Limited Liability Partnership registration number OC339542 (England and Wales)
PEARL DIVER CAPITAL LLP
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
PEARL DIVER CAPITAL LLP
CONTENTS
Page
Members' responsibilities statement
Statement of comprehensive income
Balance sheet
1
Statement of cash flows
Notes to the financial statements
2 - 14
PEARL DIVER CAPITAL LLP
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
5
47,624
48,439
Investments
6
414,089
1,225,292
461,713
1,273,731
Current assets
Debtors falling due after more than one year
8
785,094
384,892
Debtors falling due within one year
8
323,540
442,319
Cash at bank and in hand
891,925
809,511
2,000,559
1,636,722
Creditors: amounts falling due within one year
9
(1,801,299)
(2,208,418)
Net current assets/(liabilities)
199,260
(571,696)
Total assets less current liabilities and net assets attributable to members
660,973
702,035
Represented by:
Loans and other debts due to members within one year
10
Amounts due in respect of profits
591,989
633,051
Members' other interests
10
Members' capital classified as equity
139,327
139,327
Other reserves classified as equity
(70,343)
(70,343)
660,973
702,035

These financial statements have been prepared and delivered in accordance with the provisions applicable to limited liability partnerships subject to the small limited liability partnerships regime.

The members of the limited liability partnership have elected not to include a copy of the profit and loss account within the financial statements.

The financial statements were approved by the members and authorised for issue on 22 April 2025 and are signed on their behalf by:
22 April 2025
Mr Indranil Basu
Mr Chandrajit Chakraborty
Designated member
Designated Member
Limited Liability Partnership registration number OC339542 (England and Wales)
PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Limited liability partnership information

Pearl Diver Capital LLP is a limited liability partnership incorporated in England and Wales. The registered office is The Canute, Renfrew Road, Kingston Upon Thames, Surrey, KT2 7NT.

 

The limited liability partnership's principal activities are disclosed in the Members' Report.

1.1
Accounting convention

These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the limited liability partnership. Monetary amounts in these financial statements are rounded to the nearest £.

1.2
Going concern

At the time of approving the financial statements, the members have a reasonable expectation that the limited liability partnership has adequate resources to continue in operational existence for the foreseeable future. Thus the members continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover represents the amounts recoverable for the services provided to clients, excluding value added tax, under contractual obligations which are performed gradually over time.

1.4
Members' participating interests

Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).

 

Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.

1.5
Research and development expenditure

Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the members are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortized over the period during which the limited liability partnership is expected to benefit.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Leasehold
Over 5 years straight line method
Fixtures, fittings & equipment
25% Reducing balance method
Computer equipment
25% Reducing balance method

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the limited liability partnership. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The limited liability partnership has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the limited liability partnership's statement of financial position when the limited liability partnership becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the limited liability partnership transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the limited liability partnership after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the limited liability partnership’s obligations expire or are discharged or cancelled.

1.11
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the limited liability partnership is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits and post retirement payments to members

The limited liability partnership operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.15
Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.

PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the limited liability partnership’s accounting policies, the members are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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.

3
Employees

The average number of persons (excluding members) employed by the partnership during the year was:

2024
2023
Number
Number
16
15
4
Members' remuneration
2024
2023
Number
Number
Average number of members during the year
2
2
2024
2023
£
£
Profit attributable to the member with the highest entitlement
159,204
1,700,936
PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
5
Tangible fixed assets
Land and buildings Leasehold
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2024
96,185
52,658
126,783
275,626
Additions
-
1,350
11,644
12,994
At 31 December 2024
96,185
54,008
138,427
288,620
Depreciation and impairment
At 1 January 2024
89,690
43,197
94,300
227,187
Depreciation charged in the year
1,470
2,365
9,974
13,809
At 31 December 2024
91,160
45,562
104,274
240,996
Carrying amount
At 31 December 2024
5,025
8,446
34,153
47,624
At 31 December 2023
6,495
9,461
32,483
48,439
6
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
7
819
819
Unlisted investments
413,270
1,224,473
414,089
1,225,292
Fixed asset investments revalued
PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Fixed asset investments
(Continued)
- 8 -
Movements in fixed asset investments
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2024
819
1,224,473
1,225,292
Valuation changes
-
(12,184)
(12,184)
Disposals
-
(799,019)
(799,019)
At 31 December 2024
819
413,270
414,089
Carrying amount
At 31 December 2024
819
413,270
414,089
At 31 December 2023
819
1,224,473
1,225,292
7
Subsidiaries

Details of the limited liability partnership's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Pearl Diver Capital NA Inc.
United States of America
Common Stock
100.00
Pearl Diver CLO Opportunity 2017-A GP Limited
Guernesy
Ordinary
100.00
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
73,952
-
Amounts owed by group undertakings
-
228,033
Other debtors
136,716
71,462
Prepayments and accrued income
112,872
142,824
323,540
442,319
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
785,094
384,892
Total debtors
1,108,634
827,211
PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
9
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
36,339
-
Amounts owed to group undertakings
214,075
819
Other taxation and social security
59,150
52,400
Other creditors
90,443
997,395
Accruals and deferred income
1,401,292
1,157,804
1,801,299
2,208,418
PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
10
Reconciliation of Members' Interests
EQUITY
DEBT
TOTAL
Members' other interests
Loans and other debts due to members less any amounts due from members in debtors
MEMBERS'
INTERESTS
Members' capital
Other reserves
Total
Other amounts
Total
Total
2024
£
£
£
£
£
£
Amounts due to members
633,051
Members' interests at 1 January 2024
139,327
(70,343)
68,984
633,051
633,051
702,035
Members' remuneration charged as an expense, including employment costs and retirement benefit costs
-
-
-
288,938
288,938
288,938
Profit for the financial year available for discretionary division among members
-
-
-
-
-
-
Members' interests after loss and remuneration for the year
139,327
(70,343)
68,984
921,989
921,989
990,973
Drawings
-
-
-
(330,000)
(330,000)
(330,000)
Members' interests at 31 December 2024
139,327
(70,343)
68,984
591,989
591,989
660,973
PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
11
Loans and other debts due to members
2024
2023
£
£
Analysis of loans
Amounts falling due within one year
591,989
633,051

In the event of a winding up the amounts included in "Loans and other debts due to members" will rank equally with unsecured creditors.

12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Harsheel Dodhia
Statutory Auditor:
KLSA LLP
Date of audit report:
22 April 2025
13
Operating lease commitments
Lessee

At the reporting end date the limited liability partnership had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
197,190
197,190
Between two and five years
488,045
685,235
685,235
882,425
PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
14
Related party transactions

The members of the partnership have an indirect relationship with Pearl Diver CLO Opportunity 2014 GP Limited , Pearl Diver CLO Opportunity 2017 GP Limited, Pearl Diver CLO Opportunity 2018 GP Limited, Pearl Diver Floating Rate Global Income GP Limited, Pearl Diver CLO Opportunity 2019 GP Limited, and Pearl Diver CLO Opportunity 2021 GP Ltd, all six are Guernsey limited companies, through their shareholding in a Guernsey limited company which owns Pearl Diver CLO Opportunity 2014 GP Limited, Pearl Diver CLO Opportunity 2017 GP Limited, Pearl Diver CLO Opportunity 2018 GP Limited, Pearl Diver Floating Rate Global Income GP Limited, Pearl Diver CLO Opportunity 2019 GP Limited, Pearl Diver CLO Opportunity 2021 GP Ltd and Pearl Diver Nautilus Master GP Ltd. All seven of the companies run by its own independent Guernsey based board of directors not limited to the members, received investment advisory services from the partnership during the year to 31 December 2024, for which the partnership was paid advisory fees of £596,600 (2023: £94,418) and £118,116 (2023: £1,627,819) and £Nil (2023: £94,418) and £1,545,219 (2023: £1,471,676) and £1,393,169 (2023: £494,146) and £473,149 (2023: £2,038,330) and £386,009 (2023: £Nil) respectively.

 

Pearl Diver Credit Company Inc paid advisory fees of £4,216 (2023: £nil) to the parternship. The member of the partnership, Indranil Basu is also a director of this company.

 

At the balance sheet date, a balance of £740 (2023: £740) was payable to Pearl Diver CLO Opportunity 2017-A GP Limited, its subsidiary which is incorporated in Guernsey. During the year, advisory income earned from Pearl Diver CLO Opportunity 2017-A GP Limited amounted to £718,199 (2023: £94,570).

 

During the year, the partnership paid advisory fees of £1,869,159 (2023: £1,680,000) to Pearl Diver Capital NA Inc. (USA). At the balance sheet date, a balance of £nil (2023: £228,033) was receivable from Pearl Diver Capital NA Inc. (USA) and a balance of £213,335 (2023: £79) payable to Peal Diver Capital NA Inc. (USA), its subsidiary which is incorporated in New York.

15
Control

The ultimate controlling party is Mr Indranil Basu by virtue of 75% shareholding in the partnership.

PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
16
Remuneration Disclosure Statement

Introduction

This Remuneration Disclosure Statement is made pursuant to the requirements of MIFIDPRU 8 of the FCA Handbook. It outlines the remuneration policies and practices of Pearl Diver Capital LLP, a non-SNI (non-Small Non-Intermediary) firm, as they relate to the individuals involved in the provision of investment services and activities. The purpose of this disclosure is to ensure compliance with the regulatory obligations regarding remuneration transparency and governance, in line with the FCA rules.

 

1. Remuneration Policy Overview

Pearl Diver Capital LLP has established a comprehensive remuneration policy designed to promote effective risk management and align the interests of its employees, clients, and the firm with the long-term success of the business. The policy reflects the principles set out in MIFIDPRU 8 and is subject to regular review.

2. Governance and Oversight

The management is responsible for overseeing the implementation of the remuneration policy and ensuring it is in line with the firm's business strategy, values, and risk management framework. The management will review the remuneration policy annually and, if necessary, amend the policy.

3. Fixed and Variable Remuneration

The firm’s remuneration consists of two main components:

4. Performance-Based Remuneration

Variable remuneration is tied to a combination of the following:

5. Non-Financial Criteria

In determining remuneration, the firm considers a range of non-financial criteria, such as ethical conduct, adherence to internal policies, and the promotion of a culture of compliance and integrity.

6. Deferral, Malus, and Clawback

For senior management and other individuals whose actions have a material impact on the firm’s risk profile, a portion of variable remuneration is deferred over a period of time. The firm’s deferral policies allow for the adjustment of the deferred portion in the event of poor performance or compliance breaches. Malus and clawback provisions are applied in cases of misconduct, material risk-taking, or failure to meet performance or regulatory standards.

PEARL DIVER CAPITAL LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -

7. Identified Staff

In line with MIFIDPRU 8, Pearl Diver Capital LLP has identified individuals whose professional activities have a material impact on the firm’s risk profile. These individuals include senior management, risk takers, control functions, and other employees whose roles may expose the firm to significant risk.

8. Remuneration Disclosure

As required by MIFIDPRU 8, the following disclosures are made:

9. Quantitative Disclosures

Total Remuneration Awarded

The total remuneration awarded is split into categories for senior management, other material risk takers, and other staff:

Category

No. of Staff

Total Remuneration

Fixed Remuneration

Variable Remuneration

Senior Management

2

See Note below

See Note below

See Note below

Other Material Risk Takers

5

1,511,078

728,401

782,677

Other Staff

12

1,150,327

715,327

435,000

Deferred Remuneration, Severance Payments and Guaranteed Variable Remuneration Awards

There were no deferred remuneration, severance payments or guaranteed variable remuneration awards awarded during the financial year.

10. Conclusion

Pearl Diver Capital LLP is committed to ensuring that its remuneration practices are in line with regulatory requirements, align the interests of its employees with those of its clients, and encourage long-term value creation. The firm’s Remuneration Policy is reviewed periodically to ensure its effectiveness in achieving these objectives.

This document is intended to provide transparency to stakeholders regarding the firm’s remuneration practices and to ensure compliance with MIFIDPRU 8 of the FCA Handbook.

Contact Information: For further details, please contact:

Name and Position: Kelvin Ho, COO&CCO

Email: kelvin.ho@pearldivercap.com

 

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