Company registration number 06634506 (England and Wales)
GALLIUM FUND SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
GALLIUM FUND SOLUTIONS LIMITED
COMPANY INFORMATION
Directors
P A Dooley
(Appointed 21 September 2023)
B Gowdy
(Appointed 7 August 2023)
Company number
06634506
Registered office
Gallium House
Unit 2 Station Court
Borough Green
Sevenoaks
Kent
TN15 8AD
Auditor
Arnold Hill & Co LLP
Sixth Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
GALLIUM FUND SOLUTIONS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 22
GALLIUM FUND SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -
The directors present the strategic report for the year ended 30 June 2024.
Review of the business
During the year Mr Peter Dooley and Mr Barry Gowdy were the directors of Gallium Fund Solutions Limited.
Gallium Fund Solutions Limited was owned by Mr Peter Dooley and Mr Anthony Norris who each had a 50% shareholding. On 4 November 2022 Anthony Norris was declared bankrupt and his 50% shareholding was held by his trustee in bankruptcy. On 19 August 2024 Mr Peter Dooley acquired the 50% shareholding from the trustee in bankruptcy and is now the 100% sole shareholder.
Following the appointment of Mr Dooley and Mr Gowdy as directors it was considered necessary to remove the directors and management of the subsidiary companies to enable a full review of the financial and trading position of the group to be undertaken. This has now been completed. All former management have been removed and have had their contracts terminated. These roles have now been successfully filled by a combination of external appointments and internal promotions of employees not associated with the previous management team.
Appropriate measures have been implemented to stabilise the group structurally and financially. This is enabling the group to continue to operate in the best interest of it clients..
Moving into financial year ended 30 June 2025, the management team are confident of further improvement.
During 2023, Gallium commenced pursuing claims against a number of third parties surrounding the previous abuse of shareholder funds. During 2024 Gallium has been successful in claims made against Mr Michael Bailey and Rix and Kay, settlement sums have been received post year end.
There are still further ongoing claims that are in preliminary stages.
With Gallium’s capital position now secure along with its share structure now under the sole ownership of Peter Dooley, new clients are now starting to be actively engaged.
The Company is seeking to pursue corporate client work.
All known regulatory difficulties stemming from the previous management activities are believed to be known and have been successfully managed.
As Gallium’s position improves, insurance premiums have halved from the level they were in financial year ended 30 June 2024 moving into financial year ended 30 June 2025. Gallium is now regarded by the insurer as less risky as a result of the improved capital position and improved management structure. The insurers believe there can be a further reductions in premiums.
GALLIUM FUND SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Principal risks and uncertainties
The Company is exposed to liquidity risk, credit risk and interest rate risk. However, there are no external borrowings of the company, and therefore the liquidity and interest rate risks are not considered material.
The Company's principal financial assets are cash and trade receivables. Therefore, the Company's credit risk is primarily attributable to its trade receivables. The Company's approach to managing the credit risk is to monitor these trade receivables and make an allowance for impairment when there is objective evidence that the Company will not be able to collect all amounts according to the general terms of the receivables concerned.
Regulatory risk
This is the risk of non-compliance with the regulatory environment the Company operates in. The Company monitors the regulatory environment closely. The Company also holds compliance meetings regularly to ensure the Company remains compliant with existing and upcoming regulatory changes. The Company promotes transparency and openness when working with regulatory parties. During the year there were a number of complaints made to the Financial Ombudsman Service that were in progress, the Company has been fully cooperative in respect of these matters and is working to resolve these issues.
Pillar 3 disclosure will be made available upon request to Gallium Fund Solutions Limited.
Key performance indicators
2024 2023
Operating Profit Margin 17.46% (39.96)%
Net fee and commission income £817,339 £1,944,625
Return on capital employed (795.41)% 597.91%
Other performance indicators
The directors have identified that the issues arising from the activities of the previously appointed representatives increased the operational risk. Historically the company has managed around thirty appointed representative contracts and at the date of this report there was only one active appointed representative. The contract with this appointed representative is currently on notice and will end within the next 6 months.
Other information and explanations
Directors' statement of compliance with duty to promote the success of the company
The current directors consider, both individually and collectively, that they have acted in the way that would most likely promote success for the benefit of its stakeholders as a whole in the decisions taken during the year ended 30 June 2024.
The directors engage in setting, approving and executing the agreed strategic vision and direction and related policies. Other areas are regularly reviewed during each financial year including business performance, risk and compliance, shareholder engagement, health and safety and corporate responsibility matters. This is undertaken by the consideration of reports in board meetings.
In reaching this conclusion the directors have considered their engagement with the following stakeholders and issues:
Customers: The Company seeks to build long-term trusted relationships with customers and seeks regular feedback on performance.
Employees: Employees are encouraged to participate in strategic and operational decision making where appropriate. There is regular communication in relation to short and long-term direction by way of staff meeting and informal meetings and social activities.
Community and the environment: The Company aims to minimise its impact on the environment and local community.
GALLIUM FUND SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
P A Dooley
Director
23 May 2025
GALLIUM FUND SOLUTIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
The directors present their annual report and financial statements for the year ended 30 June 2024.
Principal activities
The principal activity of the company continued to be that of establishing and operating collective investment schemes and providing fund management services as an authorised Alternative Investment Fund Manager. The company is authorised by the Financial Conduct Authority number 487176.
Results and dividends
The profit for the year, after taxation, amounted to £112,027 (2023 - Loss of £740,625 ).
No dividends will be distributed for the year ended 30 June 2024.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
P A Dooley
(Appointed 21 September 2023)
B Gowdy
(Appointed 7 August 2023)
Post reporting date events
Information relating to events since the end of the year is given in the notes to the financial statements.
Future developments
The company seeks to increase its business in its existing market segments and explore new avenues of income through acquisition or organic growth.
Auditor
The auditors, Arnold Hill & Co LLP (Statutory Auditors), will be proposed for re-appointment at the forthcoming Annual General Meeting.
Statement of disclosure to auditor
So far as the directors are 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 each director 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.
Going concern
The directors have reviewed cash flow forecasts and budgets, which show that the company has sufficient working capital for at least a year from the date these Financial Statements are approved. This is based on the assumptions that the budgeted forecasts are achievable. Given the above, the directors consider it appropriate to adopt a going concern basis in preparing the financial statements.
On behalf of the board
P A Dooley
B Gowdy
Director
Director
23 May 2025
GALLIUM FUND SOLUTIONS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.
GALLIUM FUND SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GALLIUM FUND SOLUTIONS LIMITED
- 6 -
Opinion
We have audited the financial statements of Gallium Fund Solutions Limited (the 'company') for the year ended 30 June 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditor's 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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
GALLIUM FUND SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GALLIUM FUND SOLUTIONS LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur.
The following laws and regulations were identified as being of significance to the entity:
- Those laws and regulations to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislations.
- It is considered that the FCA laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigations or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
GALLIUM FUND SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GALLIUM FUND SOLUTIONS LIMITED (CONTINUED)
- 8 -
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.
Bobby Gurdep Bhogal ACA ACCA ATT
Senior Statutory Auditor
For and on behalf of Arnold Hill & Co LLP
28 May 2025
Chartered Accountants
Statutory Auditor
Sixth Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
GALLIUM FUND SOLUTIONS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
817,339
1,944,625
Administrative expenses
(708,626)
(2,627,260)
Other operating income
1,000
Exceptional items
4
33,984
(95,449)
Operating profit/(loss)
5
142,697
(777,084)
Interest receivable and similar income
7
21
19
Interest payable and similar expenses
(24)
Profit/(loss) before taxation
142,694
(777,065)
Tax on profit/(loss)
8
(30,667)
36,440
Profit/(loss) for the financial year
112,027
(740,625)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
GALLIUM FUND SOLUTIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
2024
2023
£
£
Profit/(loss) for the year
112,027
(740,625)
Other comprehensive income
-
-
Total comprehensive income for the year
112,027
(740,625)
GALLIUM FUND SOLUTIONS LIMITED
BALANCE SHEET
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
1,653
4,015
Current assets
Debtors
10
445,639
367,862
Cash at bank and in hand
7,702
15,677
453,341
383,539
Creditors: amounts falling due within one year
11
(471,931)
(516,518)
Net current liabilities
(18,590)
(132,979)
Total assets less current liabilities
(16,937)
(128,964)
Provisions for liabilities
Deferred tax liability
12
1,003
1,003
(1,003)
(1,003)
Net liabilities
(17,940)
(129,967)
Capital and reserves
Called up share capital
13
100,000
100,000
Profit and loss reserves
(117,940)
(229,967)
Total equity
(17,940)
(129,967)
The financial statements were approved by the board of directors and authorised for issue on 23 May 2025 and are signed on its behalf by:
P A Dooley
B Gowdy
Director
Director
Company registration number 06634506 (England and Wales)
GALLIUM FUND SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2022
100,000
510,658
610,658
Year ended 30 June 2023:
Loss and total comprehensive income
-
(740,625)
(740,625)
Balance at 30 June 2023
100,000
(229,967)
(129,967)
Year ended 30 June 2024:
Profit and total comprehensive income
-
112,027
112,027
Balance at 30 June 2024
100,000
(117,940)
(17,940)
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
1
Accounting policies
Company information
Gallium Fund Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Gallium House, Unit 2 Station Court, Borough Green, Sevenoaks, Kent, TN15 8AD.
The principal activity of the company continued to be that of establishing and operating collective investment schemes and providing fund management services as an authorised Alternative Investment Fund Manager. The company is authorised by the Financial Conduct Authority number 487176.
1.1
Accounting convention
These financial statements have been prepared in accordance 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 company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Gallium Fund Solutions Group Limited. These consolidated financial statements are available from its registered office, Gallium House Unit 2, Station Court, Borough Green, Sevenoaks, Kent, TN15 8AD.
1.2
Going concern
The financial statements of the company are prepared on a going concern basis at the time of approving these financial statements the directors have reasonable expectations that the company has adequate resources to continue in operational existence for the foreseeable future, thus the directors continue to adopt the going concern basis when the financial statements.true
At 30 June 2024, the company had net profit of £112,027 (2023: loss of £740,625) and net liabilities of £17,940 (2023: £129,967). Although at the balance sheet date, the company does not meet its own funds threshold and permanent minimum capital requirements. Gallium Fund Solutions Group Limited will continue to provide financial support to the company to meet its financial obligations as and when they fall due. Additionally, the company has successfully received settlements in respect of two claims totalling £752,496 (see Note 18) since the year end. Given these events, the company has strengthened its financial position hence the directors consider it appropriate to adopt a going concern basis in preparing the Financial Statements.
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover
The total turnover for the period has been derived from the principal activity wholly undertaken in the United Kingdom.
Turnover represents amounts receivable for asset management services provided, net of VAT, where applicable, including initial and launch fees, operator fees, administration fees, liquidating trust fees and investment management fees. Fees are recognised as services are delivered.
1.4
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.
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:
Fixtures and fittings
25% straight line
Office equipment
25% straight line
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 credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
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.
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
1.7
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
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 company 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 company after deducting all of its liabilities.
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
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.
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 being measured at 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 company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.
1.11
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 leases asset are consumed.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors 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.
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Accrued income
Accrued income is estimated based on valuations of funds at year end and income due on the performance of the funds as at the year end that still remains unbilled. This is income the Company are entitled to recognise based on services provided up to year end.
Bad debt provision
Bad debt provisions are raised regarding specific balances of accrued income for services provided and not yet billed. It is estimated based on amounts that have a high likelihood of not being received.
Accruals
Accruals have been raised based on services received that have not been billed to the Company. A reliable estimate has been made using third party confirmations.
Management charges
Management recharges are decided by the management team on a periodic basis and are incurred for payroll services provided.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Collective investment schemes
415,415
1,527,021
AIFM & investment management
401,924
387,604
Management fees
-
30,000
817,339
1,944,625
2024
2023
£
£
Other revenue
Interest income
21
19
4
Exceptional item
2024
2023
£
£
Expenditure
Write-off of intercompany balances
(33,984)
95,449
The company has agreed to waive intercompany balances. As a result, £33,984 (2023: £95,449) has been written off to the Profit and Loss account in accordance with the internal loan waiver.
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
5
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging:
£
£
Depreciation of owned tangible fixed assets
2,362
3,336
Operating lease charges
28,849
26,849
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
46,452
56,000
The company has borne all the audit fees of the other group companies.
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
21
19
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
30,667
Adjustments in respect of prior periods
(37,443)
Total current tax
30,667
(37,443)
Deferred tax
Origination and reversal of timing differences
1,003
Total tax charge/(credit)
30,667
(36,440)
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
8
Taxation
(Continued)
- 20 -
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
142,694
(777,065)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 21.00%)
35,674
(163,184)
Tax effect of expenses that are not deductible in determining taxable profit
31,067
43,452
Tax effect of income not taxable in determining taxable profit
(5)
(4)
Tax effect of utilisation of tax losses not previously recognised
(34,851)
Unutilised tax losses carried forward
106,583
Adjustments in respect of prior years
(36,440)
Group relief
(1,218)
12,812
Permanent capital allowances in excess of depreciation
341
Taxation charge/(credit) for the year
30,667
(36,440)
9
Tangible fixed assets
Fixtures and fittings
Office equipment
Total
£
£
£
Cost
At 1 July 2023 and 30 June 2024
38,585
42,217
80,802
Depreciation and impairment
At 1 July 2023
36,612
40,175
76,787
Depreciation charged in the year
573
1,789
2,362
At 30 June 2024
37,185
41,964
79,149
Carrying amount
At 30 June 2024
1,400
253
1,653
At 30 June 2023
1,973
2,042
4,015
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
10
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
49,003
55,782
Corporation tax recoverable
37,443
37,443
Other debtors
12,800
11,105
Prepayments and accrued income
346,393
263,532
445,639
367,862
11
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
469
Trade creditors
29,934
83,731
Amounts owed to group undertakings
21,622
95,910
Corporation tax
60,730
30,063
Other taxation and social security
40,378
55,120
Other creditors
105
Accruals and deferred income
318,693
251,694
471,931
516,518
12
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
1,003
1,003
There were no deferred tax movements in the year.
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
13
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
100,000
100,000
100,000
100,000
GALLIUM FUND SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
13
Share capital
(Continued)
- 22 -
14
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
12,505
26,848
Between two and five years
12,505
12,505
39,353
15
Events after the reporting date
Gallium continues to pursue claims against a number of parties surrounding the previous abuse of shareholder funds and other issues. After the year end Gallium Fund Solutions Limited received settlement in respect of two claims totaling £752,496 and additional further claims remain ongoing.
16
Ultimate controlling party
The share capital of the company is owned by Gallium Fund Solutions Group Limited, a company registered in England and Wales. At the year end, there was no ultimate controlling party in the year, (2023: no ultimate controlling party). On the 19 August 2024, the ownership of the the ultimate parent company of the group Gallium Fund Solutions Group Limited was transferred to Peter Dooley. As a result, Peter Dooley has effective control of the group.
Copies of the consolidated accounts can be obtained by writing to Gallium Fund Solutions Group Limited, Gallium House Unit 2 Station Court, Borough Green, Sevenoaks, Kent, England, TN15 8AD.
17
Related party disclosures
The company has taken advantage of the exemption provided in FRS 102 from disclosing transactions with members of the same group that are wholly owned.
Related party disclosures will be made in the group accounts, Gallium Funds Solutions Group Limited whose registered office is Gallium House, Unit 2, Station Court, Borough Green, Sevenoaks, Kent, TN15 8AD.
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