REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
1 DECEMBER 2022 TO 31 DECEMBER 2023 |
FOR |
SAM CAPITAL PARTNERS LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
1 DECEMBER 2022 TO 31 DECEMBER 2023 |
FOR |
SAM CAPITAL PARTNERS LIMITED |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Period 1 December 2022 to 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Income Statement | 10 |
Other Comprehensive Income | 11 |
Balance Sheet | 12 |
Statement of Changes in Equity | 13 |
Cash Flow Statement | 14 |
Notes to the Cash Flow Statement | 15 |
Notes to the Financial Statements | 17 |
SAM CAPITAL PARTNERS LIMITED |
COMPANY INFORMATION |
for the Period 1 December 2022 to 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
STRATEGIC REPORT |
for the Period 1 December 2022 to 31 December 2023 |
The Director presents the strategic report and the audited financial statements of SAM Capital Partners Limited ("the Company") for the period ended 31 December 2023. |
PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS |
During the period ended 31 December 2023 the Company earned no revenue, however the Director has continued to develop its Corporate Finance and Advisory business whilst managing the launch of its own investment fund. |
The Company was authorised by the Financial Conduct Authority ("FCA") to conduct investment business on 20 August 2007. |
The Company made a loss for the year of £86,818 (2022: £18,671). The increase in loss for the period to 31 December 2023 compared to the year ended 30 November 2022 is due to a reduction in revenue. The impact of this has been mitigated by a decrease in administrative expenses. |
There are no planned significant changes in the principal activity of the Company. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risk to the Company is its ability to gain and retain investors to facilitate its planned fund launches and begin increasing its revenue to meet its ongoing costs and regulatory requirements. |
The Company is exposed to credit, liquidity and market risk. |
a) Credit risk |
The Company's exposure to credit risk arises from its cash balances and receivables. Cash balances are held at highly rated banking institutions based in UK. Receivables at the date of the Statement of Financial Position relate to prepayments, amounts due from related parties and recoverable VAT. |
b) Liquidity risk |
The Company's operating model results in unavoidable fixed expenditure being relatively low which mitigates the risk of future cash flow issues. |
The Company's exposure to liquidity risk arises from its obligation to trade and other creditors. At the date of Statement of Financial Position all creditors were payable on demand and the Company maintains sufficient liquid resources to pay its financial liabilities as they arise, taking account of the long term nature of amounts due to group undertakings. |
c) Market risk |
The Company does not have any direct exposure to interest rate risk or price risk. The Company has minimal exposure to foreign exchange risk as a result of income and expenses incurred in foreign currencies. Foreign exchange risk is closely monitored by the Director to ensure that the level of exposure remains low. |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
STRATEGIC REPORT |
for the Period 1 December 2022 to 31 December 2023 |
KEY PERFORMANCE INDICATORS |
Key performance indicators are attracting and retaining investors, and the level of assets under management, in funds to which the Company is investment manager. Also, the number and value and successful completion of contracts for the provision of advisory services. |
ON BEHALF OF THE BOARD: |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
REPORT OF THE DIRECTORS |
for the Period 1 December 2022 to 31 December 2023 |
The directors present their report with the financial statements of the company for the period 1 December 2022 to 31 December 2023. |
DIVIDENDS |
The Director does not recommend a dividend be paid for the year ended 30 November 2023 (2022: £nil). |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTOR |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements 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 company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
REPORT OF THE DIRECTORS |
for the Period 1 December 2022 to 31 December 2023 |
AUDITORS |
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SAM CAPITAL PARTNERS LIMITED |
Opinion |
We have audited the financial statements of Sam Capital Partners Limited (the 'company') for the period ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months and one day 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. |
Emphasis of matter - Recoverability of debtors |
We draw attention to note 8 to the financial statements which describe the arrangements made by the company with the immediate parent company, SAM Capital (Cayman) Limited, to reimburse the company for any losses that may be incurred in respect of irrecoverable amounts currently included within the recoverable fund set up costs of £649,221 which are included in debtors, should the related funds not be launched. |
Our opinion is not modified in respect of this matter. |
Emphasis of matter - going concern |
We draw attention to note 2 to the financial statements which describes the basis of preparing the financial statements. The ultimate owner of the company (who is also a director) has provided a commitment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period in excess of 12 months and 1 day from the date of signing of the audit report attached to these financial statements. This commitment has been provided on the basis that the director has sufficient assets available and can make them liquid or borrow against them within a sufficient timeframe, as and when the company requires his support. As a result of this, the director has continued to adopt the going concern basis in preparing these financial statements. |
Our opinion is not modified in respect of this matter. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SAM CAPITAL PARTNERS LIMITED |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors that are inconsistent with our overall view of the financial statements. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SAM CAPITAL PARTNERS LIMITED |
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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. |
Identifying and assessing potential irregularities, including fraud |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
- Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration. |
- Enquiring of management concerning policies and procedures relating to complying with laws and regulations and whether there were any instances of non-compliance. |
- Enquiring of management concerning policies and procedures relating to mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud. |
- Discussion within the engagement team regarding how and where fraud may occur in the financial statements. We identified the following area as most likely to be susceptible to fraud: |
o Management override |
- Discussing within the engagement team, the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and FCA regulations. |
Audit response to the risks identified |
As noted above, we identified management override as the matter that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following: |
- Testing the appropriateness of journal entries and other adjustments for business rationale and assessing whether these are indicative of potential bias. |
Further, we also identified compliance with the Companies Act 2006, UK tax legislation and FCA regulations as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following: |
- Review the disclosures on the financial statements whilst testing supporting documentation in assessing compliance with Companies Act 2006; |
- Safeguard review of financial statements by a Chartered Accountant who is independent of the audit team; |
- Safeguard review of tax computations by a person qualified as a CTA or equivalent not on the engagement team; and |
- We have reviewed FCA filing requirements, to ensure filings are being made and recalculate the key metrics that required to be met under FCA regulations. |
The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
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 Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SAM CAPITAL PARTNERS LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
INCOME STATEMENT |
for the Period 1 December 2022 to 31 December 2023 |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
(86,828 | ) | (22,313 | ) |
Other operating income |
OPERATING LOSS | 4 | ( |
) | ( |
) |
Interest receivable and similar income |
(86,818 | ) | (16,667 | ) |
Interest payable and similar expenses | 5 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 6 |
LOSS FOR THE FINANCIAL PERIOD | ( |
) | ( |
) |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
OTHER COMPREHENSIVE INCOME |
for the Period 1 December 2022 to 31 December 2023 |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
Notes | £ | £ |
LOSS FOR THE PERIOD | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
( |
) |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
BALANCE SHEET |
31 December 2023 |
31.12.23 | 30.11.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 7 |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Other reserves | 13 |
Retained earnings | 13 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
STATEMENT OF CHANGES IN EQUITY |
for the Period 1 December 2022 to 31 December 2023 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
Balance at 1 December 2021 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 30 November 2022 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 | ( |
) |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
CASH FLOW STATEMENT |
for the Period 1 December 2022 to 31 December 2023 |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) | ( |
) |
Interest paid | ( |
) |
Net cash from operating activities | ( |
) | ( |
) |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) |
Interest received |
Net cash from investing activities | ( |
) |
Cash flows from financing activities |
Amount introduced by directors | 21,511 | 44,994 |
Net cash from financing activities |
(Decrease)/increase in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of period |
2 |
1,656 |
Cash and cash equivalents at end of period | 2 | 3 | 5,305 |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
NOTES TO THE CASH FLOW STATEMENT |
for the Period 1 December 2022 to 31 December 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
£ | £ |
Loss before taxation | ( |
) | ( |
) |
Depreciation charges |
Loss on disposal of fixed assets |
Finance costs | - | 2,004 |
Finance income | (10 | ) | - |
(86,216 | ) | (14,880 | ) |
Decrease in trade and other debtors |
Increase/(decrease) in trade and other creditors | ( |
) |
Cash generated from operations | ( |
) | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 31 December 2023 |
31.12.23 | 1.12.22 |
£ | £ |
Cash and cash equivalents | 3 | 5,305 |
Year ended 30 November 2022 |
30.11.22 | 1.12.21 |
£ | £ |
Cash and cash equivalents | 5,305 | 1,656 |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
NOTES TO THE CASH FLOW STATEMENT |
for the Period 1 December 2022 to 31 December 2023 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.12.22 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 5,305 | (5,302 | ) | 3 |
5,305 | ( |
) | 3 |
Debt |
Debts falling due within 1 year | (49,046 | ) | - | (49,046 | ) |
(49,046 | ) | - | (49,046 | ) |
Total | (43,741 | ) | (5,302 | ) | (49,043 | ) |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Period 1 December 2022 to 31 December 2023 |
1. | STATUTORY INFORMATION |
Sam Capital Partners Limited is a |
The company's accounting year-end was changed to 31 December to align with reporting requirements. As a result, the comparatives are not entirely comparable. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared on the going concern basis. The ultimate owner of the company (who is also a director) has provided a commitment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for a period in excess of 12 months and 1 day from the date of signing of the audit report attached to these financial statements. This commitment has been provided on the basis that the director has sufficient assets available and can make them liquid or borrow against them within a sufficient timeframe, as and when the company requires his support. |
As a result of this, the director has continued to adopt the going concern basis in preparing these financial statements. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover 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 the following conditions are satisfied: |
- the amount of turnover can be measured reliably; |
- it is probable that the Company will receive the consideration due under 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. |
Tangible fixed assets |
Tangible fixed assets are recognised at cost less any accumulated depreciation. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life: |
Computer equipment - Straight line over 3 years. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 1 December 2022 to 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Financial instruments |
Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102. |
3. | EMPLOYEES AND DIRECTORS |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
£ | £ |
Wages and salaries |
Social security costs |
The average number of employees during the period was as follows: |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
Administration |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
£ | £ |
Director's remuneration |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 1 December 2022 to 31 December 2023 |
4. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
£ | £ |
Other operating leases |
Depreciation - owned assets |
Loss on disposal of fixed assets |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
£ | £ |
Bank interest |
6. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period ended 31 December 2023 nor for the year ended 30 November 2022. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1.12.22 |
to | Year Ended |
31.12.23 | 30.11.22 |
£ | £ |
Loss before tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of (2022 - |
( |
) |
( |
) |
Effects of: |
Expenses not deductible for tax purposes |
Depreciation in excess of capital allowances |
Unutilised trading losses |
Total tax charge | - | - |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 1 December 2022 to 31 December 2023 |
7. | TANGIBLE FIXED ASSETS |
Computer |
equipment |
£ |
COST |
At 1 December 2022 |
and 31 December 2023 |
DEPRECIATION |
At 1 December 2022 |
Charge for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 30 November 2022 |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 30.11.22 |
£ | £ |
Recoverable fund setup expense |
VAT |
Prepayments and accrued income |
Debtors includes an amount of £649,221 (2022: £649,222) due from the fund, in respect of recoverable fund setup expenses. The company has obtained confirmation from its immediate parent company, SAM Capital (Cayman) Limited of its intention to reimburse the Company in the event that these amounts become irrecoverable as a result of the funds not being launched. |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 30.11.22 |
£ | £ |
Bank loans and overdrafts (see note 10) |
Trade creditors |
Social security and other taxes |
Other creditors |
Directors' loan accounts |
Accruals and deferred income |
The following loans are included within other creditors at 31 December 2023. |
- £50,000 (2022: £50,000) due to Newgen Holdings Private Limited which is unsecured, non-interest bearing and repayable on demand. |
- £193,689 (2022: £193,689) due to Tutamentum Limited that is secured by a floating charge over the Company's assets. The loan is non-interest bearing, repayable on demand. |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 1 December 2022 to 31 December 2023 |
10. | LOANS |
An analysis of the maturity of loans is given below: |
31.12.23 | 30.11.22 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
The loan due to Barclays Bank UK PLC is unsecured and non-interest bearing. |
11. | SECURED DEBTS |
See note 9 to the financial statements which details loans secured on the company's assets. |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 30.11.22 |
value: | £ | £ |
Ordinary | £0.1 | 1,170,000 | 1,170,000 |
Non-cumulative redeemable |
preference shares | £0.1 | 1,010,000 | 1,010,000 |
2,180,000 | 2,180,000 |
Ordinary shareholders have equal rights to one vote per share and a right to dividends. |
Preference shares are redeemable by the company. |
13. | RESERVES |
Retained | Other |
earnings | reserves | Totals |
£ | £ | £ |
At 1 December 2022 | ( |
) | (2,086,099 | ) |
Deficit for the period | ( |
) | ( |
) |
At 31 December 2023 | ( |
) | (2,172,917 | ) |
The Other Reserves balance relates to a capital contribution made by the director Dietmar Schmitt. |
14. | ULTIMATE PARENT COMPANY |
The immediate and ultimate parent company is Cayman Islands with registered office at Grand Pavilion, 802 West Bay Road, Grand Cayman, KY1-9006, Cayman Islands. Consolidated accounts are not publicly available. |
SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 1 December 2022 to 31 December 2023 |
15. | POST BALANCE SHEET EVENTS |
Subsequent to the year end, the company entered into a settlement agreement with an ex-landlord. As a result, the company had to settle an amount of £100,000. The liability is included within creditors due within one year and the administrative expenses for the year includes £42,495 expense in respect of the settlement. |
16. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is a discretionary trust of which members are beneficiaries. |
17. | RELATED PARTY TRANSACTIONS |
During the period ended 31 December 2023 Dietmar Schmitt, the company's director, has paid net expenses on behalf of the Company amounting to £21,511 (2022: £27,049) and advanced £Nil (2022: £17,945) to the Company. As at 31 December 2023 the balance due to Dietmar Schmitt is £158,922 (2022: £137,411). This amount is repayable on demand and is non-interest bearing. |
At 31 December 2023 Dietmar Schmitt's capital contribution was £32,500 (2022: £32,500). |
During the period ended 31 December 2023, the Company was repaid £Nil (2022: £16,210) by SAM Capital Delta Fund, a related party due to common ownership. As at 31 December 2023, SAM Capital Delta Fund owed the Company £306,719 (2022: £306,719). This amount is included in "Recoverable fund setup expense", and is payable on demand and non-interest bearing. |
During the period ended 31 December 2023 the Company was repaid £Nil (2022: £16,210) by SAM Capital Equity Fund, a related party due to common ownership. As at 31 December 2023, SAM Capital Equity Fund owed the Company £342,428 (2022: £342,428). This amount is included in "Recoverable fund setup expense", and is payable on demand and non-interest bearing. |
The key management personnel of the Company is the Director. Director's remuneration is disclosed in note 3. |
18. | FINANCIAL INSTRUMENTS |
The company's financial instruments can be analysed as follows: |
2023 | 2022 |
£ | £ |
Financial assets |
Financial assets measured at amortised cost | 649,563 | 655,045 |
Financial liabilities |
Financial liabilities measured at amortised cost | 595,895 | 526,019 |
Financial assets measured at amortised cost include cash, trade debtors and other debtors. |
Financial liabilities measured at amortised cost include bank loans and overdrafts, trade creditors, other creditors, director loans and accruals. |
Information regarding the company's exposure to risk is included in the Strategic Report. |