Company registration number 03564495 (England and Wales)
ATLANTIC-PACIFIC CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ATLANTIC-PACIFIC CAPITAL LIMITED
COMPANY INFORMATION
Directors
J Manley
A Hurst
R Elkhatib
A Bossone
R Awbery
Company number
03564495
Registered office
6th Floor
60. St. James's Street
London
SW1A 1LE
Auditor
BKL Audit LLP
Chartered Accountants
5 Fleet Place
London
EC4M 7RD
ATLANTIC-PACIFIC CAPITAL LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
ATLANTIC-PACIFIC CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
The principal activity of the company during the year was to market the services of the Atlantic-Pacific Capital Group in Europe.
These services comprise of capital raising for general partners and managers of private equity limited partnerships to institutional investors located principally in Europe. The company is authorized by the United Kingdom Financial Conduct Authority.
The United Kingdom left the European Union on 31 January 2020, referred to as Brexit, subject to transitional arrangements which ended on 31 December 2020. The transition period ended with arrangements in place between the United Kingdom and the Member States of the European Union. Such an exit from the European Union is unprecedented and the medium to long-term consequences for our business remain uncertain. This change has impacted how we conduct our business across Europe and the company incorporated a subsidiary in Malta on 5 November 2020 to facilitate regulated activities within select Member States of the European Union.
However, business outlook remains promising. The company has been fortunate enough to maintain stability within the firm. Private equity continues to be a popular alternative asset class across all types of institutional investors globally and specifically in Europe and private equity funds remain the preferred investment vehicle to obtain exposure to private equity.
The popularity of mega buyout funds in the United States and slower economic growth in many parts of the world including the Eurozone, coupled with global political uncertainty and economic sentiment instability could force investors to reassess how they evaluate risk, potentially posing new challenges for smaller and less experienced fund managers raising capital and further increasing the demand for placement agent services.
During the course of the year, the company continued to market the services of the Atlantic-Pacific Capital Group in Europe. The company continues to rely primarily on obtaining support from the parent company which is contemplated to continue indefinitely despite Brexit, political and economic challenges.
Although the company had a loss of £154,135 during the year, the directors believe that as the company's position in the private equity market continues to improve it will once again be profitable.
At year end the company had shareholder's funds of £372,856 including distributable profits of £302,855. The directors therefore believe the company's financial position to be satisfactory especially as the company's current assets exceed its current liabilities by £371,758.
As the company’s principal activity is marketing the services of its parent undertaking, management do not monitor any specific key performance indicators for the company on a stand-alone basis other than turnover for the period 2024: £1,077,829 (2023: £1,105,454).
ATLANTIC-PACIFIC CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties
The principal risks facing the company remain competition from other placement agents and the retention of professional staff. The directors believe that the quality of the company's services, by limiting the number of assignments and by providing a more focused, customized and streamlined capital raise without conflicts of interests, and the hiring of a highly regarded industry veteran as the chief executive officer and president of the parent company and director of the company in 2017 and his retention since, mitigate the first risk. The directors also believe that the risk of losing professional staff is mitigated by the company's focus on the interests of its employees including offering a unique incentive compensation scheme, exceptional employee friendly firm culture and a generous benefits package which includes significant paid time off and the ability to work remotely to accommodate personal or family obligations.
Development and performance
The company proactively fosters its business relationships with clients and service providers to ensure a substantial amount of repeat business and uninterrupted and efficient service as needed. The company seeks to have a favorable impact on the community and the environment and desires to maintain its reputation for high standards of business conduct.
Directors' statement of compliance with duty to promote success of the company
As directors of the company, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be the most likely to promote the company’s success to the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the company and its stakeholders. This statement sets out how the directors have fulfilled their duty to comply with these requirements and explains how they have had regard to broader stakeholder interests when making decisions.
Basis of decision making and engagement with stakeholders
Business decisions are made with the needs of our key stakeholders in mind, in particular: the US parent company, clients of the US parent company, investors in the funds managed by those clients, employees, contractors, suppliers and regulators.
The directors are committed to effective engagement with stakeholders. Depending upon the nature of the issue in question, the relevance of each stakeholder group may differ and, as such, as part of its engagement with stakeholders, the directors seek to understand the relative interests and priorities of each group and to have regards to these, as appropriate, in its decision making. The directors acknowledge that not all decisions will necessarily result in a positive outcome for all stakeholders.
Promoting the company’s success for its members
The company is a wholly owned subsidiary of Atlantic-Pacific Capital, Inc., domiciled in the US. The company’s sole objective is to market the services of the Atlantic Pacific Capital Group in Europe in order to maximize the revenue generated from its customers. Our ambition is wholly aligned with the parent and is to meet the private capital needs of its current and future clients. Strategic decisions are made based on our long-term objectives which are establish and monitored by our US parent.
Engaging with other stakeholders
With regards to our employees we acknowledge that, in order to achieve our ambition, we will need to recruit and retain talented people. Our success will be determined by their ability to communicate with our clients, to achieve capital raising success and to communicate effectively with the global team and fit with the Atlantic-Pacific Capital Group culture www.apcap.com. We aim to ensure that staff are remunerated at market rates and are further incentivized through their bonus scheme. We also invest in our employees’ welfare by providing a comprehensive benefits package tailored to the needs of each person.
ATLANTIC-PACIFIC CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Our customers
The company’s only customer is Atlantic-Pacific Capital, Inc. The company’s obligations to its customer are wholly related to the support of its private capital raising activities enabling it, in turn, to meet its own client needs. In return for these services, the parent reimburses the company’s operating expenses by way of a cost plus markup as set out in the intercompany service fee agreement. The directors are totally committed and aligned with the needs of its customer, the US parent.
Our regulator
The company is regulated by the Financial Conduct Authority (FCA). We operate within a highly regulated industry and we value this regulation. We recognize that regulation is designed to protect both investors and market participants creating a level playing field and a confidence in the financial markets. We therefore view regulation as an extremely positive factor for our business and, as a group, we always engage with our regulators in an open and flexible manner.
Our suppliers
The company enters into a variety of agreements with service providers and suppliers. We treat all our suppliers fairly and with respect, ensuring that invoices are paid on time. Where we have concerns about a quality for a product or service which is being delivered, we raise these concerns timely with the supplier and seek to find a resolution in an open and constructive manner. We value not only the service or product which is supplied but also the relationship with the supplier and believe that long term relationships can be more valuable than short term gains.
The impact of the company’s operations on the community and the environment
Investors are increasingly concerned not to invest in companies that have a negative impact on the environment and society in general. ESG and SRI considerations are central to our US parent company’s due diligence efforts in selecting which private fund managers to represent as placement agent.
We also have a role to play as a company in ensuring we do what we can at every level to act responsibly. Within our own office, all staff are encouraged to do their bit by reducing waste, increasing recycling, ensuring the correct disposal of IT and electrical equipment and minimizing travel, in particular air travel.
Atlantic-Pacific Capital Ltd is well aware of its responsibility to act as a good corporate citizen. We aim to give back to the communities in which we live and actively support and participate in a range of activities.
In the opinion of the directors, the state of the company's affair at 31 December 2024 is more than satisfactory.
A Bossone
Director
27 February 2025
ATLANTIC-PACIFIC CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of market the services of the Atlantic-Pacific Capital Group in Europe.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Manley
A Hurst
R Elkhatib
A Bossone
R Awbery
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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; and
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.
Financial risk management objectives and policies
The company makes little use of financial instruments other than an operational bank account and so its exposure to price risk, credit risk, liquidity risk and cashflow risk is not material for the assessment of the assets, liabilities and financial position.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 in respect of future developments.
ATLANTIC-PACIFIC CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Auditor
Wilson Wright LLP acted as auditor of the company up until 2 April 2024. On 2 April 2024, Wilson Wright LLP transferred its audit business to BKL Audit LLP. The directors subsequently consented to the appointment of BKL Audit LLP as auditor to the company. The auditor BKL Audit LLP will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
A Bossone
Director
27 February 2025
ATLANTIC-PACIFIC CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ATLANTIC-PACIFIC CAPITAL LIMITED
- 6 -
Opinion
We have audited the financial statements of Atlantic-Pacific Capital Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
ATLANTIC-PACIFIC CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ATLANTIC-PACIFIC CAPITAL LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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 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, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Capability of the audit in detecting irregularities, including fraud:
Based on our understanding of the entity and industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations, FCA regulations and health and safety regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the auditors included:
• Discussions with the members, including consideration of known or suspected instances of non-compliance
with laws and regulations and fraud; and
• Identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
ATLANTIC-PACIFIC CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ATLANTIC-PACIFIC CAPITAL LIMITED
- 8 -
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Jeremy Asher FCA (Senior Statutory Auditor)
For and on behalf of BKL Audit LLP
27 February 2025
Chartered Accountants and Statutory Auditor
5 Fleet Place
London
EC4M 7RD
ATLANTIC-PACIFIC CAPITAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
1,077,829
1,105,454
Administrative expenses
(1,283,876)
(1,394,072)
Operating loss
4
(206,047)
(288,618)
Interest receivable and similar income
8
536
Loss before taxation
(205,511)
(288,618)
Tax on loss
9
51,376
65,000
Loss for the financial year
(154,135)
(223,618)
The income statement has been prepared on the basis that all operations are continuing operations.
ATLANTIC-PACIFIC CAPITAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
11
1,098
1,098
Current assets
Debtors falling due after more than one year
13
68,292
18,408
Debtors falling due within one year
13
73,503
171,695
Cash at bank and in hand
319,383
385,283
461,178
575,386
Creditors: amounts falling due within one year
14
(89,420)
(49,493)
Net current assets
371,758
525,893
Net assets
372,856
526,991
Capital and reserves
Called up share capital
17
70,001
70,001
Profit and loss reserves
18
302,855
456,990
Total equity
372,856
526,991
The financial statements were approved by the board of directors and authorised for issue on 27 February 2025 and are signed on its behalf by:
A Bossone
Director
Company registration number 03564495 (England and Wales)
ATLANTIC-PACIFIC CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
70,001
880,608
950,609
Year ended 31 December 2023:
Loss and total comprehensive income
-
(223,618)
(223,618)
Dividends
10
-
(200,000)
(200,000)
Balance at 31 December 2023
70,001
456,990
526,991
Year ended 31 December 2024:
Loss and total comprehensive income
-
(154,135)
(154,135)
Balance at 31 December 2024
70,001
302,855
372,856
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Atlantic-Pacific Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, 60. St. James's Street, London, SW1A 1LE.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Atlantic-Pacific Capital Limited is a wholly owned subsidiary of Atlantic-Pacific Capital, Inc. and the results of Atlantic-Pacific Capital Limited are included in the consolidated financial statements of Atlantic-Pacific Capital, Inc. which are available from One Dock Street, Fourth Floor, Stamford, CT06902, USA.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The entity is dependent on its parent company Atlantic-Pacific Capital, Inc., for funding. The directors have received an undertaking form Atlantic-Pacific Capital, Inc., that it will continue to make available such funds as are necessary to enable it to meet its liabilities as they fall due for a period of at least 18 months from approval of these financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
The turnover shown in the profit and loss account represents amounts receivable during the year as adjusted for accrued or deferred income in respect of its principal activity.
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through the statement of income, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of income.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of income.
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax benefit/expense represents the sum of the tax currently recoverable/payable and deferred tax.
Current tax
The tax currently recoverable/payable is based on taxable (loss)/profit for the year. Taxable (loss)/profit differs from net (loss)/profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense unless those are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 16 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Leases
In categorising leases as finance leases or operating leases, management makes judgement as to whether significant risks and rewards of ownership have transferred to the company as lessee.
Deferred tax assets
In recognising a deferred tax asset management makes a judgement as to whether there will be sufficient future taxable profits to which it will offset against.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Services
1,077,829
1,105,454
2024
2023
£
£
Turnover analysed by geographical market
US
1,077,829
1,105,454
2024
2023
£
£
Other revenue
Interest income
536
-
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
187
(80)
Operating lease charges
75,112
88,375
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
21,500
20,000
For other services
Other assurance services
3,000
3,850
Taxation compliance services
1,750
1,650
All other non-audit services
7,336
9,486
12,086
14,986
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Administrative staff
3
2
Directors
2
2
Total
5
4
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
878,778
923,726
Social security costs
111,255
121,295
Pension costs
14,918
13,467
1,004,951
1,058,488
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
547,576
627,502
Company pension contributions to defined contribution schemes
7,044
7,044
554,620
634,546
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 18 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
273,788
313,751
Company pension contributions to defined contribution schemes
3,522
3,522
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2).
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest received
536
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on (loss)/profit for the current period
(18,323)
Adjustments in respect of prior periods
323
Total current tax
(18,000)
Deferred tax
Origination and reversal of timing differences
(51,376)
(47,000)
Total tax credit
(51,376)
(65,000)
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 19 -
The actual credit for the year can be reconciled to the expected credit for the year based on the (loss)/profit and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(205,511)
(288,618)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(51,378)
(72,155)
Tax effect of expenses that are not deductible in determining taxable profit
23
1,356
Tax effect of utilisation of tax losses not previously recognised
134
4,581
Effect of change in corporation tax rate
1,084
Permanent capital allowances in excess of depreciation
(155)
(189)
Under/(over) provided in prior years
323
Taxation credit for the year
(51,376)
(65,000)
10
Dividends
2024
2023
£
£
Interim paid
200,000
11
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
12
1,098
1,098
12
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Atlantic-Pacific Capital Malta Ltd
Malta
Ordinary
100.00
Registered office address:
171, Old Bakery Street, Valletta, VLT 1455, Malta
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
18,323
Amounts owed by group undertakings
19,690
96,992
Other debtors
18,733
1,573
Prepayments and accrued income
4,996
7,807
43,419
124,695
Deferred tax asset (note 15)
30,084
47,000
73,503
171,695
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
18,408
Deferred tax asset (note 15)
68,292
68,292
18,408
Total debtors
141,795
190,103
Amounts owed by group undertakings are interest free and repayable on demand.
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
3,222
Amounts owed to group undertakings
11,035
7,430
Taxation and social security
35,385
Accruals and deferred income
43,000
38,841
89,420
49,493
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
15
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2024
2023
Balances:
£
£
Tax losses
98,376
47,000
2024
Movements in the year:
£
Asset at 1 January 2024
(47,000)
Credit to profit or loss
(51,376)
Asset at 31 December 2024
(98,376)
Deferred tax is recognised in respect of tax losses of £391,362 as it is probable that they will be recovered against future taxable profits on the basis that all costs will recharged on a cost plus mark up as set out in the intercompany service agreement with its parent company.
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
14,918
13,467
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
17
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
70,001
70,001
70,001
70,001
18
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
456,990
880,608
Loss for the year
(154,135)
(223,618)
Dividends declared and paid in the year
-
(200,000)
At the end of the year
302,855
456,990
ATLANTIC-PACIFIC CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
19
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
41,556
73,630
Between two and five years
41,556
41,556
115,186
20
Related party transactions
As a wholly owned subsidiary of Atlantic-Pacific Capital, Inc., the company is exempt from the requirements of section 33 of FRS 102 to disclose transactions with the members of the group headed by Atlantic-Pacific Capital, Inc.
21
Ultimate controlling party
At 31 December 2024, the immediate and ultimate parent company was Atlantic-Pacific Capital, Inc, a company registered in Delaware in the United States of America. The largest group for which consolidated accounts are prepared is headed by Atlantic-Pacific Capital, Inc. Copies of the accounts for Atlantic-Pacific Capital, Inc. can be obtained from Atlantic-Pacific Capital, Inc, One Dock Street, Fourth Floor, Stamford, CT 06902, USA.
The ultimate owner of the company is James Manley who owns 100% of Atlantic-Pacific Capital, Inc.
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