IRIS Accounts Production v24.3.2.46 06303367 Board of Directors 1.12.22 31.12.23 31.12.23 investment fund management. true false true true false false true false Ordinary 0.10000 Non-cumulative redeemable preference shares 0.10000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh063033672022-11-30063033672023-12-31063033672022-12-012023-12-31063033672021-11-30063033672021-12-012022-11-30063033672022-11-3006303367ns15:EnglandWales2022-12-012023-12-3106303367ns14:PoundSterling2022-12-012023-12-3106303367ns10:Director12022-12-012023-12-3106303367ns10:PrivateLimitedCompanyLtd2022-12-012023-12-3106303367ns10:FRS1022022-12-012023-12-3106303367ns10:Audited2022-12-012023-12-3106303367ns10:FullAccounts2022-12-012023-12-3106303367ns10:OrdinaryShareClass12022-12-012023-12-3106303367ns10:OrdinaryShareClass22022-12-012023-12-3106303367ns10:Director22022-12-012023-12-3106303367ns10:Director32022-12-012023-12-3106303367ns10:RegisteredOffice2022-12-012023-12-3106303367ns5:CurrentFinancialInstruments2023-12-3106303367ns5:CurrentFinancialInstruments2022-11-3006303367ns5:ShareCapital2023-12-3106303367ns5:ShareCapital2022-11-3006303367ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3106303367ns5:FurtherSpecificReserve1ComponentTotalEquity2022-11-3006303367ns5:RetainedEarningsAccumulatedLosses2023-12-3106303367ns5:RetainedEarningsAccumulatedLosses2022-11-3006303367ns5:ShareCapital2021-11-3006303367ns5:RetainedEarningsAccumulatedLosses2021-11-3006303367ns5:FurtherSpecificReserve1ComponentTotalEquity2021-11-3006303367ns5:RetainedEarningsAccumulatedLosses2021-12-012022-11-3006303367ns5:FurtherSpecificReserve1ComponentTotalEquity2021-12-012022-11-3006303367ns5:RetainedEarningsAccumulatedLosses2022-12-012023-12-3106303367ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-012023-12-3106303367ns5:OwnedAssets2022-12-012023-12-3106303367ns5:OwnedAssets2021-12-012022-11-3006303367ns5:ComputerEquipment2022-11-3006303367ns5:ComputerEquipment2022-12-012023-12-3106303367ns5:ComputerEquipment2023-12-3106303367ns5:ComputerEquipment2022-11-3006303367ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3106303367ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-11-3006303367ns5:CurrentFinancialInstruments2022-12-012023-12-3106303367ns10:OrdinaryShareClass12023-12-3106303367ns10:OrdinaryShareClass22023-12-3106303367ns5:RetainedEarningsAccumulatedLosses2022-11-3006303367ns5:FurtherSpecificReserve1ComponentTotalEquity2022-11-300630336712022-12-012023-12-31
REGISTERED NUMBER: 06303367 (England and Wales)













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: D R Schmitt
J Denham
A D Bollon





REGISTERED OFFICE: 4th Floor
27 Dover Street
London
W1S 4LZ





REGISTERED NUMBER: 06303367 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
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:





D R Schmitt - Director


17 January 2025

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
D R Schmitt held office during the whole of the period from 1 December 2022 to the date of this report.

Other changes in directors holding office are as follows:

J Denham and A D Bollon were appointed as directors after 31 December 2023 but prior to the date of this report.

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:




D R Schmitt - Director


17 January 2025

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.




James Clark (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

17 January 2025

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 - 182,870

Administrative expenses 86,828 205,183
(86,828 ) (22,313 )

Other operating income - 5,646
OPERATING LOSS 4 (86,828 ) (16,667 )

Interest receivable and similar income 10 -
(86,818 ) (16,667 )

Interest payable and similar expenses 5 - 2,004
LOSS BEFORE TAXATION (86,818 ) (18,671 )

Tax on loss 6 - -
LOSS FOR THE FINANCIAL PERIOD (86,818 ) (18,671 )

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 (86,818 ) (18,671 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(86,818

)

(18,671

)

SAM CAPITAL PARTNERS LIMITED (REGISTERED NUMBER: 06303367)

BALANCE SHEET
31 December 2023

31.12.23 30.11.22
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 7 604 1,216

CURRENT ASSETS
Debtors 8 650,530 661,918
Cash at bank and in hand 3 5,305
650,533 667,223
CREDITORS
Amounts falling due within one year 9 644,054 574,538
NET CURRENT ASSETS 6,479 92,685
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,083

93,901

CAPITAL AND RESERVES
Called up share capital 12 2,180,000 2,180,000
Other reserves 13 32,500 32,500
Retained earnings 13 (2,205,417 ) (2,118,599 )
SHAREHOLDERS' FUNDS 7,083 93,901

The financial statements were approved by the Board of Directors and authorised for issue on 17 January 2025 and were signed on its behalf by:





D R Schmitt - Director


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 2,180,000 (2,099,928 ) 32,500 112,572

Changes in equity
Total comprehensive income - (18,671 ) - (18,671 )
Balance at 30 November 2022 2,180,000 (2,118,599 ) 32,500 93,901

Changes in equity
Total comprehensive income - (86,818 ) - (86,818 )
Balance at 31 December 2023 2,180,000 (2,205,417 ) 32,500 7,083

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 (26,823 ) (37,998 )
Interest paid - (2,004 )
Net cash from operating activities (26,823 ) (40,002 )

Cash flows from investing activities
Purchase of tangible fixed assets - (1,343 )
Interest received 10 -
Net cash from investing activities 10 (1,343 )

Cash flows from financing activities
Amount introduced by directors 21,511 44,994
Net cash from financing activities 21,511 44,994

(Decrease)/increase in cash and cash equivalents (5,302 ) 3,649
Cash and cash equivalents at beginning of
period

2

5,305

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 (86,818 ) (18,671 )
Depreciation charges 612 741
Loss on disposal of fixed assets - 1,046
Finance costs - 2,004
Finance income (10 ) -
(86,216 ) (14,880 )
Decrease in trade and other debtors 11,388 34,559
Increase/(decrease) in trade and other creditors 48,005 (57,677 )
Cash generated from operations (26,823 ) (37,998 )

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 (5,302 ) 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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 - 39,167
Social security costs - 1,756
- 40,923

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 - 1

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 42,495 -
Depreciation - owned assets 612 741
Loss on disposal of fixed assets - 1,046
Auditors' remuneration 15,000 13,500
Foreign exchange differences (164 ) 1,465

5. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.12.22
to Year Ended
31.12.23 30.11.22
£    £   
Bank interest - 2,004

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 (86,818 ) (18,671 )
Loss multiplied by the standard rate of corporation tax in the UK of 19%
(2022 - 19%)

(16,495

)

(3,547

)

Effects of:
Expenses not deductible for tax purposes 8,806 -
Depreciation in excess of capital allowances 116 8
Unutilised trading losses 7,573 3,539
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 1,342
DEPRECIATION
At 1 December 2022 126
Charge for period 612
At 31 December 2023 738
NET BOOK VALUE
At 31 December 2023 604
At 30 November 2022 1,216

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 30.11.22
£    £   
Recoverable fund setup expense 649,221 649,222
VAT 970 12,178
Prepayments and accrued income 339 518
650,530 661,918

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) 49,046 49,046
Trade creditors 58,975 74,354
Social security and other taxes 48,159 48,519
Other creditors 289,688 247,194
Directors' loan accounts 158,922 137,411
Accruals and deferred income 39,264 18,014
644,054 574,538

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 49,046 49,046

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: £    £   
11,700,000 Ordinary £0.1 1,170,000 1,170,000
10,100,000 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 (2,118,599 ) 32,500 (2,086,099 )
Deficit for the period (86,818 ) (86,818 )
At 31 December 2023 (2,205,417 ) 32,500 (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 SAM Capital Partners (Cayman) Limited, a company incorporated in
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 Dietmar Schmitt, the Company's director, and family
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.