company’s revenues are denominated in Euro or US Dollars, while the administrative costs are in Sterling. The company ensures that the exposure to cash balances held in foreign currency is monitored and managed.

Credit risk

Investments of cash surpluses, are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Economic risk

The majority of the company’s revenues arise from custody and execution fees and the amount of assets under administration is affected by the market conditions resulting in potentially volatile fee income.

Post reporting date events

There are no matters to report.

TOPSTONE CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
Auditor

In accordance with the company's articles, a resolution proposing that Fisher, Sassoon & Marks be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
M Pugachev
Director
20 September 2024
TOPSTONE CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOPSTONE CAPITAL LIMITED
- 7 -
Opinion

We have audited the financial statements of Topstone Capital Limited (the 'company') for the year ended 31 March 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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:

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.

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 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 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. 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.

 

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 our audit:

TOPSTONE CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOPSTONE CAPITAL LIMITED (CONTINUED)
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifiedd 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:

 

Responsibilities of directors

As explained more fully in the directors' rresponsibilities statement, 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.

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 these financial statements.

Extent to which the audit was considered capable of detecting irregularities, including fraud is detailed below

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.

TOPSTONE CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TOPSTONE CAPITAL LIMITED (CONTINUED)
- 9 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

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 through collusion.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

Jonathan Marks
Senior Statutory Auditor
For and on behalf of Fisher, Sassoon & Marks
20 September 2024
Chartered Accountants
Statutory Auditor
43-45 Dorset Street
London
W1U 7NA
TOPSTONE CAPITAL LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
713,649
370,797
Cost of sales
(25,935)
(21,680)
Gross profit
687,714
349,117
Administrative expenses
(664,951)
(432,323)
Operating profit/(loss)
4
22,763
(83,206)
Interest receivable and similar income
8
18,628
3,914
Profit/(loss) before taxation
41,391
(79,292)
Tax on profit/(loss)
9
-
0
-
0
Profit/(loss) for the financial year
41,391
(79,292)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

TOPSTONE CAPITAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
2024
2023
£
£
Profit/(loss) for the year
41,391
(79,292)
Other comprehensive income
-
-
Total comprehensive income for the year
41,391
(79,292)
TOPSTONE CAPITAL LIMITED
BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
10
1,061
467
Investments
11
1
1
1,062
468
Current assets
Debtors
13
154,710
43,438
Cash at bank and in hand
201,684
237,289
356,394
280,727
Creditors: amounts falling due within one year
14
(80,856)
(45,986)
Net current assets
275,538
234,741
Net assets
276,600
235,209
Capital and reserves
Called up share capital
17
125,000
125,000
Profit and loss reserves
151,600
110,209
Total equity
276,600
235,209
The financial statements were approved by the board of directors and authorised for issue on 20 September 2024 and are signed on its behalf by:
M Pugachev
Director
Company registration number 10190513 (England and Wales)
TOPSTONE CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2022
125,000
189,501
314,501
Year ended 31 March 2023:
Loss and total comprehensive income
-
(79,292)
(79,292)
Balance at 31 March 2023
125,000
110,209
235,209
Year ended 31 March 2024:
Profit and total comprehensive income
-
41,391
41,391
Balance at 31 March 2024
125,000
151,600
276,600
TOPSTONE CAPITAL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
22
(52,942)
37,175
Income taxes refunded
-
0
59,329
Net cash (outflow)/inflow from operating activities
(52,942)
96,504
Investing activities
Purchase of tangible fixed assets
(1,291)
-
0
Interest received
18,628
3,914
Net cash generated from investing activities
17,337
3,914
Net (decrease)/increase in cash and cash equivalents
(35,605)
100,418
Cash and cash equivalents at beginning of year
237,289
136,871
Cash and cash equivalents at end of year
201,684
237,289
TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
1
Accounting policies
Company information

Topstone Capital Limited is a private company limited by shares incorporated in England and Wales.The registered office 4 Covent Garden, London, United Kingdom, WC2B 5AH.The principal place of business is 4 Covent Garden, London, United Kingdom WC2B 5HA.

 

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.

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
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Turnover represents revenue earned from providing investment management services during the year, and is split between Management,execution and custody fees.

 

Management Fees

Represent fees receivable for investment management services, exclusive of Value Added Tax, which are recognised on an accrual basis.

 

Management fees are recognised when the company obtains the right for consideration in exchange for its investment management services, and it is probable that the Company will receive the consideration due under the contract

 

Custody fees

Represents fees receivable for providing custody and execution services in the year. Execution fees are recognised by reference to the trade date.

 

1.4
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:

Plant and equipment
25% straight line method
TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -

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 credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.8
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 company after deducting all of its liabilities.

TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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.

1.12
Retirement benefits

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

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The directors do not consider there to be any critical judgements or key sources of estimation uncertainty involved in the preparation of the company's financial statements.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Turnover from principal activities
713,649
370,797
TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Turnover and other revenue
(Continued)
- 20 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
91,840
113,178
Rest of Europe
470,429
240,418
Rest of the world
151,380
17,201
713,649
370,797
2024
2023
£
£
Other revenue
Interest income
18,628
3,914
4
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(4,999)
1,285
Depreciation of owned tangible fixed assets
697
375
Operating lease charges
6,786
-
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
11,500
10,000
6
Employees

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

2024
2023
Number
Number
Management
3
3
Administration
2
1
Total
5
4
TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
319,204
246,125
Social security costs
31,996
29,608
Pension costs
5,042
3,838
356,242
279,571
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
184,659
115,000
Company pension contributions to defined contribution schemes
2,257
1,321
186,916
116,321

During the year retirement benefits were accruing to 2 director (2023 -1) in respect of contribution pension schemes.

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
18,628
3,652
Other interest income
-
0
262
Total income
18,628
3,914
TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
9
Taxation

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
41,391
(79,292)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.00% (2023: 19.00%)
7,864
(15,065)
Unutilised tax losses carried forward
(7,751)
15,065
Permanent capital allowances in excess of depreciation
(113)
-
0
Taxation charge for the year
-
-

The company has tax losses carried forward as at 31st March 2024 of £38,121 (2023: £78,918). A deferred tax asset has not been recognised in respect of the losses due to the uncertainty as to the timing of future taxable profits.

10
Tangible fixed assets
Plant and equipment
£
Cost
At 1 April 2023
1,498
Additions
1,291
At 31 March 2024
2,789
Depreciation and impairment
At 1 April 2023
1,031
Depreciation charged in the year
697
At 31 March 2024
1,728
Carrying amount
At 31 March 2024
1,061
At 31 March 2023
467
11
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
12
1
1
TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Topstone Capital Nominees Limited
4 Cavenish Square, London, England,W1G 0PG
Ordinary
100.00

Topstone Capital Nominees Limited remained dormant at the balance sheet date.

 

13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
140,427
22,936
Prepayments and accrued income
14,283
20,502
154,710
43,438
14
Creditors: amounts falling due within one year
2024
2023
£
£
Taxation and social security
31,288
25,996
Other creditors
4,494
490
Accruals and deferred income
45,074
19,500
80,856
45,986
15
Financial instruments
Carrying amount of financial assets
Debt instruments measured at amortised cost
140,427
22,936
Carrying amount of financial liabilities
Measured at amortised cost
49,568
19,990
16
Retirement benefit schemes
2024
2023
Pension contribution schemes
£
£
Charge to profit or loss in respect of pension contribution schemes
5,042
3,838

The company operates a contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
17
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share capital of £1 each
125,000
125,000
125,000
125,000

Each share has full rights in the company with respect of voting, dividends and distributions.

18
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
12,000
-
0
Between two and five years
60,000
-
0
72,000
-
0
19
Events after the reporting date

There are no matters to report.

 

20
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
184,659
115,000
21
Ultimate controlling party

The company's ultimate controlling party is M Pugachev virtue of his shareholding.

TOPSTONE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
22
Cash (absorbed by)/generated from operations
2024
2023
£
£
Profit/(loss) for the year after tax
41,391
(79,292)
Adjustments for:
Investment income
(18,628)
(3,914)
Depreciation and impairment of tangible fixed assets
697
375
Movements in working capital:
(Increase)/decrease in debtors
(111,272)
127,790
Increase/(decrease) in creditors
34,870
(7,784)
Cash (absorbed by)/generated from operations
(52,942)
37,175
23
Analysis of changes in net funds
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
237,289
(35,605)
201,684
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