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Registered number: 09762299










PMB CAPITAL LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
PMB CAPITAL LIMITED
 
 
COMPANY INFORMATION


Directors
J Evans 
B von Buchwaldt 
R Briance 
K Mettenheimer 




Registered number
09762299



Registered office
49 St. James's Street

London

SW1A 1JT




Independent auditors
Sumer Auditco Limited

14th Floor

33 Cavendish Square

London

W1G 0PW





 
PMB CAPITAL LIMITED
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 9
Consolidated statement of comprehensive income
10
Consolidated balance sheet
11
Company balance sheet
12 - 13
Consolidated statement of changes in equity
14
Company statement of changes in equity
15
Consolidated statement of cash flows
16
Consolidated analysis of net debt
17
Notes to the financial statements
18 - 35


 
PMB CAPITAL LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their strategic report for the year ended 31 December 2023. 

PMB Capital Limited ("PMB") is a merchant banking firm dedicated to the provision of advice and capital to business owners. Our core advisory services are in corporate finance, M&A and capital raising. PMB also structures direct investments and speciality opportunities in private equity, advising on investments made by funds managed by its subsidiary PMB Invest GP I S.a.r.l., an AIFM registered and authorised in Luxembourg.

PMB operates from London, Frankfurt and Luxembourg.

Business review
 
During the year the business closed a number of advisory mandates and generated £5.4m revenue. The revenue was predominantly generated from the completion of a series of transactions on which the firm had signed mandates during 2022 and from retainers. On the investment side, PMB Invest Fund I SCSp, the investments made by the private equity fund whose General Partner is PMB’s subsidiary PMB Invest GP I S.a.r.l. continued to trade satisfactorily. 
In February 2023, the directors were informed that the business had been exposed to a material misappropriation conducted by a single former Director. The relevant authorities were notified immediately. The business, as well as its directors, have concluded the investigation, having worked closely with stakeholders and independent experts. 
The direct effect of this on the financial performance during 2023 comprised, inter alia, of a significant increase in administrative expenses, as shown in the Consolidated Statement of Comprehensive Income; a decrease in advisory fee revenue from the investment business; a reduction in retainer paying mandates and a reduction in new mandates won during 2023, while management time was focussed on the misappropriation. The accounts reflect the costs associated with handling and concluding this matter as an exceptional item in the accounts. In parallel, PMB conducted a thorough review of the balance sheet, with material debtor positions owed to the company from the former Director written off as misappropriated and unreturned capital. The resulting impact is a loss for the financial year.
Additionally, as a consequence of the misappropriation, the company at the point of time of discovery in February 2023 was found to have been in material deficit. This resulted in a significant portion of the Group’s cash generation for the year being allocated to restoring the balance sheet, which required further support via a working capital facility. At the end of 2023, this recovery process remained ongoing, as reflected in the Company Balance Sheet within these statements. 

Principal risks and uncertainties
 
The Board of Directors are responsible for the process of risk management throughout the Group and its trading subsidiaries, forming an opinion on the effectiveness of its processes of control and risk management. The Board actively monitors and manages risks, regularly reviewing strategic, financial and operational risks. Mitigating actions and associated assurance and reporting processes are identified for all 'high' and material risks, enabling the Board and its Directors to better understand the context within which risks occur, and to identify areas for mitigation and increased organisation control. All processes and controls have been robustly examined both internally and with the help of external advice since the discovery of the misappropriation.

The risk management process has identified certain key risks faced by the Group and its subsidiaries; which are summarised below. The risks identified do not necessarily comprise all the risks facing the Group, nor are they presented in any particular order of assessed impact/severity.

Dependence on Key Personnel:
Recruiting, developing and retaining key staff is key to the success of the PMB business. Aside from the removal  of the former Director, no employees left during the year.

 
Page 1

 
PMB CAPITAL LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Principal risks and uncertainties (continued)
 
Exposure to Foreign Exchange Fluctuations:
The majority of the revenues are generated in GBP, USD and EUR, while the vast majority of operating costs are in GBP. As well as impacting the overall cost-base within the company's offerings, this exposes PMB to foreign exchange risks. The Company considers and manages this exposure itself.

Brand and Reputation:
A potential material damage to the brand and reputation of the firm could impact the firm’s ability to win new clients as well as retaining existing ones.

Other developments during the year

No dividends were declared for the year (2022: £0.5m). One Director was removed in February 2023.

Developments after year-end
 
In March 2024 PMB entered into a settlement agreement to settle claims against the former director who left in February 2023. This was not a foreseen event as at year end, and therefore a contingent liability note is included in the financial statements. 
In April 2024, PMB appointed a new executive management team in Jonathan Evans and Benno von Buchwaldt. The business also conducted a change in control process, with the appointment of the new executive team to the Board of Directors and one former Director moving into a Senior Advisor role. This was accompanied by the appointment of two further new Senior Advisors. Including the two independent members of the PMB Invest Investment Committee, we now have 15 Senior Advisors, who actively assist the generation and execution of our assignments and investment opportunities.

PMB also appointed a new auditor in the year, with Sumer Auditco Limited replacing BDA Associates Limited. 

Section 172 (1) Statement
 
This section describes how the Directors have had regard to the matters set out in section 172(1)(a) to (f) Companies Act 2006 in exercising their duty to promote the success of the Company for the benefit of its members as a whole.  We consider the Company's major stakeholders to be our customers, employees, suppliers and shareholders.
Having regard to the likely consequences of any decision in the long term
The Directors remain mindful that its strategic decisions can have long term implications for the business and its stakeholders and these implications are carefully assessed. Every effort is made to align customer and supplier partnerships with the strategic objectives of the Company.
Having regard to the interests of the Company’s employees
The Company's policy is to consult and discuss with employees the matters likely to affect their interests. Townhall meetings combined with regular feedback and consultation meetings ensure matters of concern to employees and information is given to all employees. The executive directors are based in our London offices and regularly attend meetings with all levels of employees. The Directors consider that, taken together, these arrangements deliver an effective means of ensuring the Board stays alert to the views of the workforce. 
Having regard to the need to foster the Company’s business relationships with suppliers, clients and others
The executive directors and team provide weekly updates to the Board on their perceptions of client sentiment and the market view. The interests of clients are considered in all key decisions.
Page 2

 
PMB CAPITAL LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Section 172 (1) Statement (continued)
The Company has longstanding relationships with many of its suppliers and we work collaboratively to address any issues that arise. We are committed to ensuring that our supplier network complies with acceptable standards with regards to quality, social conditions and the environment.  
Having regard to the impact of the Company’s operations on the community and the environment
The Directors are committed to continually making improvements in the business to take account of the need to preserve and protect the environment. 
Having regard to the desirability of the Company maintaining a reputation for high standards of business conduct
The Directors recognise the importance of operating a strong corporate governance framework and are committed to conducting business in an ethical and transparent manner.
Having 
regard to the need to act fairly as between members of the Company
The Directors recognises its legal and regulatory duties and responsibilities and does not take any decisions or actions that would provide any shareholder or Company of shareholders with any unfair advantage or position compared to the shareholders as a whole.


This report was approved by the board and signed on its behalf.





J Evans
Director

B von Buchwaldt
Director


Date: 12 October 2024


Page 3

 
PMB CAPITAL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £2,012,081 (2022 - profit £1,709).

No dividends were declared in the year (2022: £500,090).

Directors

The directors who served during the year were:

R Briance 
C Ladanyi (resigned 21 May 2024)
K Mettenheimer 
H Schliemann (resigned 17 February 2023)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

 
PMB CAPITAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditors

The auditorsSumer Auditco Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





J Evans
Director
B von Buchwaldt
Director


Date: 12 October 2024
Date: 12 October 2024

Page 5

 
PMB CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PMB CAPITAL LIMITED
 

Opinion


We have audited the financial statements of PMB Capital Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
PMB CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PMB CAPITAL LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
PMB CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PMB CAPITAL LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 Group 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:

In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have
considered:

the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;
the nature of the Group, including its management structure and control systems (including the opportunity for management to override such controls);
management’s incentives and opportunities for fraudulent manipulation of the financial statements including the group’s remuneration and bonus policies and performance targets; and 
the industry and environment in which it operates.

We also considered UK tax legislation, laws and regulations relating to employment, pension legislation and the preparation and presentation of the financial statements such as the Companies Act 2006.

Based on this understanding we identified the following matters as being of significance to the entity:

laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax legislation and pension legislation; 
the timing and recognition of income;
compliance with legislation relating to UK employment law, GDPR and health and safety;
management bias in selecting accounting policies and determining estimates;
use of journal entries;
manipulation of specific performance measures to meet remuneration targets;
recoverability of debtors;
completeness of trade and other payables; and
completeness and valuation of fixed asset investments.

We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how prevously unrecognised fraud may occur in the entity, to all engagement team members.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:

inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
enquiries with the same concerning any actual or potential litigation or claims;
discussion with the same regarding known or suspected instances of non-compliance with laws and regulation and fraud;
Page 8

 
PMB CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PMB CAPITAL LIMITED (CONTINUED)


assessment of matters reported to management and the result of the subsequent investigation, including review of board minutes from the period;
obtaining an understanding of the relevant controls;
obtaining an understanding of the policies and controls over the recognition of income and assessing their implementation during the year;
review documentation relating to compliance with the regulations relating to GDPR, Health and Safety;
challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to accruals; 
identifying and testing journal entries, in particular any unusual journal entries and non-standard journal entries;
assessing the recovery of debtors, in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding;
assessing the completeness of material trade and other payables;
assessing the existence and valuation of fixed asset investments;
reviewing the financial statements for compliance with the relevant disclosure requirements;
performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances;
reviewing the correspondence with HMRC and other regulators; and
evaluating the underlying business reasons for any unusual transactions.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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.


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 2006Our 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.





Rajiv Thakerar FCA (Senior statutory auditor)
for and on behalf of
Sumer Auditco Limited
Statutory Auditors
14th Floor
33 Cavendish Square
London
W1G 0PW

12 October 2024
Page 9

 
PMB CAPITAL LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
5,366,447
2,326,798

Cost of sales
  
(578,236)
-

Gross profit
  
4,788,211
2,326,798

Administrative expenses
  
(2,909,620)
(1,928,389)

Exceptional administrative expenses
 11 
(3,439,275)
-

Operating (loss)/profit
 5 
(1,560,684)
398,409

Loss on disposal of inv. in subsidiaries
  
(10,355)
-

Fair value movement on investments
  
(41,168)
(310,634)

Interest payable and similar expenses
 9 
(188,249)
(44,430)

(Loss)/profit before taxation
  
(1,800,456)
43,345

Tax on (loss)/profit
 10 
(211,625)
(41,636)

(Loss)/profit for the financial year
  
(2,012,081)
1,709

(Loss)/profit for the year attributable to:
  

Owners of the parent Company
  
(2,012,081)
1,709

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 18 to 35 form part of these financial statements.

Page 10

 
PMB CAPITAL LIMITED
REGISTERED NUMBER: 09762299

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
32,969
38,449

Investments
 13 
356,291
407,814

  
389,260
446,263

Current assets
  

Debtors: amounts falling due after more than one year
 14 
367,777
1,741,117

Debtors: amounts falling due within one year
 14 
1,639,215
3,077,867

Cash at bank and in hand
 15 
582,957
-

  
2,589,949
4,818,984

Creditors: amounts falling due within one year
 16 
(1,894,942)
(2,169,606)

Net current assets
  
 
 
695,007
 
 
2,649,378

Total assets less current liabilities
  
1,084,267
3,095,641

Provisions for liabilities
  

Deferred taxation
 18 
(8,242)
(7,535)

  
 
 
(8,242)
 
 
(7,535)

Net assets
  
1,076,025
3,088,106


Capital and reserves
  

Called up share capital 
 19 
2,650
2,650

Share premium account
 20 
1,779,002
1,779,002

Capital redemption reserve
 20 
24
24

Profit and loss account
 20 
(705,651)
1,306,430

  
1,076,025
3,088,106


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 October 2024.



J Evans
B von Buchwaldt
Director
Director

The notes on pages 18 to 35 form part of these financial statements.

Page 11

 
PMB CAPITAL LIMITED
REGISTERED NUMBER: 09762299

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
32,969
38,449

Investments
 13 
42,836
53,191

  
75,805
91,640

Current assets
  

Debtors: amounts falling due after more than one year
 14 
367,777
1,741,117

Debtors: amounts falling due within one year
 14 
1,639,215
3,077,867

Cash at bank and in hand
 15 
582,957
-

  
2,589,949
4,818,984

Creditors: amounts falling due within one year
 16 
(2,031,998)
(2,968,214)

Net current assets
  
 
 
557,951
 
 
1,850,770

Total assets less current liabilities
  
633,756
1,942,410

  

Provisions for liabilities
  

Deferred taxation
 18 
(8,242)
(7,535)

  
 
 
(8,242)
 
 
(7,535)

Net assets excluding pension asset
  
625,514
1,934,875

Net assets
  
625,514
1,934,875


Capital and reserves
  

Called up share capital 
 19 
2,650
2,650

Share premium account
 20 
1,779,002
1,779,002

Capital redemption reserve
 20 
24
24

Profit and loss account brought forward
  
153,199
455,050

Loss/(profit) for the year
  
(1,309,361)
198,239

Dividends

  

-
(500,090)

Profit and loss account carried forward
  
(1,156,162)
153,199

  
625,514
1,934,875


Page 12

 
PMB CAPITAL LIMITED
REGISTERED NUMBER: 09762299
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 October 2024.




J Evans
B von Buchwaldt
Director
Director

The notes on pages 18 to 35 form part of these financial statements.

Page 13

 
PMB CAPITAL LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023 (as previously stated)
2,640
1,770,128
24
1,325,034
3,097,826

Prior year adjustment
10
8,874
-
(18,604)
(9,720)

At 1 January 2023 (as restated)
2,650
1,779,002
24
1,306,430
3,088,106



Loss for the year
-
-
-
(2,012,081)
(2,012,081)


At 31 December 2023
2,650
1,779,002
24
(705,651)
1,076,025


The notes on pages 18 to 35 form part of these financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Capital redemption reserve
Fair value reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 January 2022
2,267
1,452,099
24
188,753
1,616,058
3,259,201



Profit for the year
-
-
-
-
1,709
1,709

Dividends
-
-
-
-
(500,090)
(500,090)

Shares issued during the year
383
326,903
-
-
-
327,286

Transfer to/from profit and loss account
-
-
-
(188,753)
188,753
-


At 31 December 2022
2,650
1,779,002
24
-
1,306,430
3,088,106


The notes on pages 18 to 35 form part of these financial statements.

Page 14

 
PMB CAPITAL LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023 (as previously stated)
2,640
1,770,128
24
171,803
1,944,595

Prior year adjustment - correction of error
10
8,874
-
(18,604)
(9,720)

At 1 January 2023 (as restated)
2,650
1,779,002
24
153,199
1,934,875



Loss for the year
-
-
-
(1,309,361)
(1,309,361)


At 31 December 2023
2,650
1,779,002
24
(1,156,162)
625,514


The notes on pages 18 to 35 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
2,267
1,452,099
24
455,050
1,909,440



Profit for the year
-
-
-
198,239
198,239

Dividends
-
-
-
(500,090)
(500,090)

Shares issued during the year
383
326,903
-
-
327,286


At 31 December 2022
2,650
1,779,002
24
153,199
1,934,875


The notes on pages 18 to 35 form part of these financial statements.

Page 15

 
PMB CAPITAL LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(2,012,081)
1,709

Adjustments for:

Depreciation of tangible assets
10,152
11,122

Fair value movements on fixed asset investments
41,168
338,676

Loss on disposal of fixed asset investments
10,355
-

Interest paid
188,249
44,430

Taxation charge
210,918
41,636

Decrease in debtors
2,378,534
296,150

Decrease/(increase) in amounts owed by groups
433,458
(11,788)

(Decrease) in creditors
(413,486)
(484,658)

(Decrease) in provisions
707
(35,863)

Corporation tax (paid)
(906,603)
(9,501)

Net cash generated from operating activities

(58,629)
191,913


Cash flows from investing activities

Purchase of tangible fixed assets
(4,672)
(9,915)

Net cash from investing activities

(4,672)
(9,915)

Cash flows from financing activities

Issue of ordinary shares
-
327,286

Other new loans
1,110,000
-

Repayment of other loans
(357,500)
-

Dividends paid
-
(500,090)

Interest paid
(106,242)
(21,791)

Net cash used in financing activities
646,258
(194,595)

Net increase/(decrease) in cash and cash equivalents
582,957
(12,597)

Cash and cash equivalents at beginning of year
-
12,597

Cash and cash equivalents at the end of year
582,957
-


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
582,957
-


Page 16

 
PMB CAPITAL LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

-

582,957

582,957

Debt due within 1 year

(100,371)

(867,059)

(967,430)


(100,371)
(284,102)
(384,473)

The notes on pages 18 to 35 form part of these financial statements.

Page 17

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

PMB Capital Limited is a private company limited by shares and is incorporated in England and Wales. The company's registered office address is 49 St James's Street, London, SW1A 1JT.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income and Statement of cash flows in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The financial statements have prepared the accounts on the going concern basis. The directors have considered the forecasts prepared for at least twelve months from the balance sheet date, and the directors consider it appropriate to prepare the accounts on a going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate 
Page 18

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.4
Foreign currency translation (continued)

when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 19

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 20

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures and fittings
-
25%
reducing balance
Office equipment
-
25%
reducing balance

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.

Impairment of tangible fixed assets

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 21

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Page 22

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 23

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the process of applying its accounting policies, the Group is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available. These judgements, estimates and assumptions affect the amounts of revenues and expenses recognised during the reporting periods presented.

On an ongoing basis, the Group evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known.

The directors consider the following to be significant areas of judgment or key sources of estimation uncertainty:

Accruals
Estimation is required to determine the extent of various liabilities incurred during the year and still due at the year end.

Valuation of fixed asset investments
Judgment on behalf of the directors and estimates are required to determine the fair value of investments and as such, to what extent the carrying amount differs from that fair value.

Page 24

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

M&A advisory fees
4,887,141
1,768,663

Investment advisor fees
479,306
558,135

5,366,447
2,326,798


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
2,193,405
368,834

Rest of the world
3,173,042
1,957,964

5,366,447
2,326,798



5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Exchange differences
46,272
(80,143)

Other operating lease rentals
274,492
303,418


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
16,000
8,000

Page 25

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
1,153,328
823,108
1,153,328
823,108

Social security costs
153,264
81,019
153,264
81,019

Cost of defined contribution scheme
17,001
6,752
17,001
6,752

1,323,593
910,879
1,323,593
910,879


The average monthly number of employees, including the directors, during the year across both the Group and Company was 12 (2022: 12). Additionally, as at year end the Group and Company had 12 (2022: 12) further non salaried contractors and senior advisors assisting with Group operations.


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
191,725
238,250

Group contributions to defined contribution pension schemes
10,160
-

201,885
238,250


During the year retirement benefits were accruing to 2 directors (2022 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £66,608 (2022 - £63,750).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).


9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
30
-

Other loan interest payable
150,063
-

Other interest payable
38,156
44,430

188,249
44,430

Page 26

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
210,918
77,499


Total current tax
210,918
77,499

Deferred tax


Origination and reversal of timing differences
707
(35,863)

Total deferred tax
707
(35,863)


Tax on (loss)/profit
211,625
41,636

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the applicable rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(1,800,456)
43,345


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(423,107)
8,236

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
635,453
9,245

Capital allowances for year in excess of depreciation
1,288
(336)

Utilisation of tax losses
(1,650)
1,334

Other tax charge on exceptional items
-
59,020

Other differences leading to an increase (decrease) in the tax charge
707
(35,863)

Marginal relief
(1,066)
-

Total tax charge for the year
211,625
41,636


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 27

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Exceptional items

2023
2022
£
£


Loss in relation to fraudulent activities and related professional fees
3,439,275
-


12.


Tangible fixed assets

Group and Company






Fixtures and fittings
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
38,369
78,348
116,717


Additions
362
4,310
4,672


Transfers between classes
827
(827)
-



At 31 December 2023

39,558
81,831
121,389



Depreciation


At 1 January 2023
25,412
52,856
78,268


Charge for the year
3,314
6,838
10,152


Transfers between classes
618
(618)
-



At 31 December 2023

29,344
59,076
88,420



Net book value



At 31 December 2023
10,214
22,755
32,969



At 31 December 2022
12,957
25,492
38,449

Page 28

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Group





Investments in subsidiary companies
Other fixed asset investments
Total

£
£
£



Cost or valuation


At 1 January 2023 (as previously stated)
60,506
355,023
415,529


Prior Year Adjustment

(7,715)
-
(7,715)


At 1 January 2023 (as restated)
52,791
355,023
407,814


Disposals
(10,355)
-
(10,355)


Revaluations
-
(41,168)
(41,168)



At 31 December 2023
42,436
313,855
356,291




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
53,191


Disposals
(10,355)



At 31 December 2023
42,836





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Holding

BLMS Capital Ltd
United Kingdom
100%
PMB Invest GP I S.a.r.l
Luxembourg
100%
PMB Capital GmbH
Germany
100%
PMB Invest MLP I S.a.r.l.
Luxembourg
100%

Page 29

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

BLMS Capital Ltd
450,910
47,279

PMB Invest GP I S.a.r.l
106,860
78,124

PMB Capital GmbH
21,566
-

PMB Invest MLP I S.a.r.l.
(18,017)
(3,333)

For the year ending 31 December 2023, BLMS Capital Limited was entitled to exemption from audit under s479A of the Companies Act 2006 relating to subsidiaries. The parent company has given the guarantee to the subsidiary for the financial period.
For the year ended 31 December 2023, PMB Capital GmbH has been excluded from the consolidation on the grounds of being dormant throughout the period. PMB Invest GP I S.a.r.l and PMB Invest MLP I S.a.r.l have been excluded due to restritctions on the parent's ability to exercise its rights over the operations of these entities.


14.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Other debtors
367,777
1,741,117
367,777
1,741,117


Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
68,263
124,826
68,263
124,826

Amounts owed by group undertakings
51,172
495,931
51,172
495,931

Other debtors
1,391,985
2,059,935
1,391,985
2,059,935

Prepayments and accrued income
127,795
397,175
127,795
397,175

1,639,215
3,077,867
1,639,215
3,077,867


Page 30

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
582,957
-
582,957
-



16.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Other loans
575,900
-
575,900
-

Trade creditors
207,346
509,243
207,346
509,243

Amounts owed to group undertakings
-
-
246,835
1,404,524

Corporation tax
130,259
792,799
20,480
186,883

Other taxation and social security
61,282
372,978
61,282
372,978

Other creditors
459,176
148,905
459,176
148,905

Accruals and deferred income
460,979
345,681
460,979
345,681

1,894,942
2,169,606
2,031,998
2,968,214



The following liabilities were secured:
Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
160,488
-
160,488
-

Details of security provided:

A balance of £160,488 (2022: £Nil) was secured by a fixed charge over various assets of PMB Capital Limited and a floating charge over the remainder of the Company's assets. The loan was also personally guaranteed by the directors of the company. The balance was repaid in its entirety in March 2024.

Page 31

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Financial instruments

Group
Group
2023
2022
£
£

Financial assets

Financial assets measured at fair value through profit or loss
313,855
355,023




Financial assets measured at fair value through profit or loss comprise fixed asset investments held in unlisted Companies.
The fair value of the investments in unlisted Companies have been determined by using a share of net asset method. The valuations have been carried out in the year ended 31 December 2023 by internal CPA qualified members of the unlisted entities and the values are shown above.


18.


Deferred taxation


Group





2023


£






At beginning of year
(7,535)


Charged to profit or loss
(707)



At end of year
(8,242)

Page 32

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
18.Deferred taxation (continued)

Company




2023


£






At beginning of year
(7,535)


Charged to profit or loss
(707)



At end of year
(8,242)

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
(8,242)
(7,535)
(8,242)
(7,535)

(8,242)
(7,535)
(8,242)
(7,535)


19.


Share capital

As restated
2023
2022
£
£
Allotted, called up and fully paid



40,000 (2022 - 40,000) Ordinary A shares of £0.01 each
400
400
73,358 (2022 - 73,358) Ordinary B shares of £0.01 each
734
734
151,593 (2022 - 151,593) Ordinary C shares of £0.01 each
1,516
1,516

2,650

2,650


Page 33

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Reserves

Share premium account

The share premium account represents the amount paid for share capital above the nominal value.

Revaluation reserve

The revaluation reserve comprised the fair value movements on fixed asset investments above initial cost.

Capital redemption reserve

The capital redemption reserve comprises amounts previously held as the nominal value of share capital

Profit and loss account

The profit and loss account comprises the balance of profits accumulated over the life of the Group.


21.


Prior year adjustment

The notes below break down the prior period adjustments have been made within these financial statements.

The fixed asset investments held within the Company have been corrected for the following misstatements:

The investment in PMB Capital GmbH has been corrected to reflect the 100% shareholding in the subsidiary undertaking.

The investment in PMB Master I S.a.r.l has been removed to correct the loan given to incorporate the entity rather than investment in share capital.

The overall impact of the two adjustments above is a reduction in the fixed asset investments of £7,715, a reduction in current assets of £10,889 and an overall reduction in the opening profit and loss reserves of £18,604.

The share capital has also been restated for the shares stated as cancelled in the prior year not actually cancelled. This was posted to agree to the latest shareholdings as per the Companies House and Company shareholding records.

The overall impact of this is an increase in the share capital of £10, an increase in the share premium of £37,820, with a corresponding reduction in the net assets through other debtors and creditors.


22.


Contingent liabilities

The Company had in place a contingent liability of EUR 5.8m potentially due to Limited Partners in PMB Invest Fund I SCSp, the Luxembourg based fund managed by PMB’s subsidiary, PMB Invest GP I S.a.r.l.. This is in relation to the material event in February 2023. Post year end, this was satisfied and therefore it is known that the contingent liability will not materialise.

Page 34

 
PMB CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £10,841 (2022 - £6,752). Contributions totalling £1,062 (2022 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
250,300
250,300
250,300
250,300

Later than 1 year and not later than 5 years
164,267
414,567
164,267
414,567

414,567
664,867
414,567
664,867


25.


Related party transactions

Included in Group and Company other creditors is a balance of £225,462 (2022: £Nil) due to directors. This balance attracts interest at a market rate. Also included in other creditors is a further balance of £189,754  (2022: Nil) due to directors and a separate balance of £42,400 (2022: £1,213,685) due from directors. These further balances attract no interest.


26.


Controlling party

The Group has no ultimate controlling party.

 
Page 35