Company registration number 08823678 (England and Wales)
BLACK PEARL SECURITIES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
BLACK PEARL SECURITIES LIMITED
COMPANY INFORMATION
Directors
K McCulloch
M Bray
Company number
08823678
Registered office
28 King Street
London
England
EC2V 8EH
Auditor
Fisher, Sassoon & Marks
43-45 Dorset Street
London
W1U 7NA
BLACK PEARL SECURITIES LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 23
BLACK PEARL SECURITIES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -
The directors present the strategic report for the year ended 31 March 2025.
Fair review of the business
The company is regulated by the Financial Conduct Authority to hold client funds and act as a matched principal agent.
The company’s main source of revenue is commission, based upon the volume of trades carried out by the company’s clients. During the course of the year the turnover decreased substantially, as compared to 2024 due to the loss of several key clients and resulted in the company making a loss. The retail product saw a decline in account applications and consequent reduction in profit contribution. The CFD sectors, professional and retail clients, remain highly competitive in the marketplace.
Principal risks and uncertainties
As a service provider the directors consider that the key financial risk exposure faced by the company relate to counterparties credit risk and the need to maintain sufficient liquidity to satisfy regulatory capital requirements and working capital needs. The company does not take positions which expose it to material risk, nor does it have a material exposure to foreign exchange movement.
The company's financial risk management objectives are therefore to minimise the key financial risks through having clearly defining terms of business with counterparties and stringent market control over transactions with them and regular monitoring of cash flow and management accounts to ensure regulatory capital requirements are not breached and the company maintains adequate working capital.
The principal non-financial risk faced by the company relates to information technology failure. This is mitigated by having appropriate backup systems and procedures and a disaster recovery programme.
The directors determine the company's business strategy and risk appetite along with designing and implementing a risk management framework that recognises the risks that the business faces. They also determine how those risks may be mitigated and assess on an ongoing basis the arrangements to manage those risks.
The directors meet on a regular basis and discuss current projections for profitability and regulatory capital management, business planning and risk management. The Directors manage the company risks through a framework of policy and procedures having regard to relevant law, standards, principals and rules with the aim to operate a defined and transparent risk management framework. These policies and procedures are updated as and when required. The company follows the standardised approach to the market risk and the simplified standard approach to credit risk.
Key performance indicators
Key performance indicators are turnover £3,517,912 (2024: £16,039,380) and operating loss for the year £593,362 (2024: operating profit £1,132,630). At the year end the firm had net assets of £1,827,010 (2024: £2,254,250).
BLACK PEARL SECURITIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Directors' statement of compliance with duty to promote the success of the Company
The directors of the company have acted in a way that they consider, in good faith, would most likely promote the success of the company for the benefit of its shareholders, employees and customers as a whole, and in doing so, the directors have considered (amongst other matters):
The Directors are keenly focused on Compliance, undergoing regular updates to ensure they act in the best interest of the business and ensuring to follow conduct rules. The Directors are in periodical dialogue with the shareholder to assess and align the company’s strategic direction and activities.
The Directors meet regularly and are collectively responsible for ensuring that the Company's operations are aligned to its strategy, regulatory compliance requirements and good governance practices, including how the Company will act fairly with all stakeholders.
The Directors and Senior Managers, who hold a key role, are held accountable and assume the following additional responsibilities:. ·
The Directors are responsible for the setting and implementation of the Risk Management Framework (RMF) that strives for a robust, consistent and disciplined management of risk with the aim of facilitating the achievement of the Company’s corporate vision and strategic objectives.
Take reasonable steps to ensure the business of the firm is controlled effectively. The Directors ensure an audit trail is available for key decisions to be taken and any decisions made are in the best interests of clients. Information is only stored for the appropriate length of time and technological system updates are given high priority to ensure accuracy and security of data is not compromised.
Take reasonable steps to ensure the business of the firm complies with the relevant requirements and standards of the regulatory system. The Directors constantly review and monitor key areas of the business and seek advice from internal and external consultants when necessary.
Take reasonable steps to ensure any delegation of responsibilities is an appropriate person and oversee the discharge of the delegated responsibility effectively. The Directors push for professional growth and development for all employees and encourage staff to think independently, without heavily relying on senior management where possible. The Directors are regularly updated on employee performance and ensure this is reflected in their remuneration.
The Directors always consider the views and interests of a wider set of stakeholders and address the requirements above as follows.
Long Term Considerations
The Directors understand that the future success of the business is built around long-term strategies, and potential consequences need to be recognised alongside any risks. Any risks are required to be managed effectively, with processes in place to handle immediate term and long-term implications, allowing the business to continue to operate.
Company Employees
The Directors recognise that the employees are the Company's greatest asset. We are therefore committed to investing in our employees' personal and professional development. We offer a selection of rewards, benefits and training to ensure our employees are recognised for their efforts whilst ensuring their health and wellbeing are maintained.
BLACK PEARL SECURITIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Business Relationships
Conducting business with integrity, respect and diligence is essential for all our stakeholders. The Directors ensure conduct rules are followed during daily business interactions, whilst complying with all relevant regulatory standards. We constantly monitor employee performance through meetings with managers to ensure a reliable and accurate service is provided to stakeholders.
Regulatory Relationships
The Company is authorised and regulated in the UK by the FCA, which supervises the Company through periodic and ad-hoc reporting requirements. This ensures the financial performance, position and capital adequacy of the Company is within the requirements set out by the FCA. Through dedicated Compliance the Directors ensure strong compliance with the regulatory environment.
The Company's capital adequacy position is managed and monitored in accordance with FCA's Investment Firm Prudential Regime (IFPR) from 1st January 2022. The Company has established processes and controls in place to monitor and manage its capital adequacy position in accordance with the FCA's Internal Capital and Risk Assessment (ICARA) process. This ensures the Company maintains a strong capital base to support the development of its business, it can continue to operate as a going concern and comply with relevant FCA rules and guidance.
Providers and Customers
Providers are key to ensuring the Company meets the high standard of conduct which is expected by stakeholders. Active supplier management is maintained and reviewed to aid in the best services being delivered. The Directors review all invoices processed for payment and ensure they are paid within the stipulated credit terms. Extensive due diligence checks are carried out on potential customers and once onboarded, the Company works closely with customers to provide the highest level of service. The Directors remain dedicated to forging and preserving good relationships with customers, as this is crucial to the Company's success.
Community and Environment
The Company understands that small changes can make a big difference to our immediate
environment. Therefore, we have implemented environmental practices to reduce our overall carbon
footprint such as recycling. The company is committed to ensuring there is transparency in our own
business and in our approach to tackling modern slavery throughout our business under the Modern
Slavery Act 2015. We expect the same high standards from all our contractors, suppliers and other
business partners.
Shareholders
Regular communication is maintained with the shareholder through direct engagement by the
Directors in the form of meetings and emails. The shareholder is involved in all matters of strategic
importance, including financial performance, risks and opportunities.
K McCulloch
Director
15 July 2025
BLACK PEARL SECURITIES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
The directors present their annual report and financial statements for the year ended 31 March 2025.
Principal activities
The principal activity of the company continued to be that of provision of investment services and acting as principal to its clients in foreign exchange and derivatives including index Contract For Difference (CFD).
Results and dividends
The results for the year are set out on page 10.
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:
K McCulloch
Z Hashemi
(Resigned 30 June 2024)
M Bray
Supplier payment policy
The company's current policy concerning the payment of trade creditors is to:
- settle the terms of payment with suppliers when agreeing the terms of each transaction;
- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
- pay in accordance with the company's contractual and other legal obligations.
Financial instruments
Price risk
Price risk is defined as the risk that exposures to excessive price fluctuations in positions held by the company would cause a material loss to arise. All client positions are simultaneously matched with liquidity providers and hence this risk is mitigated.
Liquidity risk
The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquidity resources to meet the operating needs of the business.
Foreign currency risk
The company’s principal foreign currency exposures arise from trading with overseas companies. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling
Credit risk
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Regulatory risks
The company's directors have made it clear that it is a high priority to satisfy FCA rules and meet other regulatory requirements.
BLACK PEARL SECURITIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
Research and development
The company is currently undertaking research and development to improve the performance of its existing services. The aggregate amount of research and development expenditure recognised as an expense during the year was £Nil (2024: £21,385).
Post reporting date events
The company made a dividend payment in the sum of £600,000 subsequent to the year end.
Future developments
The directors are confident about the Company's progress and believe the company is well placed to make further progress during the coming years.
Auditor
In accordance with the company's articles, a resolution proposing that Fisher, Sassoon & Marks be reappointed as auditor of the company will be put at a General Meeting.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of directors' responsibilities
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.
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.
BLACK PEARL SECURITIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
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; and
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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
K McCulloch
Director
15 July 2025
BLACK PEARL SECURITIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLACK PEARL SECURITIES LIMITED
- 7 -
Opinion
We have audited the financial statements of Black Pearl Securities Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows 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 31 March 2025 and of its loss 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
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
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.
BLACK PEARL SECURITIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLACK PEARL SECURITIES LIMITED
- 8 -
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 directors' 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.
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the financial services sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Financial Conduct Authority (FCA), Companies Act 2006, taxation legislation, anti-money-laundering and employment legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
BLACK PEARL SECURITIES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLACK PEARL SECURITIES LIMITED
- 9 -
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
understanding the design of the company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators including the FCA and reviewing the company’s compliance monitoring procedures and findings.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 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 through collusion.
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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Marks (Senior Statutory Auditor)
for and on behalf of Fisher, Sassoon & Marks
15 July 2025
Chartered Accountants
Statutory Auditor
43-45 Dorset Street
London
W1U 7NA
BLACK PEARL SECURITIES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
3,517,912
16,039,380
Cost of sales
(3,288,664)
(14,039,426)
Gross profit
229,248
1,999,954
Administrative expenses
(822,610)
(867,324)
Operating (loss)/profit
4
(593,362)
1,132,630
Interest receivable and similar income
8
23,366
(Loss)/profit before taxation
(569,996)
1,132,630
Tax on (loss)/profit
9
142,756
(283,360)
(Loss)/profit for the financial year
(427,240)
849,270
The profit and loss account has been prepared on the basis that all operations are continuing operations.
BLACK PEARL SECURITIES LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 11 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
14
202,019
379,496
Cash at bank and in hand
1,763,359
3,568,554
1,965,378
3,948,050
Creditors: amounts falling due within one year
15
(138,368)
(1,693,800)
Net current assets
1,827,010
2,254,250
Net assets
1,827,010
2,254,250
Capital and reserves
Called up share capital
17
475,200
475,200
Share premium account
269,960
269,960
Profit and loss reserves
1,081,850
1,509,090
Total equity
1,827,010
2,254,250
The financial statements were approved by the board of directors and authorised for issue on 15 July 2025 and are signed on its behalf by:
K McCulloch
Director
Company Registration No. 08823678
BLACK PEARL SECURITIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
475,200
269,960
1,259,820
2,004,980
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
849,270
849,270
Dividends
10
-
-
(600,000)
(600,000)
Balance at 31 March 2024
475,200
269,960
1,509,090
2,254,250
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
(427,240)
(427,240)
Balance at 31 March 2025
475,200
269,960
1,081,850
1,827,010
BLACK PEARL SECURITIES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
22
(1,545,759)
2,419,323
Income taxes paid
(282,802)
(101,266)
Net cash (outflow)/inflow from operating activities
(1,828,561)
2,318,057
Investing activities
Interest received
23,366
Net cash generated from/(used in) investing activities
23,366
Financing activities
Dividends paid
(600,000)
Net cash used in financing activities
(600,000)
Net (decrease)/increase in cash and cash equivalents
(1,805,195)
1,718,057
Cash and cash equivalents at beginning of year
3,568,554
1,850,497
Cash and cash equivalents at end of year
1,763,359
3,568,554
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
1
Accounting policies
Company information
Black Pearl Securities Limited is a private company limited by shares incorporated in England and Wales. The registered office is 28 King Street, London, England, EC2V 8EH.
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, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation 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 of accounting in preparing the financial statements.
1.3
Turnover
Revenue represents net profit and loss, commission, spread and financial revenue from on line broking in contract for differences.
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business and is shown net of VAT and other sales related taxes.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation 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:
Software
100% Straight Line
1.5
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:
Plant and equipment
100% Straight Line
Fixtures and fittings
100% Straight Line
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
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.
1.6
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.
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.
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
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.
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
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.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
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.
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.
No deferred tax is provided on tax losses carried forward.
1.11
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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
As lessee
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.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
1.15
The Company holds money on behalf of clients in accordance with the client money rules of its regulator. Client monies held in segregated bank accounts in accordance with regulations and the corresponding liabilities to these clients are not recognised in the Balance Sheet. At 31 March 2025, amounts held by the Company on behalf of clients in accordance with the Client Assets Rules of the Financial Conduct Authority amounted to £112,066 (2024: £2,498,985).
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.
The directors do not consider there to be any critical judgements or key sources of estimation uncertainty involved in the preparation of the company's financial statements.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2025
2024
£
£
Turnover analysed by class of business
Commissions and Spreads
3,517,912
16,039,380
2025
2024
£
£
Other revenue
Interest income
23,366
-
The Company's income is derived from trading in CFDs as principal which, for the purposes of segmental analysis, is considered by the directors to be a single global market.
4
Operating (loss)/profit
2025
2024
Operating (loss)/profit for the year is stated after charging:
£
£
Exchange losses
48,086
51,116
Operating lease charges
48,455
54,035
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
18,091
18,000
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Management
2
3
Administration and support
1
2
Total
3
5
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
318,012
341,757
Social security costs
32,757
35,797
Pension costs
7,958
9,420
358,727
386,974
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
217,508
237,852
Company pension contributions to defined contribution schemes
5,288
6,330
222,796
244,182
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Directors' remuneration
(Continued)
- 20 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
126,215
116,852
Company pension contributions to defined contribution schemes
3,709
3,450
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
23,366
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
23,366
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
283,360
Adjustments in respect of prior periods
(142,756)
Total current tax
(142,756)
283,360
The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
(Loss)/profit before taxation
(569,996)
1,132,630
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(142,499)
283,158
Tax effect of expenses that are not deductible in determining taxable profit
(257)
202
Taxation (credit)/charge for the year
(142,756)
283,360
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
10
Dividends
2025
2024
£
£
Interim paid
600,000
11
Intangible fixed assets
Software
£
Cost
At 1 April 2024 and 31 March 2025
53,135
Amortisation and impairment
At 1 April 2024 and 31 March 2025
53,135
Carrying amount
At 31 March 2025
At 31 March 2024
12
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Total
£
£
£
Cost
At 1 April 2024 and 31 March 2025
19,308
1,283
20,591
Depreciation and impairment
At 1 April 2024 and 31 March 2025
19,308
1,283
20,591
Carrying amount
At 31 March 2025
At 31 March 2024
13
Financial instruments
2025
2024
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
33,004
3,900,882
Carrying amount of financial liabilities
Measured at amortised cost
129,610
1,410,440
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors & trading assets
18,214
317,538
Corporation tax recoverable
142,198
Other debtors
19,540
21,845
Prepayments and accrued income
22,067
40,113
202,019
379,496
15
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors and trading liabilities
116,197
1,381,430
Corporation tax
283,360
Other taxation and social security
8,758
11,773
Accruals and deferred income
13,413
17,237
138,368
1,693,800
Included within the trade creditors was the sum of £99,570 (2024: £275,949) owed to liquidity providers.
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
7,958
9,420
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
475,200
475,200
475,200
475,200
18
Events after the reporting date
The company made a dividend payment in the sum of £600,000 subsequent to the year end.
BLACK PEARL SECURITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
19
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:
2025
2024
£
£
Within one year
49,298
49,298
Between two and five years
55,511
104,809
104,809
154,107
20
Related party transactions
The following amounts were outstanding at the reporting end date:
At the year end the company owed £48,042 (2024: £322,022) to Gulf Brokers Ltd. The company acts as a liquidity provider and is owned by V Gesperik.
At the year end the company owed £51,528 (2024: £206,207) to Le Morne Capital Ltd. The company acts as a liquidity and technology provider and is owned by V Gesperik.
21
Ultimate controlling party
The controlling party is V Gesperik by virtue of his ownership of the shares in the company.
22
Cash (absorbed by)/generated from operations
2025
2024
£
£
(Loss)/profit for the year after tax
(427,240)
849,270
Adjustments for:
Taxation (credited)/charged
(142,756)
283,360
Investment income
(23,366)
Movements in working capital:
Decrease in debtors
319,675
405,543
(Decrease)/increase in creditors
(1,272,072)
881,150
Cash (absorbed by)/generated from operations
(1,545,759)
2,419,322
23
Analysis of changes in net funds
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
3,568,554
(1,805,195)
1,763,359
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