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Registered number: 14687007














LAGOPUS HOLDINGS LTD
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

 
LAGOPUS HOLDINGS LTD
 
 
COMPANY INFORMATION


Directors
W D Davies 
C Jones 




Registered number
14687007



Registered office
2nd Floor Connaught House
1-3 Mount Street

London

W1K 3NB




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
LAGOPUS HOLDINGS LTD
 

CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Statement of Financial Position
 
11
Company Statement of Financial Position
 
12
Consolidated Statement of Changes in Equity
 
13
Company Statement of Changes in Equity
 
14
Consolidated Statement of Cash Flows
 
15
Notes to the Financial Statements
 
16 - 28


 
LAGOPUS HOLDINGS LTD
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

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

Business review
 
Ptarmigan Capital Limited carries out asset management and other financial services and is 90% owned by its holding company Lagopus Holdings Ltd. Ptarmigan Capital (formerly HBS London Ltd) underwent a management buy-out on 30th June 2023 with a subsequent equity injection in July 2023.  As part of the buy-out, William Davies was appointed director and Chief Executive Officer and Charles Jones joined the firm as a director to fulfil the role of Chief Investment Officer.  HBS SA has retained a 10% stake in Ptarmigan Capital Ltd.  At the end of the year, Douglas Barnett joined Ptarmigan Capital as a director and Head of Investment Management.
The executives have been working on improving the firm’s investment performance and service capabilities to attract new clients and increase turnover.  This included the implementation of a new portfolio management system with additional in-built compliance functionality and a greatly expanded volume of in-house investment research.  The executives have capitalised on this progress to assemble a substantial pipeline of potential client assets and is working to convert prospective clients into active clients with a target of £150 million in client assets by the end of 2024.  If successful, the fees generated from these assets should be sufficient to allow the business to reach breakeven by the end of the year.
The directors have drawn minimal salary during 2023 to reduce operating costs until revenue has grown to a more sustainable level.

Principal risks and uncertainties
 
The group's operations expose it to a variety of non-financial and financial risks.  The directors have assessed the following risks as material, and also outline the key mitigations:
Revenue Shortfall:  Failure to grow revenue to offset high fixed overhead requirements could result in the issuance of additional equity, or a decision to wind down the subsidiary company.  To monitor this risk, the directors review monthly cash flows and performance against budget in order to make any decisions about the future capital requirements of the business in a timely manner.
Investment Performance:  Investment performance could be negatively affected by movements in exchange rates, credit risks, liquidity risk and interest rate risk.  Poor investment performance would negatively impact Ptarmigan Capital’s ability to retain and win business.  To address this risk, Ptarmigan Capital ensures that portfolio managers have the appropriate qualifications, investment research staff can demonstrate appropriate experience and qualifications before being permitted to make recommendations, and investment research staff and portfolio managers receive ongoing training.
Service Quality:  Poor service quality could negatively affect a client’s understanding of our investment activity.  This is mitigated by each client having a dedicated portfolio manager and a limit of 20 portfolio clients per portfolio manager which means that clients can contact portfolio managers directly via telephone or email and receive a swift response.
Administration:  Poor administrative quality could negatively affect a client’s confidence in Ptarmigan Capital’s ability to manage their assets.  Ptarmigan capital operates dual systems which are reconciled against each other on a daily basis to ensure accurate administration of client assets.  The firm also creates constraints within the portfolio management system to reduce the risk of errors in the administration of a client’s investments.
Failure of a Custodian:  Ptarmigan Capital uses external custodians to safeguard client assets and provide order execution services.  The directors review each custodian on an ongoing basis to ensure that they have sufficient regulatory capital, a low gearing ratio, a high level of return on equity, and no investment banking activity to minimise this risk.
 
Page 1

 
LAGOPUS HOLDINGS LTD
 

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


Compliance:  Ptarmigan Capital is regulated by the FCA and is required to comply with FCA regulations.  To mitigate the risk of compliance breaches, Ptarmigan Capital has engaged Thistle Initiatives as a compliance consultant to ensure ongoing compliance.
Cybercrime:  The firm takes cybersecurity extremely seriously given the highly personal information which the firm must hold to meet with regulatory requirements.  The firm has worked closely with an external IT consultant to implement a range of cybersecurity protection measures covering multi-factor authentication, endpoint threat detection and response, automatic vulnerability tracking and patching, data encryption, server security, mail security and cloud app protection.
Integrity of Financial Markets:  To prevent financial crime and to preserve the integrity of financial markets, the Firm uses leading third-party Know-Your-Client (KYC) software to research the financial history of all our clients both prior to onboarding and on an ongoing basis.  Staff undertake regular Anti-Money Laundering training and Ptarmigan Capital’s portfolio management software monitors cash transactions within all portfolios in terms of magnitude and frequency and alerts the portfolio manager and Head of Compliance to any suspicious activity.

Financial key performance indicators
 
Operating profit margin and turnover are the key performance indicators. During the year under review, the turnover presents management fees as well as performance fees in the period ending 31st December 2023.
The group's turnover was £99,375. The group's operating loss was (£38,182) representing an operating margin of (38%).

Other key performance indicators
 
The directors believe that there are numerous non-financial performance indicators, but none are individually key to assessing the overall performance of the group.

Page 2

 
LAGOPUS HOLDINGS LTD
 

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

Directors' statement of compliance with duty to promote the success of the Group
 
The directors have acted in a way that promotes the success of the group for the benefit of its members and the group as a whole (having regard to the stakeholders and matters set out in S172(1) (a-f) of the Act) during the period ended on 31 December 2023.
In coming to this conclusion, the directors have considered the following:
• Consideration of long-term consequences are an inherent part of the group's decision-making processes. As a privately-owned group, the board considers that the interests of the group and its shareholders are aligned in seeking sustainable value creation over the longer term through the group's operations, promoting long term strategic decision-making.
• The group has continued throughout the year to provide employees with relevant information and to seek their views on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the group.
• The group operates in the Financial Sector which is a sector characterised by long term relationships with stakeholders and is driven largely by maintaining strong relationships. Maintaining a reputation for high standards of business conduct is vital and the group expects all parties with whom it transacts always act with integrity, openly, honestly and ethically. The group has zero tolerance to fraud and maintains effective oversight and scrutiny processes, executed with independence and impartiality.
• When taking decisions, the board considers the potential impact the decisions they take may have on the environmental and socially. Given the size of the business the impact of the group’s operations on the community and environment is not considerable.
• The integrity of the group is underpinned with policies in relation to bribery and corruption, data protection, equality, diversity, fraud and whistleblowing, each of which is reinforced through appropriate training.
• The directors are also shareholders of Lagopus Holdings Ltd, which owns 90% of Ptarmigan Capital Limited. They believe that their interests are aligned with that of the group.


This report was approved by the board on 31 October 2024 and signed on its behalf.



W D Davies
Director

Page 3

 
LAGOPUS HOLDINGS LTD
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

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

Directors

The directors who served during the period were:

W D Davies (appointed 24 February 2023) 
C Jones (appointed 29 June 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 period, after taxation and minority interests, amounted to £34,926.

No dividends were paid during the year.

Future developments

The directors consider the Group is well placed and capitalised for future developments. 

Page 4

 
LAGOPUS HOLDINGS LTD
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 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.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Sopher + Co LLP, were appointed during the year. Under section 487(2) of the Companies Act 2006Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 31 October 2024 and signed on its behalf.
 





W D Davies
Director

Page 5

 
LAGOPUS HOLDINGS LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAGOPUS HOLDINGS LTD
 

Opinion


We have audited the financial statements of Lagopus Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, 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 period 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

 
LAGOPUS HOLDINGS LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAGOPUS HOLDINGS LTD (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 period 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

 
LAGOPUS HOLDINGS LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAGOPUS HOLDINGS LTD (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:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the financial services sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment and regulations set by the Financial Conduct Authority.
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
understanding the design of the Company’s remuneration policies.

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

tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

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

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC.

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.
 
Page 8

 
LAGOPUS HOLDINGS LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAGOPUS HOLDINGS LTD (CONTINUED)

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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


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.





Martyn Atkinson FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

31 October 2024
Page 9

 
LAGOPUS HOLDINGS LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023

Period ended 31 Decemeber 2023
Note
£

  

Turnover
 4 
99,375

Cost of sales
  
(3,312)

Gross profit
  
96,063

Administrative expenses
  
(134,245)

Loss before taxation
 5 
(38,182)

Tax on (loss)
 9 
-

Loss for the financial period
  
(38,182)

(Loss) for the period attributable to:
  

Non-controlling interests
  
(3,256)

Owners of the parent Company
  
(34,926)

  
(38,182)

The notes on pages 16 to 28 form part of these financial statements.

Page 10

 
LAGOPUS HOLDINGS LTD
REGISTERED NUMBER:14687007

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Intangible assets
 10 
23,101

Tangible assets
 11 
495

  
23,596

Current assets
  

Debtors: amounts falling due within one year
 13 
56,781

Cash at bank and in hand
  
87,439

  
144,220

Current liabilities
  

Creditors: amounts falling due within one year
 14 
(42,461)

Net current assets
  
 
 
101,759

Net assets
  
125,355


Capital and reserves
  

Called up share capital 
 16 
150,000

Profit and loss account
 17 
(34,926)

Non-controlling interests
  
10,281

  
125,355


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 October 2024.




W D Davies
Director

The notes on pages 16 to 28 form part of these financial statements.

Page 11

 
LAGOPUS HOLDINGS LTD
REGISTERED NUMBER:14687007

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 12 
146,802

  
146,802

Current assets
  

Cash at bank and in hand
  
3,051

  
3,051

Current Liabilities
  

Creditors: amounts falling due within one year
 14 
(3,599)

Net current liabilities
  
 
 
(548)

  

  

Net assets
  
146,254


Capital and reserves
  

Called up share capital 
 16 
150,000

Profit and loss account
  
(3,746)

  
146,254


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 October 2024.


W D Davies
Director

The notes on pages 16 to 28 form part of these financial statements.

Page 12

 
LAGOPUS HOLDINGS LTD
 

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


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£



Loss for the period
-
(34,926)
(34,926)
(3,256)
(38,182)

Non-controlling interest on acquisition of subsidiary
-
-
-
1,100
1,100

Shares issued during the period
150,000
-
150,000
-
150,000

Movements in non-controlling interest
-
-
-
12,437
12,437


At 31 December 2023
150,000
(34,926)
115,074
10,281
125,355

The notes on pages 16 to 28 form part of these financial statements.

Page 13

 
LAGOPUS HOLDINGS LTD
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£



Loss for the period
-
(3,746)
(3,746)

Shares issued during the period
150,000
-
150,000


At 31 December 2023
150,000
(3,746)
146,254

The notes on pages 16 to 28 form part of these financial statements.

Page 14

 
LAGOPUS HOLDINGS LTD
 

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

2023
£

Cash flows from operating activities

(Loss) for the financial period
(38,182)

Adjustments for:

Amortisation of intangible assets
1,873

Depreciation of tangible assets
654

(Increase) in debtors
(56,781)

Increase in creditors
42,461

Net cash generated from operating activities

(49,975)


Cash flows from investing activities

Purchase of intangible fixed assets
(24,974)

Purchase of tangible fixed assets
(433)

Purchase of fixed asset investments
(716)

Net cash from investing activities

(26,123)

Cash flows from financing activities

Issue of ordinary shares
150,000

Non controlling interest at acquisition and new shares purchased
13,537

Net cash used in financing activities
163,537

Net increase in cash and cash equivalents
87,439

Cash and cash equivalents at the end of period
87,439


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
87,439

87,439


Page 15

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Lagopus Holdings Limited is a private limited company incorporated in England and Wales. Its registered office address is at 2nd Floor Connaught House, 1-3 Mount Street, London, W1K 3NB. 
The company was incorporated on 24 February 2023.The principal activity of the company during the year was that of a holding company.

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 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 Statement of Financial Position, 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 been prepared on a going concern basis, the validity of which is dependent upon the continued support of the directors and shareholders. The directors are satisfied that adequate resources will continue to be made available for at least twelve months from the date of approval of these financial statements and that the group will be able to meet its working capital requirements for the foreseeable future. 
The group and company made a loss for the year and the company had net current liabilities at the Statement of Financial Position date. The directors expect to raise capital through external funding in Q2 of 2024 to provide working capital for the group for the near future. The directors are also willing and able to provide personal funds if required to support the group and company so that it will be able to carry on trading and meet its financial obligations as and when they fall due for at least twelve months from the date of approval of these financial statements. The financial statements have therefore been prepared on a going concern basis. 

Page 16

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is £ sterling.

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 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.

 
2.5

Turnover

Turnover represents management fees receivable on the provision of services net of value added tax. These fees are recognised in the period when the services are provided. Turnover is recognised when the amount of revenue can be reliably measured and when it is probable that future economic benefits will flow to the entity. 

 
2.6

Pensions

Defined contribution pension plan

The Group contributes to 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.7

Taxation

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 reporting date in the countries where the Company and the Group operate and generate income.

Page 17

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life which has been estimated as 10 years. 

 
2.9

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%
straight line

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.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 18

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Basic financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. 
Trade debtors, other debtors and loans to related parties are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other crediotrs and loans from related parties are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties. 
Cash and cash equivalents comprise cash balances and call deposits. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the groups’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.
In the preparation of these financial statements the directors have not needed to make judgements or estimates that are material to the group.


4.


Turnover

The whole of the turnover is attributable to the Group's principal activity.

Analysis of turnover by class of business:

Period ended 31 December 2023
£

Investment Management fees
99,375

99,375


All turnover arose within the United Kingdom.

Page 19

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Operating (loss)/profit

The operating (loss) is stated after charging:

Period ended 31 December 2023
£

Depreciation of tangible fixed assets
491

Exchange differences
149

Defined contribution pension costs
900


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


Period ended 31 December 2023
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
3,600

Fees payable to the Company's auditors and their associates in respect of:

The auditing of accounts of associates of the Company
5,250

All non-audit services not included above
5,544

Page 20

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

7.


Employees

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


Group
2023
£


Wages and salaries
9,000

Social security costs
1,166

Cost of defined contribution scheme
900

11,066


The average monthly number of employees, including the directors, during the period was as follows:


        2023
            No.






Directors
3


8.


Directors' remuneration

Period ended 31 December 2023
£

Directors' emoluments
9,000

Group contributions to defined contribution pension schemes
900

9,900


During the period retirement benefits were accruing to 1 directors in respect of defined contribution pension schemes.

Page 21

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Taxation



Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

2023
£


(Loss) on ordinary activities before tax
(38,182)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
(7,255)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
356

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
228

Depreciation for period in excess of capital allowances
42

Unrelieved tax losses carried forward
6,629

Total tax charge for the period
-


Factors that may affect future tax charges

At the reporting date the group has estimated tax losses of £36,025 available to carry forward and use against future taxable profits, which have been carried forward to offset agains future trading profits. No deferred tax asset has been recognised as there is insufficient evidence to ascertain its recoverability.
From 1 April 2023 the rate of corporation tax will remain at 19% for companies with an annual profit of £50,000 or less, increase to 25% for companies with an annual profit of £250,000. These thresholds are divided by the number of associated companies. 

Page 22

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

10.


Intangible assets

Group 




Goodwill

£



Cost


Additions
24,974



At 31 December 2023

24,974



Amortisation


Charge for the period on owned assets
1,873



At 31 December 2023

1,873



Net book value



At 31 December 2023
23,101



Page 23

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Tangible fixed assets

Group






Computer equipment

£



Cost


Additions
433


Acquisition of subsidiary
716



At 31 December 2023

1,149



Depreciation


Charge for the period on owned assets
654



At 31 December 2023

654



Net book value



At 31 December 2023
495


12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost 


Additions
146,802



At 31 December 2023
146,802




Page 24

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Ptarmigan Capital Limited
2nd Floor Connaught House, 1-3 Mount Street, London, W1K 3NB
Ordinary
90%

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

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

Ptarmigan Capital Limited
102,802
(43,417)


13.


Debtors

Group
2023
£


Other debtors
7,088

Prepayments and accrued income
49,693

56,781



14.


Creditors: Amounts falling due within one year

Group
Company
2023
2023
£
£

Trade creditors
24,490
-

Accruals and deferred income
17,971
3,599

42,461
3,599



15.


Financial instruments






There are no assets measured at fair value through profit or loss.

Page 25

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

16.


Share capital

2023
£
Allotted, called up and fully paid


150,000 Ordinary shares of £1.00 each
150,000


On incorporation the company initially issued 3 ordinary shares of £1 at par. 
Subsequently, the company issued additional 149,997 ordinary shares of £1 each at par. 


17.


Reserves

Profit and loss account

The profit and loss reserve contains the cumultive balance of retained profit & losses since the group started trading

18.


Analysis of net debt



Cash flows
At 31 December 2023
£

£

Cash at bank and in hand

87,439

87,439


87,439
87,439

Page 26

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

19.
 

Business combinations

On 1 April 2023 Lagopus Holdings Limited acquired 90% of Ptarmigan Capital Limited. 

Acquisition of Ptarmigan Capital Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
716
-
716

716
-
716

Current Assets

Debtors
50,803
-
50,803

Cash at bank and in hand
14,989
-
14,989

Total Assets
66,508
-
66,508

Creditors

Due within one year
(55,510)
-
(55,510)

Total Identifiable net assets
10,998
-
10,998


Non-controlling interests
(1,100)

Goodwill
24,974

Total purchase consideration
34,872

Consideration

£


Cash
20,362

Directly attributable costs
14,510

Total purchase consideration
34,872

Page 27

 
LAGOPUS HOLDINGS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

19.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
20,362

Directly attributable costs
14,510

34,872

Less: Cash and cash equivalents acquired
(14,989)

Net cash outflow on acquisition
19,883

The results of Ptarmigan Capital Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
99,375

(Loss) for the period since acquisition
(32,563)


20.


Pension commitments

The group contributes to a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £900. At the Statement of Financial Position date the company owed £nil to the pension fund.


21.


Controlling party

In the opinion of the directors the group does not have a controlling party.

 
Page 28