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REGISTERED NUMBER: 08668134 (England and Wales)















XMS CAPITAL PARTNERS UK LIMITED

Unaudited Financial Statements for the Year Ended 31 December 2024






XMS CAPITAL PARTNERS UK LIMITED (REGISTERED NUMBER: 08668134)






Contents of the Financial Statements
for the year ended 31 December 2024




Page

Company Information 1

Accountants' Report 2

Balance Sheet 3 to 4

Notes to the Financial Statements 5 to 8


XMS CAPITAL PARTNERS UK LIMITED

Company Information
for the year ended 31 December 2024







Directors: R S C Gill
T J Brombach
J Spence





Registered office: 3rd Floor
86 - 90 Paul Street
London
EC2A 4NE





Registered number: 08668134 (England and Wales)





Accountants: Cooper Parry Advisory Limited
CUBO Birmingham
4th Floor
Two Chamberlain Square
Birmingham
West Midlands
B3 3AX

Accountants' Report to the Board of Directors
on the Unaudited Financial Statements of
XMS Capital Partners UK Limited

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of XMS Capital Partners UK Limited for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us.

This report is made solely to the Board of Directors of XMS Capital Partners UK Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of XMS Capital Partners UK Limited and state those matters that we have agreed to state to the Board of Directors of XMS Capital Partners UK Limited, as a body, in this report. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that XMS Capital Partners UK Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of XMS Capital Partners UK Limited. You consider that XMS Capital Partners UK Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of XMS Capital Partners UK Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.






Cooper Parry Advisory Limited
CUBO Birmingham
4th Floor
Two Chamberlain Square
Birmingham
West Midlands
B3 3AX


Date: .............................................

XMS CAPITAL PARTNERS UK LIMITED (REGISTERED NUMBER: 08668134)

Balance Sheet
31 December 2024

2024 2023
Notes £ £ £
Fixed assets
Tangible assets 4 1,193 -

Current assets
Debtors 5 5,489 251,283
Cash at bank 513,492 102,977
518,981 354,260
Creditors
Amounts falling due within one year 6 286,208 257,104
Net current assets 232,773 97,156
Total assets less current liabilities 233,966 97,156

Provisions for liabilities 298 -
Net assets 233,668 97,156

Capital and reserves
Called up share capital 65,000 65,000
Retained earnings 168,668 32,156
Shareholders' funds 233,668 97,156

XMS CAPITAL PARTNERS UK LIMITED (REGISTERED NUMBER: 08668134)

Balance Sheet - continued
31 December 2024


The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 April 2025 and were signed on its behalf by:





R S C Gill - Director


XMS CAPITAL PARTNERS UK LIMITED (REGISTERED NUMBER: 08668134)

Notes to the Financial Statements
for the year ended 31 December 2024

1. Statutory information

XMS Capital Partners UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Computer equipment - 33% on cost

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. Employees and directors

The average number of employees during the year was 3 (2023 - 1 ) .

XMS CAPITAL PARTNERS UK LIMITED (REGISTERED NUMBER: 08668134)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

4. Tangible fixed assets
Computer
equipment
£
Cost
At 1 January 2024 787
Additions 1,429
At 31 December 2024 2,216
Depreciation
At 1 January 2024 787
Charge for year 236
At 31 December 2024 1,023
Net book value
At 31 December 2024 1,193
At 31 December 2023 -

5. Debtors: amounts falling due within one year
2024 2023
£ £
Trade debtors - 249,628
VAT 4,433 620
Prepayments 1,056 1,035
5,489 251,283

6. Creditors: amounts falling due within one year
2024 2023
£ £
Amounts owed to group undertakings 272,812 197,961
Tax 8,448 (5,074 )
Social security and other taxes - 29,279
Other creditors 1,151 32,740
Accruals and deferred income 3,797 2,198
286,208 257,104

7. Related party disclosures

Included within current assets is NIL (2023- £249,628) owing to companies within the group. All income for the period relates to charges to group companies.

All transactions are carried out at arms length

8. Post balance sheet events

After the year end the company issued additional shares of £35,000, increasing the total share capital to £100,000.

XMS CAPITAL PARTNERS UK LIMITED (REGISTERED NUMBER: 08668134)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

9. Mifidpru remuneration disclosure

Overview and summary

XMS Capital Partners UK Limited (XMS UK) is authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom (UK). XMS UK Provides corporate finance advisory services.

From 1 January 2023, XMS UK became subject to the UK Investment Firms Prudential Regime (IFPR). Under the IFPR and specifically the FCA's Prudential Sourcebook for MiFID firms (MIFIDPRU), XMS UK has been classified as a Small Non-Interconnected (SNI) MIFIDPRU investment firm. As an SNI firm (without additional Tier 1 instruments in issue), XMS UK is required (among other things) to publish a summary disclosure covering its remuneration arrangements under the Financial Conduct Authority (FCA) MIFIDPRU 8.6 Rules.

This Remuneration Disclosure covers XMS UK only. The performance reference period is from 1st January 2024 to 31st December 2024 and this Remuneration Policy disclosure has been prepared on the financial statements as of 31st December 2024.

Remuneration policies and practices

XMS UK pays all its staff remuneration, which comprises a fixed element and can also include a variable discretionary element. All remuneration is overseen by XMS UK's management body, its Board of Directors (the Board), in its supervisory function. An employee's fixed remuneration element is based on pre-determined criteria. It is non-discretionary, transparent, permanent for the year and subject to an annual review, whereby any possible increase is assessed. The fixed remuneration reflects a staff member's professional knowledge and experience, their skills, the requirements of the particular role for which they are employed, their qualifications, and his or her organisational responsibilities as set out in the staff member's job description and terms and conditions of employment.

All staff can receive variable remuneration in the form of an annual discretionary bonus. An employee's variable element of their remuneration is also based on pre-determined criteria. The variable element aims to motivate and reward high performers who strengthen long-term client relations, generate income and increase customer value. The performance will be assessed on the basis of the fulfilment of various business targets or the attainment of certain financial and non-financial objectives. Such targets will be set by XMS UK's senior management.

There are no staff members paid only variable discretionary remuneration, and fixed remuneration levels are set at levels sufficient to ensure there should be no dependency by employees on their receiving variable discretionary remuneration in order to be able to live. Variable discretionary remuneration is only paid from risk adjusted profits based upon the performance of the business as a whole, and the individual, and only after XMS UK's liquidity and capital requirements and its risk appetite and strategy have been considered on a 12-month rolling period.

Annual reviews are in place to assess whether an individual has achieved their goals and objectives; met the core competencies required in their particular role; undertaken all required training (particularly regulatory training) and assess any future development needs. The annual reviews are in compliance with the Financial Conduct Authority (FCA) requirements and include an assessment of competence and fitness and propriety for roles that fall under the Senior Managers & Certification Regime (SMCR) as well as those in XMS UK's business that are outside the SMCR.

XMS UK deems the following non-financial qualitative metrics to be relevant to its strategic objectives and therefore includes them in the annual review criteria for individuals:

- Meeting XMS UK's regulatory obligations (such as individual conduct; treating clients fairly; no upheld complaints; compliance with any stipulations set by the Compliance Oversight Officer, etc);
- Observing and adhering to XMS UK's risk management and compliance policies, and systems and controls that are in place;
- Observing and adhering to the compliance and governance procedures that are in place.
- Not having been subject to any disciplinary action or breached any of the Financial Conduct Authorities (FCA) conduct rules;
- Measures relating to building and maintaining positive external relationships with vendors, investors; and third party business contacts;
- Performance in line with XMS UK's strategy or values, good role model following XMS UK's process to ensure no risks are taken and no compliance is ignored;
- Prompt and transparent response on regulatory compliance attestations;
- Prompt completion of any training administered to the individual; and
- Good teamwork and culture, supporting each other, and working together.


XMS CAPITAL PARTNERS UK LIMITED (REGISTERED NUMBER: 08668134)

Notes to the Financial Statements - continued
for the year ended 31 December 2024
XMS UK does not discriminate against anyone on the grounds of any of the following characteristics (without limitation) age, disability, gender reassignment, marriage or civil partnership, pregnancy and maternity, race, religion/belief, sex (gender) and sexual orientation.

XMS UK's compliance consultants provide comments and input at least on annual basis into its Remuneration Policy arrangements to ensure it is balanced and proportionate to nature, scale and complexity of the risks inherent in XMS UK's business model and regulatory activities; does not lead to any undue risk taking by any employees; and that it is compliant with FCA relevant requirements.

Composition and breakdown of remuneration

Business area Total remuneration
All staff £582,879
Fixed remuneration £154,779
Variable remuneration £428,100