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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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CDR CAPITAL LTD
COMPANY INFORMATION
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CDR CAPITAL LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents the strategic report for CdR Capital Ltd for the year ended 31st December 2024.
Principal activities
The Company is part of a global private investment office that focuses on asset management, wealth management and other investment related consulting & marketing services with offices in Dubai, Geneva and London. In May 2024, the decision was made to wind down the activities of the London office and cease its asset management activities. In July 2024, an application was made to the Financial Conduct Authority (“FCA”) in the United Kingdom for the Company to withdraw its regulatory licence as both an AIFM and CPMI firm. Business Review 2024 was not an easy year for the Company as it made this decision to close after it was not able to secure further funding from either the existing shareholder or new investors. Once the formal decision was made in May 2024, the Company acted quickly to implement a closing down plan that included all its stakeholders and, very painfully, the redundancy of all its staff over a seven-month period. Due to the closing of the Company, there are areas of risk discussed in previous Strategic Reports which are no longer applicable and therefore, omitted from this Strategic Report. The principal risk for the Company is operational given its obligations to ensure that its closing is done in line with the rules in place, covering the Company’s registration with regulators in the US, Ireland and the UK and its statutory place of business in the UK. On 4th April 2025, the FCA approved the deregistration of the Company as a regulated entity and so it is expected that the Company will shortly be handed over to the liquidators to formally dissolve the Company. The Director has been in regular dialogue with the shareholder and has kept them informed during the process. The Company is hopeful that at the end of the formal dissolution there will be a small balance of funds that will be returned to the shareholder.
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CDR CAPITAL LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors of the Company must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act which is summarised as follows: A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: a. the likely consequence of any decision in the long term b. the interests of the company’s employees c. the need to foster the company’s business relationships with suppliers, customers and others d. the impact of the company’s operations on the community and the environment e. the desirability of the company maintaining a reputation for high standards of business conduct f. the need to act fairly as between shareholders of the Company. The Directors are briefed on their duties and they can access professional advice on these. The Directors fulfils their duties partly through a governance framework that delegates day-to-day Decision-making to employees of the Company. Due to the closing this Section 172 does not address all of those areas discussed in previous annual reports as they are no longer applicable. Our People The Company is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, clients, investors, communities and society as a whole. People are at the heart of the services we provide. The closing of the Company meant that all employees were made redundant with the Company following the correct procedures as laid out in UK employment law. The Company also helped as much it could to assist the employees with regards other opportunities. Shareholders The Directors are committed to openly engaging with its shareholders, as we recognise the importance of a continuing effective dialogue. It is important to the Directors that the shareholders understand the Company’s strategy and objectives, so these must be explained clearly, feedback heard, and any issues or questions raised properly considered. This has continued through the closing process.
This report was approved by the board on 23 May 2025 and signed on its behalf.
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CDR CAPITAL LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his report and the financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £2,295,400 (2023 - loss £1,613,121).
No dividends were proposed or paid in the period (2023: £nil).
The directors who served during the year were:
Information regarding future developments is included in the Strategic report.
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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CDR CAPITAL LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board on 23 May 2025 and signed on its behalf.
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CDR CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CDR CAPITAL LTD
FOR THE YEAR ENDED 31 DECEMBER 2024
We have audited the financial statements of CdR Capital Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, 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 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 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.
We draw attention to note 2.2 in the financial statements, which explains that the directors passed a resolution on 14 May 2024 to commence the orderly wind down of its business and therefore do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 2.2. Our opinion is not modified in respect of this matter.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is 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.
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CDR CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CDR CAPITAL LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's 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 Director's Report.
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CDR CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CDR CAPITAL LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and non-compliance with laws and regulations, our procedures included the following: enquiring of management concerning the Company’s policies with regards to identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the Company’s policies for detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the Company’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the Company operates in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act 2006, the Financial Services and Markets Act 2000 and applicable tax legislation. One particular focus area was the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the Company for evidence of any large or unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries and other adjustments. Another focus area was non-compliance with the rules of the Financial Conduct Authority (‘the FCA’). The Company was authorised and regulated by the FCA throughout the period. Our procedures to respond to risks identified included the following: reviewing correspondence between the Company and the FCA, performing analytical review to detect receipts of client money and remaining alert to the possibility of accidental receipt of client monies; and discussion of regulatory matters with the appointed officers of the Company. 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 director and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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CDR CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CDR CAPITAL LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 Auditor
16 Great Queen Street
WC2B 5AH
29 May 2025
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CDR CAPITAL LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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CDR CAPITAL LTD
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 May 2025.
The notes on pages 13 to 21 form part of these financial statements.
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CDR CAPITAL LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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CDR CAPITAL LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CdR Capital Ltd is a private company limited by shares incorporated in the United Kingdom.
The principal activities are documented in the Strategic Report. The Company's registered address is 9 Hawkshead Road, Potters Bar, Hertfordshire, EN6 1LZ.
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.
Following the failure of the Company to attract further Equity financing in April 2024, the directors passed a resolution on 14 May 2024 to commence the orderly wind down of its business, the Company then applied to cancel its authorisation with the FCA on 26 July 2024. As such the financial statements have been prepared on a basis other than going concern.
This alternative basis requires the director to consider the Company’s position at the balance sheet date in light of the change in circumstances, assessing whether the Company’s reported assets are disclosed at their recoverable value, whether any provisions are required in respect of contractual commitments that are considered onerous at the balance sheet date, and reclassifying assets and liabilities as falling due within one year as appropriate. Note 15 provides details of any significant post balance sheet events as part of the wind down process that are considered relevant to the users of the financial statements.
Turnover comprises revenue recognised by the Company in respect of investment advisory and fund management services and introductory services. Revenue is recognised over the period for which the services are provided.
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
The Company does not trade in financial instruments and all such instruments arise directly from operations.
All trade and other debtors, except for those relating to unpaid share capital receivable in more than one year, are initially recognised at transaction value, as none contain in substance a financing transaction. Thereafter, trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The Company does not hold collateral against its trade and other receivables so its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment. The Company's cash holdings comprise on demand balances. All cash is held with banks with strong external credit ratings. Trade and other creditors and accruals are initially recognised at transaction value as none of them represent a financing transaction. They are only derecognised when they are extinguished. Unpaid share capital receivable in more than one year is initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method.
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
The whole of the turnover is attributable to the principal activity of the business.
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
7.Taxation (continued)
At the year end the Company has tax losses carried forward of £8,072,165 (2023: £5,781,528). The Company has not recognised a deferred tax asset in respect of these losses due to uncertainties over the timing of future taxable trading profits against which to offset these losses.
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the year, the Company issued 2 ordinary shares for total consideration of £78,740. 40 shares (2023: 40) were held by the Company at the year end. Subsequent to the year end, on 8 May 2025, the Company reduced its share capital by £40, cancelling the shares held by the Company.
On 8 May 2025, the Company also reduced its share premium account from £10,224,254 to £nil with the balance being credited to the Profit and Loss reserve.
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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CDR CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
As at 31 December 2024, assets have been stated at their recoverable value where appropriate. As of 4 April 2025, the Company has been deauthorised by the FCA and is no longer an AIFM nor CPMI firm. Details of post year end changes to share capital are given in note 11.
The immediate and ultimate parent undertaking is CdR Capital Group S.A. (formerly CdR Capital S.à.r.l.), a company incorporated in Switzerland.
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