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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report for the year ended 31 December 2024.
The executives have been continuing to focus on improving the firm’s investment performance and service capabilities to attract new clients and increase turnover, as well as strengthen the firm’s capital position. In June and July, the firm raised £322,556 in common equity through a Seed Enterprise Investment Scheme and an Enterprise Investment Scheme to fund the hiring of another senior portfolio manager, fund improvements to the firm’s portfolio management system which included the launch of a client portal, as well as providing funds for a modest sales and marketing budget.
The executives have capitalised on this operational progress as well as strong investment performance to assemble a substantial pipeline of potential client assets and are working to convert prospective clients into active clients with a target of £220 million in client assets by the end of 2025. If successful, the fees generated from these assets should be sufficient to allow the business to reach breakeven by the end of the year including hiring a specialist in compliance and funding additional research and portfolio management tool development. The directors have drawn minimal salary during 2024 to reduce operating costs until revenue has grown to a more sustainable level. George Palmer, the Chief Financial Officer of UK Land joined the board as a non-executive director.
The company's operations expose it to a variety of non-financial and financial risks. The directors have assessed the following risks as material, and also outline the key mitigations:
Revenue Shortfall: Failure to grow revenue to offset high fixed overhead requirements could result in the issuance of additional equity, or a decision to wind down the company. To monitor this risk, the directors review monthly cash flows and performance against budget in order to make any decisions about the future capital requirements of the business in a timely manner. Investment Performance: Investment performance could be negatively affected by movements in exchange rates, credit risks, liquidity risk and interest rate risk. Poor investment performance would negatively impact Ptarmigan Capital’s ability to retain and win business. To address this risk, Ptarmigan Capital ensures that portfolio managers have the appropriate qualifications, investment research staff can demonstrate appropriate experience and qualifications before being permitted to make recommendations, and investment research staff and portfolio managers receive ongoing training. Service Quality: Poor service quality could negatively affect a client’s understanding of our investment activity. This is mitigated by each client having a dedicated portfolio manager and a limit of 20 portfolio clients per portfolio manager which means that clients can contact portfolio managers directly via telephone or email and receive a swift response. Administration: Poor administrative quality could negatively affect a client’s confidence in Ptarmigan Capital’s ability to manage their assets. Ptarmigan capital operates dual systems which are reconciled against each other on a daily basis to ensure accurate administration of client assets. The firm also creates constraints within the portfolio management system to reduce the risk of errors in the administration of a client’s investments. Failure of a Custodian: Ptarmigan Capital uses external custodians to safeguard client assets and provide order execution services. The directors review each custodian on an ongoing basis to ensure that they have sufficient regulatory capital, a low gearing ratio, a high level of return on equity, and no investment banking activity to minimise this risk.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Compliance: Ptarmigan Capital is regulated by the FCA and is required to comply with FCA regulations. To mitigate the risk of compliance breaches, Ptarmigan Capital has engaged Thistle Initiatives as a compliance consultant to ensure ongoing compliance.
Cybercrime: The firm takes cybersecurity extremely seriously given the highly personal information which the firm must hold to meet with regulatory requirements. The firm has worked closely with an external IT consultant to implement a range of cybersecurity protection measures covering multi-factor authentication, endpoint threat detection and response, automatic vulnerability tracking and patching, data encryption, server security, mail security and cloud app protection. Integrity of Financial Markets: To prevent financial crime and to preserve the integrity of financial markets, the Firm uses leading third-party Know-Your-Client (KYC) software to research the financial history of all our clients both prior to onboarding and on an ongoing basis. Staff undertake regular Anti-Money Laundering training and Ptarmigan Capital’s portfolio management software monitors cash transactions within all portfolios in terms of magnitude and frequency and alerts the portfolio manager and Head of Compliance to any suspicious activity.
Operating profit margin and growth in turnover are the key performance indicators. During the year under review, the turnover presents management fees as well as performance fees in the period ending 31st December 2024.
The firm’s turnover was £146,486 (+10.5% year-on-year) due to winning additional clients part way through the prior year and further clients in the current year. The firm’s billable assets under management grew 642% year on year but the directors note that the firm won several large clients late in the fourth quarter which meant December revenue increased 384% month-on-month; the full benefit of these client wins is expected to be visible in 2025’s revenue. The firm’s operating loss was (£125,572), representing an operating margin of (85.7%), a material increase compared to 2023’s operating loss of (£43,417) which reflected an operating margin of (32.8%). The increase in operating expenses was primarily due to investment in systems and personnel to attract new clients, as well as reducing key man risk.
The directors believe that there are numerous non-financial performance indicators, but none are individually key to assessing the overall performance of the company.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors have acted in a way that promotes the success of the company for the benefit of its members and he group as a whole (having regard to the stakeholders and matters set out in S172(1) (a-f) of the Act) during the period ended on 31 December 2024.
In coming to this conclusion, the directors have considered the following: • Consideration of long-term consequences are an inherent part of the company's decision-making processes. As a privately-owned company, the board considers that the interests of the company and its shareholders are aligned in seeking sustainable value creation over the longer term through the company's operations, promoting long term strategic decision-making. • The company has continued throughout the year to provide employees with relevant information and to seek their views on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the company. • The company operates in the Financial Sector which is a sector characterised by long term relationships with stakeholders and is driven largely by maintaining strong relationships. Maintaining a reputation for high standards of business conduct is vital and the company expects all parties with whom it transacts always act with integrity, openly, honestly and ethically. The company has zero tolerance to fraud and maintains effective oversight and scrutiny processes, executed with independence and impartiality. • When taking decisions, the board considers the potential impact the decisions they take may have on the environmental and socially. Given the size of the business the impact of the company’s operations on the community and environment is not considerable. • The integrity of the company is underpinned with policies in relation to bribery and corruption, data protection, equality, diversity, fraud and whistleblowing, each of which is reinforced through appropriate training. • The directors are also shareholders of the company through 100% ownership of Lagopus Holdings Ltd, which owns 90% of Ptarmigan Capital Ltd. They believe that their interests are aligned with that of the company.
This report was approved by the board on 2 April 2025 and signed on its behalf.
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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.
The directors who served during the year were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 judgments 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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £125,572 (2023 - loss £43,417).
No dividends were paid during the year (2023 - £nil).
The directors consider the company is well placed and capitalised for future developments.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PTARMIGAN CAPITAL LIMITED
We have audited the financial statements of Ptarmigan Capital Limited (formerly HBS London Limited) (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PTARMIGAN CAPITAL LIMITED (CONTINUED)
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our Auditors' Report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
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.
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PTARMIGAN CAPITAL LIMITED (CONTINUED)
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:
∙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 financial services 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, taxation legislation, data protection, anti-bribery, employment and regulations set by the Financial Conduct Authority;
∙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;
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
∙understanding the design of the Company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates 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;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC.
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 also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PTARMIGAN CAPITAL LIMITED (CONTINUED)
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 Auditors' 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 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 21 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Ptarmigan Capital Limited is a private limited company registered in England and Wales. Its registered office is at 2nd Floor Connaught House, 1-3 Mount Street, London W1K 3NB. Its business address is at 4th Floor Rex House, 4-12 Regent Street, London, SW1Y 4PE.
The principal activity is that of asset management and other financial services.
2.Accounting policies
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 judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis, the validity of which is dependent upon the continued support of the directors and shareholders. The directors are satisfied that adequate resources will continue to be made available for at least twelve months from the date of approval of these financial statements and that the company will be able to meet its working capital requirements for the foreseeable future.
The company made a loss for the year but at the Statement of Financial Position date had net current assets and net assets. The directors are willing and able to provide personal funds if required to support the company so that it will be able to carry on trading and meet its financial obligations as and when they fall due for at least twelve months from the date of approval of these financial statements. The financial statements have therefore been prepared on a going concern basis.
The Company's functional and presentational currency is £ Sterling.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Defined contribution pension plan
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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Trade debtors, other debtors and loans to related parties are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initally at transation price plus attibutable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties. Cash and cash equivalents comprise cash balances and call deposits. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. In the preparation of these financial statements the directors have not needed to make judgements or estimates that are material to the company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Taxation (continued)
At the reporting date the company has estimated tax losses of £893,522 (2023 - £770,995) available to carry forward and use against future taxable profits, which have been carried forward to offset against future trading profits.
A deferred tax asset of £223,777 (2023 - £192,749) has not been recognised as there is insufficient evidence to ascertain its recoverability.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the year the company issued 97,156 of Ordinary shares for £322,556.
Profit and loss account
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate and ultimate parent company is Lagopus Holdings Ltd, a company registered in England and Wales at 2nd Floor Connaught House, 1-3 Mount Street, London W1K 3NB.
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