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Registered number: 11979011






BLUEBELL CAPITAL PARTNERS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
COMPANY INFORMATION


Directors
G Bivona 
M Taricco 




Registered number
11979011



Registered office
Calder & Co
30 Orange Street

London

WC2H 7HF




Independent auditors
Calders (1883) LLP
Chartered Accountants & and Statutory Auditors

30 Orange Street

London

WC2H 7HF





 
BLUEBELL CAPITAL PARTNERS LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 9
Statement of comprehensive income
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Statement of cash flows
 
13
Notes to the financial statements
 
14 - 23


 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The Directors (also “Partners”) present their strategic report for the year end 2024. Bluebell Capital Partners Limited (the “Company and “Bluebell”) provided Activist investment expertise as an investment manager, authorised by the Financial Conduct Authority (“FCA”) as a MiFID investment firm. Whilst active, the Company expressed its long-term investment strategy by focusing on leading European companies in attractive sectors, which were trading at a significant discount to their intrinsic value, and where Bluebell feel they could generate shareholder value through constructive engagement. 
For the reasons explained later in the report, the Directors, along with the Directors of the fund they managed, decided to cease operations at the end of 2024. 

Business review
 
The Company provided services and received revenues for a single client during 2024, being an Irish ICAV collective investment fund (the “fund”), from which it received a monthly management fee and performance fees which crystalise on redemption or year-end.
During the period, the Company had FCA permissions to advise, arrange, deal, and manage investments subject to certain restrictions. This included the Company undertaking marketing to the underlying investors of these entities, the majority of which were well known to the Directors, as it seeked to deliver attractive performance returns. 
Due to investor specific reasons, the fund was subject to selected redemptions by mid-year. This was partially offset by several new investors in the fund and positive fund performance (the fund returned 1.8% in 2024), however the resulting reduction in Net Assets put the corporate earnings run rate under pressure in the second half of 2024. 
After consideration and discussion with the Directors of the fund on 5th December 2024, it was decided to compulsorily redeem all fund investors and return capital subject to the approval of a liquidation budget. The primary factors in reaching this decision were:
(i) the current sales and marketing pipeline for the fund appeared unlikely to show significant short-term   improvement.
(ii) the timing and capacity to address or mitigate this challenge to increase Net Assets remained uncertain.
 
(iii) Net Asset size is a critical factor in ensuring the successful execution of the Company’s investment strategy (i.e. activism in large-cap companies). 
As commented, the fund delivered a positive performance over 2024, and underlying investors expressed their satisfaction with returns despite the decision to return capital.
 
In 2024, the fund paid management fees of £842,786 and performance fees of £176,409 to the Company. The fund is not expected to generate any further revenues for to Company. 
The Directors are satisfied the Company adhered to all legal, regulatory and compliance requirements in 2024.
 
Page 1

 
BLUEBELL CAPITAL PARTNERS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Business review (continued)
As a result of the Company’s sole client (the fund) ceasing activity with the Company, a consultation process took place with all staff in December 2024 (excluding Directors), that unfortunately concluded that there was no alternative other than terminating staff’s employment by reason of redundancy. In addition to this HR workstream, a process to terminate service providers and wind-up Company operations was initiated. This process considered regulatory record keeping requirements and data retention. The windup process is largely expected to be concluded in March 2025, aligned to the end of the staff’s notice period. Finally, the majority of known 2025 wind-up costs and expenses have been applied to the 2024 accounting period, aligned with the timing of the decision to cease the fund’s operations. 
The Directors will remain in place during 2025 whilst residual activities, including the fund liquidation, take place. There is no formal date considered to liquidate Bluebell Capital Partners Limited at this point in time. An application to cease regulatory activity was submitted to the Financial Conduct Authority in December 2024.     

Principal risks and uncertainties
 
The following were the key financial risks identified in the Company’s Internal Capital Adequacy and Risk Assessment process (ICARA) and associated risk register during 2024. There were no breaches of regulatory or internal risk indicators: 
Credit / Counterparty Risk
No issues with Company providers creditworthiness of its key corporate and related fund counterparties. The Company is satisfied that it has no current material credit risk related to remaining cash balances held at Barclays Bank UK PLC. 
Market and Currency Risk
Non-GBP income and expenses were converted to GBP during the period with approved counterparties. The statements show no adverse currency impact and small residual non-GBP expenses remain accrued into 2025. 
Liquidity Risk including Fixed Overhead Requirement
The Company has not breached its FCA’s Fixed Overhead Requirement during the period or as of yearend. A detailed budget has been produced as of yearend, and this has been captured in the financials. There is a surplus cash balance over budgeted windup costs. 
Operational Risk
During the year and regarding yearend – 2025 wind-up activities, the Company considered the operational risks it faced. 

Page 2

 
BLUEBELL CAPITAL PARTNERS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

S172 Companies Act 2006 Statement
 
Statement by the members in performance of their statutory duties in accordance with Section 172 of the UK Companies Act 2006.
The Directors of Bluebell consider both individually and together, that they have acted in the way they consider in good faith, that during 2024 would have promoted the success of the company for the benefit of its shareholders and broader partners, and in doing so have regard (amongst other matters) to: 
• the likely consequence of any decision in the long-term; 
• the interests of the Company’s employees; 
• the need to maintain or end the Company’s business relationships with suppliers, customers and others; 
• the impact of the Company’s operations on the community and the environment; 
• the desirability of the Company maintaining a reputation for high standards of business conduct; and 
• the need to act in a fair way between members of the Company. 


This report was approved by the board on 6 March 2025 and signed on its behalf.



G Bivona
Director

Page 3

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements 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;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity for the period is the provision of management services to an investment fund.

Results and dividends

The loss for the year, after taxation, amounted to £2,111,693 (2023 - profit £1,167,685).

Directors

The directors who served during the year were:

G Bivona 
M Taricco 

Page 4

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsCalders (1883) LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 6 March 2025 and signed on its behalf.
 







G Bivona
Director

Page 5

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLUEBELL CAPITAL PARTNERS LIMITED
 

Opinion


We have audited the financial statements of Bluebell Capital Partners Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the 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.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLUEBELL CAPITAL PARTNERS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the 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.


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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 7

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLUEBELL CAPITAL PARTNERS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.  
The following laws and regulations were identified as being of significance to the entity: 
• Those laws and regulations considered to have a direct effect on the financial statements include UK         financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. 
• Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the company and therefore may have a material effect on the financial statements include compliance with the Financial Services and Markets Act 2000 and the FCA Handbook. 
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error.  As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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


Page 8

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLUEBELL CAPITAL PARTNERS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.








DJ Gallagher (Senior statutory auditor)
  
for and on behalf of
Calders (1883) LLP
 
Chartered Accountants
and Statutory Auditors
  
30 Orange Street
London
WC2H 7HF

6 March 2025
Page 9

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
1,082,269
3,945,888

Gross profit
  
1,082,269
3,945,888

Administrative expenses
  
(3,631,309)
(2,463,777)

Operating (loss)/profit
 5 
(2,549,040)
1,482,111

Interest receivable and similar income
  
42,191
47,107

(Loss)/profit before tax
  
(2,506,849)
1,529,218

Tax on (loss)/profit
 9 
395,156
(361,533)

(Loss)/profit for the financial year
  
(2,111,693)
1,167,685

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 23 form part of these financial statements.

Page 10

 
BLUEBELL CAPITAL PARTNERS LIMITED
REGISTERED NUMBER: 11979011

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 10 
2,413
5,508

  
2,413
5,508

Current assets
  

Debtors: amounts falling due within one year
 11 
693,933
1,145,460

Cash at bank and in hand
  
427,791
3,275,174

  
1,121,724
4,420,634

Creditors: amounts falling due within one year
 12 
(472,523)
(1,662,835)

Net current assets
  
 
 
649,201
 
 
2,757,799

Total assets less current liabilities
  
651,614
2,763,307

  

Net assets
  
651,614
2,763,307


Capital and reserves
  

Called up share capital 
 13 
1,473,750
1,473,750

Profit and loss account
 14 
(822,136)
1,289,557

  
651,614
2,763,307


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 March 2025.






G Bivona
Director

The notes on pages 14 to 23 form part of these financial statements.

Page 11

 
BLUEBELL CAPITAL PARTNERS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
1,473,750
121,872
1,595,622


Comprehensive income for the year

Profit for the year
-
1,167,685
1,167,685
Total comprehensive income for the year
-
1,167,685
1,167,685


Total transactions with owners
-
-
-



At 1 January 2024
1,473,750
1,289,557
2,763,307


Comprehensive income for the year

Loss for the year
-
(2,111,693)
(2,111,693)
Total comprehensive income for the year
-
(2,111,693)
(2,111,693)


Total transactions with owners
-
-
-


At 31 December 2024
1,473,750
(822,136)
651,614


The notes on pages 14 to 23 form part of these financial statements.

Page 12

 
BLUEBELL CAPITAL PARTNERS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(2,111,693)
1,167,685

Adjustments for:

Depreciation of tangible assets
4,513
3,321

Interest received
(42,191)
(47,107)

Taxation charge
(395,156)
361,533

Decrease in debtors
846,684
464,078

(Decrease) in creditors
(828,780)
(319,953)

Corporation tax (paid) / received
(361,533)
48,794

Net cash generated from operating activities

(2,888,156)
1,678,351


Cash flows from investing activities

Purchase of tangible fixed assets
(1,418)
(2,338)

Interest received
42,191
47,107

Net cash from investing activities

40,773
44,769


Net (decrease)/increase in cash and cash equivalents
(2,847,383)
1,723,120

Cash and cash equivalents at beginning of year
3,275,174
1,552,054

Cash and cash equivalents at the end of year
427,791
3,275,174


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
427,791
3,275,174

427,791
3,275,174


The notes on pages 14 to 23 form part of these financial statements.

Page 13

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Bluebell Capital Partners Limited is a private company, limited by shares and incorprated in England & Wales. Its registered office is Calder & Co, 30 Orange Street, London, WC2H 7HF.
The principal activity of the company is disclosed in the directors' report on page 7 of the accounts. The company ceased trading as at 1 January 2025.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 14

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Page 15

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

Depreciation is provided on the following basis:

Office equipment
-
33%
per annum on a straight line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, with consideration for credit risk, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 16

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into. 

Basic financial liabilities, which include trade and other payables are initially measured at their transaction price after transaction costs.


Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 17

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilites that are not readily ascertainable from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes may differ from these estimates. 
The estimates and underlying assumptions are reviewed on a continuing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.
There were no key judgements or estimation uncertainties in the application of the company's accounting policies during the year.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Management fees
842,786
1,171,760

Reimbursed expenses
63,074
45,026

Advisory fees
-
28,870

Performance fees
176,409
2,700,233

1,082,269
3,945,889


All turnover arose within the United Kingdom.


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2024
2023
£
£

Exchange differences
3,411
1,477

Other operating lease rentals
116,455
83,516

Page 18

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
12,150
11,550


7.


Employees

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


2024
2023
£
£

Wages and salaries
2,671,177
1,763,910

Social security costs
358,059
242,032

Cost of defined contribution scheme
6,767
7,877

3,036,003
2,013,819


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


        2024
        2023
            No.
            No.







Total employees
7
8


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
1,774,032
20,000

1,774,032
20,000


The two equal directors or partners received an aggregate remuneration of £1,774,032 (2023- £20,000)
The directors' remuneration amount should be considered in relation to the 2023 amount, during which no variable remuneration was received. This reflects the directors' decision to extend the discretionary, performance-based bonus cycle from 12 months to 18 months.
Key management personnel compensation is just considered to be just the directors' remuneration as shown above.

Page 19

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
361,533

Adjustments in respect of previous periods
(395,156)
-


(395,156)
361,533


Total current tax
(395,156)
361,533

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 19/25% (2023 - 19/25%%) as set out below:

2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(2,506,849)
1,529,218


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19/25% (2023 - 19/25%)
(476,301)
359,630

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
955
1,620

Capital allowances for year in excess of depreciation
588
231

Utilisation of tax losses
292,048
-

Adjustments to tax charge in respect of prior periods
(395,156)
-

Unrelieved tax losses carried forward
182,710
-

Other differences leading to an increase (decrease) in the tax charge
-
492

Marginal relief
-
(440)

Total tax charge for the year
(395,156)
361,533


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Tangible fixed assets





Office equipment

£



Cost or valuation


At 1 January 2024
23,803


Additions
1,418



At 31 December 2024

25,221



Depreciation


At 1 January 2024
18,295


Charge for the year on owned assets
4,513



At 31 December 2024

22,808



Net book value



At 31 December 2024
2,413



At 31 December 2023
5,508


11.


Debtors

2024
2023
£
£


Trade debtors
247,724
1,031,976

Other debtors
446,209
61,155

Prepayments and accrued income
-
52,329

693,933
1,145,460


Page 21

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
49,876
160,511

Corporation tax
-
361,533

Other taxation and social security
26,599
29,522

Other creditors
-
1,297

Accruals and deferred income
396,048
1,109,972

472,523
1,662,835



13.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1,000,000 (2023 - 1,000,000) Ordinary shares of £1.00 each
1,000,000
1,000,000
1,184,375 (2023 - 1,184,375) Ordinary shares of £0.40 each
473,750
473,750

1,473,750

1,473,750



14.


Reserves

Profit and loss account

Profit and loss reserves at the year end were (£128,128)  2019:( £391,411)


15.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £6,767 (2022: £7,877)

Page 22

 
BLUEBELL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
23,250
87,120

Later than 1 year and not later than 5 years
-
36,300

23,250
123,420


17.


Post balance sheet events

Subsequent to the balance sheet date of 31 December 2024, the directors of company made the decision to cease trading. Trading activities formally ceased on 1 January 2025. The decision to cease trading was made due to the challenges in raising sufficient capital to cover operational costs.
The financial statements have been prepared on a going concern basis, as the company was a going concernat the balance sheet date.
For the reasons already explained in the Director’s Business review, the Company is not expecting to generate any further turnover after 2024. Therefore, the majority of known 2025 winding-up costs (including staff related and service providers) have been included within note 12 re Creditors: Accruals and deferred income. 


18.


Parent undertaking and controlling party

The company's ultimate holding company is Bluebell Partners Limited (company number 08866090) which is incorporated in the United Kingdom. Bluebell Partners Limited is the smallest and largest group that will be preparing the consolidated accounts.
Bluebell Partners Limited is jointly owned by two directors of Bluebell Capital Partners Limited and therefore there is no one ultimate controlling party. 

 
Page 23