Registered number: 09893549
AEGILA CAPITAL MANAGEMENT LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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AEGILA CAPITAL MANAGEMENT LIMITED
CONTENTS
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Directors' responsibilities statement
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Independent auditor's report
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Consolidated statement of profit or loss
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Consolidated statement of other comprehensive income
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Consolidated statement of financial position
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Company statement of financial position
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Company statement of cash flows
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Notes to the consolidated financial statements
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AEGILA CAPITAL MANAGEMENT LIMITED
COMPANY INFORMATION
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T&H Secretarial Services Limited
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Blick Rothenberg Audit LLP
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Chartered Accountants & Statutory Auditor
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AEGILA CAPITAL MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the audited consolidated financial statements for Aegila Capital Management Limited (the “Company”) and its subsidiaries (together, the “Group”) for the year ended 31 December 2024.
Principal activity & future developments
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The Company’s principal activity comprises the provision of investment advisory and corporate finance arrangement services for clients seeking to invest in UK and European real estate opportunities.
The Company was authorised and regulated by the Financial Conduct Authority (the “FCA”) to conduct investment related activities but surrendered its licence as it was no longer required. The FCA stopped regulating the Company on 10 January 2023 when the Company’s authorisation was cancelled.
In 2022, the Company entered in a sub-delegation with Stepstone Group Real Estate LP ("Stepstone"), who are now managing the assets. Stepstone charges the Company an annual management fee equal to 0.95% of the Invested Equity by the shareholders in the existing asset, payable quarterly in arrears.
2024 was the fourth profit-making year of operation for the Company following the restructuring that was undertaken in 2020 to establish a more sustainable cost base for the business. Group revenue of £1,555,737 (2023: £1,522,360) was derived from existing advisory agreements.
The Group generated net cash inflows from operating activities of £194,396 (2023: £32,326) during the year.
The profit for the year, after taxation and minority interests, amounted to £322,175 (2023: £64,509).
The directors have not recommended the payment of any dividend. (2023: £Nil).
The directors who served during the year were:
Disclosure of information to auditor
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Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.
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AEGILA CAPITAL MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report has been prepared in accordance with the special provisions for small companies under Part 15 of the Companies Act 2006. The Directors have not presented a separate Strategic Report having applied the exemption set out in section 414B of the Companies Act 2006 for small companies.
This report was approved by the board and signed on its behalf.
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AEGILA CAPITAL MANAGEMENT LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the directors' report and the consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.
Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing the consolidated financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the group and company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in directors' reports may differ from legislation in other jurisdictions.
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AEGILA CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AEGILA CAPITAL MANAGEMENT LIMITED
We have audited the financial statements of Aegila Capital Management Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of financial position, the company statement of financial position, the consolidated statement of cash flows, the company statement of cash flows, the consolidated statement of changes in equity, the company statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 19 - 26. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
In our opinion:
∙the financial statements give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;
∙the group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and
∙the financial statements 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 group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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AEGILA CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AEGILA CAPITAL MANAGEMENT LIMITED (CONTINUED)
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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
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AEGILA CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AEGILA CAPITAL MANAGEMENT LIMITED (CONTINUED)
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and group's sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and reviewing correspondence with HM Revenue and Customs and the company’s legal advisors.
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AEGILA CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AEGILA CAPITAL MANAGEMENT LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
Our risk assessment findings for both non-compliance with laws and regulations and the susceptibility of the group’s financial statements to material misstatement arising from fraud were communicated with component auditors so that they could include them within their own risk assessment procedures and include, where appropriate audit procedures in response to such risks in their work.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards require that we identify non-compliance with laws and regulations through enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any, as well as any additional procedures deemed necessary.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Nicholas Anderson (senior statutory auditor)
for and on behalf of
Blick Rothenberg Audit LLP
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
London
WC2B 5AH
26 February 2025
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AEGILA CAPITAL MANAGEMENT LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Loss on disposal of right-of-use asset
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Interest expense on lease liabilities
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Profit for the year attributable to:
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Non-controlling interests
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The notes on pages 19 to 40 form part of these financial statements.
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AEGILA CAPITAL MANAGEMENT LIMITED
STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Exchange (losses)/gains arising on translation on foreign operations
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Total comprehensive income
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The notes on pages 19 to 40 form part of these financial statements.
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AEGILA CAPITAL MANAGEMENT LIMITED
REGISTERED NUMBER: 09893549
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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AEGILA CAPITAL MANAGEMENT LIMITED
REGISTERED NUMBER: 09893549
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Issued capital and reserves attributable to owners of the parent
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Non-controlling interests
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The financial statements on pages 9 to 40 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 19 to 40 form part of these financial statements.
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AEGILA CAPITAL MANAGEMENT LIMITED
REGISTERED NUMBER: 09893549
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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AEGILA CAPITAL MANAGEMENT LIMITED
REGISTERED NUMBER: 09893549
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Issued capital and reserves attributable to owners of the parent
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The company's profit for the year was £322,945 (2023(as restated): £65,285).
The financial statements on pages 9 to 40 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 19 to 40 form part of these financial statements.
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AEGILA CAPITAL MANAGEMENT LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Total attributable to equity holders of parent
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Non-controlling interests
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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The notes on pages 19 to 40 form part of these financial statements.
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AEGILA CAPITAL MANAGEMENT LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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At 1 January 2023 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2023 (as restated)
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Comprehensive income for the year
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Profit for the year (as restated)
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Total comprehensive income for the year (as restated)
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At 1 January 2024 (as previously stated)
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Prior year adjustment - correction of error
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At 1 January 2024 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 19 to 40 form part of these financial statements.
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AEGILA CAPITAL MANAGEMENT LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Amortisation of intangible fixed assets
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Loss on disposal of property, plant and equipment
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Impairment of investments
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Interest expense on lease liabilities
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Movements in working capital:
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Decrease in trade and other receivables
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Increase/(decrease) in trade and other payables
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Cash generated from operations
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Cash flows from investing activities
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Acquisition of intangible fixed assets
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Cash generated from investing activities
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Cash flows from financing activities
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Repayment of principal and interest on lease liabilities
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Cash used in financing activities
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Net increase in cash and cash equivalents
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Net foreign exchange difference
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 19 to 40 form part of these financial statements.
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AEGILA CAPITAL MANAGEMENT LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Amortisation of intangible fixed assets
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Loss on disposal of property, plant and equipment
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Impairment of investments
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Impairment loss on receivables
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Interest expense on lease liabilities
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Movements in working capital:
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Decrease in trade and other receivables
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Increase/(decrease) in trade and other payables
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Cash generated from operations
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Cash flows from investing activities
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Acquisition of intangible fixed assets
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Cash generated from investing activities
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Cash flows from financing activities
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Repayment of principal and interest portion of lease liabilities
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Exchange loss on cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 19 to 40 form part of these financial statements.
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AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Aegila Capital Management Limited (the “Company”) was incorporated on 30 November 2015 as a private company limited by shares and is domiciled in England and Wales. The company registration number is 09893549. The address of its registered office is 3 Bunhill Row, London, EC1Y 8YZ.
The Company was registered and authorised by the Financial Conduct Authority (the “FCA”) to provide investment advisory and arranging services, up to 10 January 2023.
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.
Small company provisions
The financial statements have been prepared in accordance with the special provisions for small companies under Part 15 of the Companies Act 2006.
Statement of compliance
These financial statements have been prepared and approved by the Directors in accordance with UK-adopted international accounting standards and the requirements of the Companies Act 2006.
Summary of significant material accounting policies
The principal accounting policies applied in the preparation of the financial statements are set out below.
2.Accounting policies
The financial statements have been prepared on a going concern basis and under the historical cost convention except for Investments measured at Fair Value.
Basis of consolidation
The consolidated financial statements present the results of the Company and its subsidiaries (“together the Group”) as a single entity. Intercompany transactions and balances between group entities are eliminated in full.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
∙Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)
∙Exposure, or rights, to variable returns from its involvement with the investee
∙The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
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AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Basis of consolidation (continued)
∙The contractual arrangement(s) with the other vote holders of the investee
∙Rights arising from other contractual arrangements.
∙The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
|
|
IFRS Accounting standards and interpretations
|
(a) Standards issued and effective beginning on or after 1 January 2024
There are no new standards, interpretations and amendments that are effective for the first time for the financial year beginning 1 January 2024 that are relevant and are material to the Group. The details are below:
Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS1;
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16; and
Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
(b) Standards issues but not yet effective
Relevant standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt these standards, if and when they become effective. The details are below:
Lack of exchangeability – Amendments to IAS 21, IFRS 18 Presentation and Disclosure in Financial Statements, IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Group has not early adopted any standard, interpretation or amendment that has been issued but it not yet effective.
The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements, but are not expected to have a material impact.
At year-end, the Group’s net assets and net current assets totalled £1,988,833 and £1,442,285, respectively, with cash of £1,375,636. The operating cash flows are positive, with revenue derived from advisory agreements and a predominantly fixed income profile.
The directors have reviewed the Group’s financial performance, position and cash flow forecasts and conclude that it will have sufficient resources to cover its operating costs and settle its obligations as they fall due.
The directors are not aware of any material uncertainties related to events or conditions that may cast significant doubt about the ability of the Group or the Company to continue as a going concern, covering a period of at least twelve months from the date of approval of the financial statements.
As such, the directors conclude that it is appropriate to prepare the financial statements on a going concern basis.
The immediate parent undertaking has approved an authorised share capital of £20m, of which £14.4m remains unissued as at 31 December 2024, and could be utilised to fund the Company’s potential future capital needs.
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided. The Group recognises revenue on an accruals basis, net of VAT, when the amount of revenue can be reliably measured and when it is probable that future economic benefits will flow to the Group.
Revenue comprises transaction fees and recurring investment advisory fees from services provided in respect of real estate transactions. Transaction fees are success-based and recognised when the transaction to which it relates closes. Investment advisory fees are recognised quarterly in arrears based on a percentage of invested equity plus reimbursed out-of-pocket expenses. Income is recognised from the point that equity is deployed.
Expenses incurred are recognised on an accrual basis.
Current income tax
The current income tax charge is calculated on the basis of the applicable tax law in the jurisdiction in which taxable profit is generated by the Company’s or the Group’s activities. It is recognised as an expense for the year except to the extent that such taxable profit is charged or credited in other comprehensive income or directly to equity. In these circumstances, current tax is charged or credited to other comprehensive income or to equity.
Deferred tax
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the date of the statement of financial position and are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled.
The tax effects of carrying forward unused losses or unused tax credits are recognised as an asset to the extent that it is probable that future taxable profits will be available against which these losses can be utilised.
|
|
Functional and presentational currency
|
The financial statements are presented in pound sterling, which is the currency of the primary economic environment in which the Group and the Company operates (the functional currency). The financial statement values have been rounded to the nearest pound sterling, except when otherwise indicated.
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
|
|
Foreign currency translation
|
Foreign currency transactions that are transactions denominated, or that require settlement, in a foreign currency are translated into the functional currency using the exchange rates prevailing at the dates of the relevant transactions.
Monetary items denominated in a foreign currency are translated with the closing rate as at the reporting date. Non-monetary items measured at historical cost denominated in a foreign currency are translated with the exchange rate as at the date of initial recognition; non-monetary items in a foreign currency that are measured at fair value are translated using the exchange rates at the date when the fair value was determined.
Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the transactions, at period-end exchange rates, of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of comprehensive income.
On consolidation, the assets and liabilities of foreign operations are translated into pound sterling at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI.
|
|
Property, plant and equipment
|
All property, plant and equipment are recognised initially at cost, being its purchase price as well as any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent to initial recognition they are measured at historical cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost of each asset to their residual values over their expected useful lives, as follows:
∙Leasehold improvements – over the lease term
∙Fixtures & fittings – straight line over four years
∙Computer equipment – straight line over three years
Residual values, useful lives and depreciation method are reviewed, and adjusted if appropriate, at each year end. Any impairment is measured in the Consolidated Statement of Comprehensive Income.
Intangible assets stated at cost less accumulated amortisation. They are capitalised on the basis of the costs incurred to acquire and bring to use. These costs are amortised over their estimated useful lives of one to five years and are recognised in the Consolidated Statement of Comprehensive Income.
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment. Any impairment is recognised in the Statement of Comprehensive Income in the year that it arises.
Other Investments whose fair value can be reliably determined are measured at fair value. Gains and losses on remeasurement are recognized in the Statement of Comprehensive Income in the year that it arises. Where fair value cannot be reliably determined, such investments are stated at historic cost less impairment.
|
|
Trade and other receivables
|
Trade and other receivables are measured at fair value on initial recognition being equal to the amount expected to be received on settlement of the asset. A provision for impairment of receivables is established when there is objective evidence that the Company and or the Group will not be able to collect all amounts due according to the original terms of the receivable. The amount of the provision is the difference between the original carrying amount and the recoverable amount and this difference is recognised in the Consolidated Statement of Comprehensive Income.
|
|
Cash and cash equivalents
|
Cash and cash equivalents comprise balances with less than three months’ maturity, including cash in hand, deposits held at call with bank and other short-term highly liquid investments with original maturities of three months or less.
Trade and other payables are recognised at fair value on initial recognition which equates to the amount expected to be required to settle the obligation on behalf of the Company or the Group. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
∙Leasehold property – over the lease term
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are disclosed in note 9.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and recognises any impairment loss as disclosed in the '2.13 Property, Plant and Equipment' policy.
A right-of-use asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Leases (continued)
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
The Group’s lease liabilities are disclosed in trade and other payables (see Note 14).
Since the incorporation of the Group's subsidiaries, net liabilities have built up in these entities with a low likelihood of repayment of amounts receivable by the Company. A provision had not been previously recognised on these intercompany balances. Consequently, administration expenses were understated, and the Company’s profit for historic years was also overstated. There is no impact on the Group.
The comparative information presented in the financial statements for the year ended 31 December 2024 has been restated to correct this error, with each affected financial statement line items for the prior period restated as follows.
The restatement decreased the Company's profit for the year ended 31 December 2023 by £27,389 to £65,285.
The Company's amounts owed by subsidiary undertakings decreased by £174,580 to £Nil with opening equity reducing by £147,191 and closing equity reducing by £174,580 to £1,675,246, as at the same date.
The Group has concluded that the error is sufficiently material, both quantitatively and qualitatively, to restate comparatives rather than correcting the error in the current year.
The restatement does not affect the cash flow statement for the year ended 31 December 2023, as it does not impact actual cash flows. However, the reconciliation of profit/loss to net cash generated from operating activities has been restated. It decreases total comprehensive income before tax by £105,509, with an equal but opposite adjustment to the impairment loss on receivables, resulting in no net effect on the cash generated from operations.
The consequences of the error correction in the notes to the financial statements are:
Note 12 Trade and other receivables decreasing 2023 amounts owed by subsidiary undertakings by £200,570 for the Company.
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
Critical accounting judgements and significant estimates
|
The preparation of financial statements in conformity with the UK-adopted IAS, defined above, requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s and the Group’s accounting policies.
Any changes to assumptions may have a significant impact on the financial statements for the period over which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the financial statements, therefore, present its financial position and results fairly.
The Group financial statements are influenced by accounting policies, assumptions, estimates and management’s judgement, which necessarily have to be made in the course of preparation of the financial statements. The key factors concerning future and other key sources of estimation uncertainty or accounting judgement at the end of year are discussed below.
Critical accounting judgement
Deferred tax assets
The tax effects of carrying forward unused losses or unused tax credits are recognised as an asset to the extent that it is probable that future taxable profits will be available against which these losses can be utilised. Critical accounting judgement applies as disclosed in note 8.
Significant estimates
Carrying value of investments
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use.
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The following is an analysis of the group's revenue for the year from continuing operations:
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The group's turnover is derived from advisory services related to two assets held in Europe and one in the United Kingdom.
|
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The administrative expenses of the Group for the year include:
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During the year, the group obtained the following services from the company's auditor:
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Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements
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Fees payable to the Company's auditor for the preparation of the consolidated and parent Company's financial statements
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|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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|
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The aggregate payroll costs for employees in the group and company were:
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The group had no employees during either the current or prior year.
The average number of directors during the year was 3 (2023: 3). The highest, and only, paid director received remuneration of £Nil (2023: £46,375), with no retirement benefits (2023: Nil) in respect of defined contribution pension schemes.
The directors are considered key management personnel of the group and received emoluments of £Nil (2023: £47,705) in remuneration in respect of services provided to the group.
The remuneration of the remaining directors of the company is borne by the company's shareholders and has not been recharged to the Company. The costs associated with the services that the directors provide to the company are considered to represent a negligible proportion of the overall responsibilities performed by these directors and, accordingly, it is not considered feasible to allocate a proportion of each director's overall remuneration to the company.
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|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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8.1 Income tax recognised in profit or loss
|
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|
|
Current tax on profits for the year
|
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|
|
Origination and reversal of timing differences
|
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|
|
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
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Profit multiplied by standard rate of corporation tax in the UK at 25% for 2024 (23.5% for 2023)
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|
Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
|
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|
Fixed asset timing differences
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Relief for losses brought forward
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Changes in tax rates and factors affecting the future tax charges
The Group has trading losses of £3,135,605 (2023: £3,495,048). The unrestricted tax losses are available indefinitely for use against future taxable profits of the group. No deferred tax has been recognised due to uncertainty of timing and quantum of future profits.
|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
Property, plant and equipment
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At 31 December 2023 and 1 January 2024
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At 31 December 2023 and 1 January 2024
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|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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At 31 December 2023 and 1 January 2024
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At 31 December 2023 and 1 January 2024
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AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Group
Equity investments - non-listed
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Equity investments - non-listed
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Impairment in investments
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Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income in the year that it arises. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
All of the investments at the year end are held at historic cost in the absence of reliable market value indicators. The recoverable amount has been assessed at the year and an impairment loss of £17,566 was recognised (2023: £Nil).
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Investments in subsidiaries
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Impairment in investments
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Investments in subsidiaries are measured at cost less accumulated impairment. Any impairment is recognised in the Statement of Comprehensive Income in the year that it arises. The recoverable amount has been assessed at the year and an impairment loss of £11,167 was recognised (2023: £Nil).
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AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Details of the group's material subsidiaries at the end of the reporting period are as follows:
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Place of incorporation and operation
|
Proportion of ownership interest and voting power held by the group (%)
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1) Evoque Partners Jersey Limited Partnership
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4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR
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2) Evoque Partners Jersey GP Limited
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4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR
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3) Magnum Partners Jersey Limited Partnership
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|
4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR
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4) Magnum Partners Jersey GP Limited
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|
4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR
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5) LSE Partners Jersey Limited Partnership
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4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR
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6) LSE Partners Jersey GP Limited
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|
4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR
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|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
Trade and other receivables
|
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Prepayments and accrued income
|
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|
Total current trade and other receivables
|
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Prepayments and accrued income
|
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Total current trade and other receivables
|
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The carrying amounts approximate to the fair value given their short-term maturity. No balances are considered to be past due or impaired (2023: none).
The expected credit loss for the year for group and company is negligible (2023: negligible).
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|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
Cash and cash equivalents
|
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Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods between one day and three months, depending on the immediate cash requirements of the group, and earn interest at the respective short-term deposit rates.
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Total current trade and other payables
|
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|
Total non-current trade and other payables
|
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Total current trade and other payables
|
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|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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Ordinary (A) shares of £1.00 each
|
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Ordinary (B) shares of £1.00 each
|
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Allotted, called up and fully paid:
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Ordinary (A) shares of £1.00 each
|
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At 1 January and 31 December
|
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|
Ordinary (B) shares of £1.00 each
|
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At 1 January and 31 December
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Each Ordinary A and B share votes with the same rights. The shares rank equally in all respects and carry the right to participate in any distributions, as respects dividends and as respects return of capital on a winding up of the Company and are not redeemable.
|
|
Analysis of amounts recognised in other comprehensive income
|
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Other comprehensive income
|
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|
AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
16.Analysis of amounts recognised in other comprehensive income (continued)
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Other comprehensive income
|
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|
Related party transactions
|
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Amount due (to)/from related parties
|
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Evoque Holdings Jersey Limited
|
Advisory and transaction fees
|
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Magnum Partners Holding Ltd
|
Advisory and transaction fees
|
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LSE Jersey Holdings Unit Trust
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Advisory and transaction fees
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AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Financial risk management
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Financial assets
The Company’s policy is to regularly monitor current and expected liquidity and capital requirements to ensure that it maintains sufficient cash reserves to meet its liquidity requirements in the short and longer term, as well as comply with regulatory capital adequacy requirements. The amount expected to be required to settle the Group’s obligations is equivalent to the aggregate amount shown in Note 12.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
Foreign exchange risk
Foreign currency risk is the risk that the value of financial assets or liabilities will fluctuate due to changes in foreign exchange rates. The company is exposed to foreign currency risk as its transactions may be denominated in currencies other than Sterling. Currency risk is managed by closely monitoring daily foreign currency movements and seeking competitive exchange rates from banks.
The effect of a 10% increase or decrease in the Euro exchange rate would have the following effect on the financial statements with all other variables held constant.
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Profit before tax - 2024
£
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Profit before tax - 2023
£
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AEGILA CAPITAL MANAGEMENT LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Market risk
The group and the company do not hold any financial assets or liabilities that are subject to changes in value due to market activity, as such the group and the company are not directly exposed to market risk.
Credit risk
The group and the company’s largest exposure to credit risk relates to the balance on trade receivables of £388,012 (2023: £343,567) and amounts owed by other debtors and subsidiary undertakings of £nil (2023: £nil). The group and the company’s maximum exposure to credit risk is the amount shown in Note 10 and Note 11.
Based on past performances, and no past due debtors that have not been settled after the year end, the expected credit loss for the year for group and company is nil (2023: £nil).
Interest rate risk
The group and the company’s only interest bearing financial assets are cash and cash equivalents. It has no interest bearing financial liabilities, as such the group and the company are not significantly exposed to interest rate risk.
In the opinion of the Directors, the Company has no ultimate controlling party.
The immediate parent undertaking is Osool Asset Management B.S.C(C).
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