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REGISTERED NUMBER: 13972024 (England and Wales)















Report of the Director and

Financial Statements for the Year Ended 31 March 2024

for

Agentis Capital Advisors UK Limited

Agentis Capital Advisors UK Limited (Registered number: 13972024)






Contents of the Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Report of the Director 2

Report of the Independent Auditors 3

Statement of Profit or Loss and Other Comprehensive
Income

7

Statement of Financial Position 8

Statement of Changes in Equity 9

Statement of Cash Flows 10

Notes to the Statement of Cash Flows 11

Notes to the Financial Statements 12


Agentis Capital Advisors UK Limited

Company Information
for the Year Ended 31 March 2024







DIRECTOR: H R Van Belle





REGISTERED OFFICE: Unit 3, Building 2, The Colony Wilmslow
Altrincham Road
Wilmslow
Cheshire
SK9 4LY





REGISTERED NUMBER: 13972024 (England and Wales)





AUDITORS: Ascendis Audit Limited
Unit 3, Building 2
The Colony
Altrincham Road
Wilmslow
Cheshire
SK9 4LY

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Report of the Director
for the Year Ended 31 March 2024

The director presents his report with the financial statements of the company for the year ended 31 March 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2024.

FUTURE DEVELOPMENTS
In 2025 the trade and assets of the fellow subsidiary, Agentis Capital Markets UK Limited, are expected to be hived across into this company.

DIRECTOR
H R Van Belle held office during the whole of the period from 1 April 2023 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the director must not approve the financial statements unless he is 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 director is required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Ascendis Audit Limited, will be proposed for re-appointment under section 485 of Companies Act 2006.

ON BEHALF OF THE BOARD:





H R Van Belle - Director


24 March 2025

Report of the Independent Auditors to the Members of
Agentis Capital Advisors UK Limited

Opinion
We have audited the financial statements of Agentis Capital Advisors UK Limited (the 'company') for the year ended 31 March 2024 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.
_
In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its loss for the year then ended;
-have been properly prepared in accordance with IFRSs as adopted by the UK; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Director has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Agentis Capital Advisors UK Limited


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 Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Agentis Capital Advisors UK Limited


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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, we considered the following:

- the nature of the industry, control environment and business performance;
- results of our enquiries of management about their own identification and assessment of the risks of irregularities;
- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: revenue recognition, payroll costs, and the presentation of non-underlying items within the financial statements. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included Companies Act 2006 and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified
In addition to the above, our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


Report of the Independent Auditors to the Members of
Agentis Capital Advisors UK Limited

There are inherent limitations in our audit procedures described above. The more removed the laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to inquiry of the Directors and other management and the inspection of regulatory and legal correspondence, if any. 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 Report of the Auditors.

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




Paul Allan Byrne BA (Double Hons) FCA (Senior Statutory Auditor)
for and on behalf of Ascendis Audit Limited
Unit 3, Building 2
The Colony
Altrincham Road
Wilmslow
Cheshire
SK9 4LY

25 March 2025

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Statement of Profit or Loss and Other Comprehensive Income
for the Year Ended 31 March 2024

Period
11.3.22
Year Ended to
31.3.24 31.3.23
Notes £    £   

CONTINUING OPERATIONS
Revenue 3 17,943 66,626

Administrative expenses (1,274,489 ) (1,031,572 )
OPERATING LOSS (1,256,546 ) (964,946 )
LOSS BEFORE INCOME TAX 5 (1,256,546 ) (964,946 )

Income tax 6 - -
LOSS FOR THE YEAR (1,256,546 ) (964,946 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,256,546

)

(964,946

)

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Statement of Financial Position
31 March 2024

2024 2023
Notes £    £   
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 7 8,203 12,808
CURRENT ASSETS
Trade and other receivables 8 81,320 122,230
Cash and cash equivalents 9 23,691 100
105,011 122,330
TOTAL ASSETS 113,214 135,138
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 10 1 1
Retained earnings 11 (2,221,492 ) (964,946 )
TOTAL EQUITY (2,221,491 ) (964,945 )
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 12 2,334,705 1,100,083
TOTAL LIABILITIES 2,334,705 1,100,083
TOTAL EQUITY AND LIABILITIES 113,214 135,138


The financial statements were approved by the director and authorised for issue on 24 March 2025 and were signed by:





H R Van Belle - Director


Agentis Capital Advisors UK Limited (Registered number: 13972024)

Statement of Changes in Equity
for the Year Ended 31 March 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 1 - 1
Total comprehensive income - (964,946 ) (964,946 )
Balance at 31 March 2023 1 (964,946 ) (964,945 )

Changes in equity
Total comprehensive income - (1,256,546 ) (1,256,546 )
Balance at 31 March 2024 1 (2,221,492 ) (2,221,491 )

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Statement of Cash Flows
for the Year Ended 31 March 2024

Period
11.3.22
Year Ended to
31.3.24 31.3.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 23,590 15,412
Net cash from operating activities 23,590 15,412

Cash flows from investing activities
Purchase of tangible fixed assets (1,309 ) (15,313 )
Sale of tangible fixed assets 1,310 -
Net cash from investing activities 1 (15,313 )

Cash flows from financing activities
Share issue - 1
Net cash from financing activities - 1

Increase in cash and cash equivalents 23,591 100
Cash and cash equivalents at beginning of
year

2

100

-

Cash and cash equivalents at end of year 2 23,691 100

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Notes to the Statement of Cash Flows
for the Year Ended 31 March 2024

1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS

Period
11.3.22
Year Ended to
31.3.24 31.3.23
£    £   
Loss before income tax (1,256,546 ) (964,946 )
Depreciation charges 3,157 2,505
Loss on disposal of fixed assets 1,447 -
(1,251,942 ) (962,441 )
Decrease/(increase) in trade and other receivables 40,910 (122,230 )
Increase in trade and other payables 1,234,622 1,100,083
Cash generated from operations 23,590 15,412

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2024
31.3.24 1.4.23
£    £   
Cash and cash equivalents 23,691 100
Period ended 31 March 2023
31.3.23 11.3.22
£    £   
Cash and cash equivalents 100 -

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Notes to the Financial Statements
for the Year Ended 31 March 2024


1. STATUTORY INFORMATION

Agentis Capital Advisors UK Limited is a private company limited by share capital, incorporated in England and Wales, registration number 13972024. The address of the registered office is Unit 3, Building 2, The Colony Wilmslow, Altrincham Road, Wilmslow, Cheshire, SK9 4LY.

The principal place of business is 1 Knightsbridge Green, Office 7.11, London, SW1X 7QA.

The principal activity of the company is that of independent financial advisors.

The functional and presentational currency of the group is Pound Sterling (£).

Monetary amounts in these financial statements are rounded to the nearest £.

2. ACCOUNTING POLICIES

BASIS OF PREPARATION
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Going concern

The company has been funded by a fellow group undertaking, Agentis Capital Advisors, during the period. Agentis Capital Advisors have confirmed in writing that they will not seek repayment of their intercompany loan in the twelve month period after the date of sign off of these financial statements. The director has therefore drawn up these financial statements on a going concern basis based on this ongoing financial support.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the opinion of the directors, there are no critical accounting judgements or estimates in these financial statements.

REVENUE RECOGNITION
Revenue relates to a monthly retainer on a contract which is recognised on a receivable basis over the period of that contract.

CASH AND CASH EQUIVALENTS
Cash represents a current account held with a financial institution. There are no cash equivalents.

PROPERTY, PLANT AND EQUIPMENT
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation on tangible fixed assets are charged to the profit and loss so as to write off their value, over its estimated useful lives, using the following methods:

Computer equipment - 25% on cost

At each reporting date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Any impairment loss is recognised as an expense immediately.

FINANCIAL INSTRUMENTS
The company only had basic financial instruments at the period end date which are stated at amortised cost.

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

TAXATION
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

EMPLOYEE BENEFIT COSTS
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate.

3. REVENUE

REVENUE FROM CONTRACTS WITH CUSTOMERS



Year ended
31.3.24


Period
11.3.22 to
31.3.23
£    £   
Fees 17,943 66,626

The above revenue relates to fixed and agreed monthly retainer fees on a specific customer contract which are recognised over the term of that contract. The contract also provides for a contingent fee based on the value of a future financial event but as that event had not taken place at the period end and the consideration could not be reliably estimated at that date, no revenue has been recognised for this contingent fee.

In 2024, £42,453 of the above revenue recognised in 2023 was credited to the customer as a new fee structure was agreed - this has been charged in administrative expenses.

All revenue was generated in the UK.

4. EMPLOYEES AND DIRECTORS
Period
11.3.22
Year Ended to
31.3.24 31.3.23
£    £   
Wages and salaries 668,674 491,781
Social security costs 83,968 64,412
Other pension costs 14,186 9,884
766,828 566,077

The average number of employees during the year was as follows:
Period
11.3.22
Year Ended to
31.3.24 31.3.23

Management 1 1
Office 4 3
5 4

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

4. EMPLOYEES AND DIRECTORS - continued

Period
11.3.22
Year Ended to
31.3.24 31.3.23
£    £   
Directors' remuneration - -

There were no accrued pension contributions at either period end.

5. LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:
Period
11.3.22
Year Ended to
31.3.24 31.3.23
£    £   
Depreciation - owned assets 3,157 2,505
Loss on disposal of fixed assets 1,447 -
Auditors' remuneration 6,500 6,500
Auditors' remuneration for non audit work 2,900 2,900
Foreign exchange differences 4,804 -

6. INCOME TAX

The company had no income tax or deferred tax liabilities/assets at the year end.

7. PROPERTY, PLANT AND EQUIPMENT
Computer
equipment
£   
COST
At 1 April 2023 15,313
Additions 1,309
Disposals (3,447 )
At 31 March 2024 13,175
DEPRECIATION
At 1 April 2023 2,505
Charge for year 3,157
Eliminated on disposal (690 )
At 31 March 2024 4,972
NET BOOK VALUE
At 31 March 2024 8,203
At 31 March 2023 12,808

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

8. TRADE AND OTHER RECEIVABLES

2024 2023
£    £   
Current:
Other debtors 24,768 34,457
Accrued income 28,352 66,626
Prepayments 28,200 21,147
81,320 122,230

Accrued income represents the unbilled amount of monthly retainer fees referred to in note 3.

9. CASH AND CASH EQUIVALENTS

2024 2023
£    £   
Bank accounts 23,691 100

10. CALLED UP SHARE CAPITAL

Allotted and issued:
Number: Class: Nominal 2024 2023
value: £    £   
1 Ordinary share £1 1 1

11. RESERVES
Retained
earnings
£   

At 1 April 2023 (964,946 )
Deficit for the year (1,256,546 )
At 31 March 2024 (2,221,492 )


12. TRADE AND OTHER PAYABLES

2024 2023
£    £   
Current:
Trade creditors 6,625 -
Amounts owed to group undertakings 2,315,823 1,090,083
Accruals 12,257 10,000
2,334,705 1,100,083

Agentis Capital Advisors UK Limited (Registered number: 13972024)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

13. ULTIMATE PARENT COMPANY

The immediate parent undertaking is Agentis Capital UK Holdings Ltd., a company registered in Canada.

The ultimate parent undertaking is Agentis Capital Partners, also registered in Canada.

Agentis Capital Markets UK Limited is not included in any group financial statements.

14. OFF-BALANCE SHEET ARRANGEMENTS

The company has a short term property lease (one year in length). The lease charge for the period was £115,056 (2023: £95,297). The remaining lease obligation at the period end date was £15,980 (2023: £15,980). The annual lease commitment is £115,056 (2023: £95,880).

15. RELATED PARTY DISCLOSURES

There were no transactions with other group companies during the period.

Balances with group companies at the year end are shown in note 12.

16. ULTIMATE CONTROLLING PARTY

There is no single ultimate controlling party.