Company registration number 04301639 (England and Wales)
COMMANDER ASSET MANAGEMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
COMMANDER ASSET MANAGEMENT LIMITED
COMPANY INFORMATION
Directors
M.C.M Randall
T.L Tatham
J.E Rolfe
Secretary
J.E Rolfe
Company number
04301639
Registered office
2 St Andrew's Hill
London
EC4V 5BY
Auditor
TC Group
5th Floor
3 Dorset Rise
London
EC4Y 8EN
COMMANDER ASSET MANAGEMENT LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 20
COMMANDER ASSET MANAGEMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Fair review of the business
2024 has been a year of continued consolidation for the company as it sought to apply its systematic investment framework to a global (developed and emerging regions) equity market with a sustainable ESG remit, which encompasses the FCA’s Sustainability disclosure and labelling regime, which FCA regulated entities had to comply with from 2nd December 2024. The FCA's new Sustainability Disclosure Requirements (SDR) are a set of rules and guidance aimed at enhancing transparency and combating greenwashing in the financial industry, requiring firms to make clear and accurate sustainability-related disclosures for investment products, including a new labelling regime and an anti-greenwashing rule. The firm’s intention is to launch the Commander Global Sustainable Equity (GSE) product in the form of a UK NURS OEIC, for professional clients and eligible counterparties, with a Sustainable Focus label. The Fund will utilise Commander’s investment strategy, which is a highly disciplined, robust, transparent, rules-based long-only equity strategy. It unites two straightforward yet powerful principles: Continual rotation of individual stock prices within equity markets; and Systematic compound growth.
The Fund’s sustainability objective is to invest across industry sectors in global companies that are best placed to deliver positive socially responsible outcomes, notably by being highly resilient to financially-material sustainability risks and by striving to ensure their operations do no significant harm to society and the environment. Companies must demonstrate they pass various threshold conditions around sustainability risk (including climate, diversity, business involvement, sustainable development goals and implied temperature rise) to be eligible, and the Fund invests only in companies that meet all of these threshold conditions. These threshold conditions use absolute metrics and are based on financial regulations and/or external methodologies, to ensure transparency, comparability and objectivity. The portfolio is selected from this eligible universe of stocks using additional criteria seeking to align the portfolio to its benchmark from a regional and sectoral allocation, and with the strongest ESG metrics according to the most relevant sector-specific key issues, using external ESG research (from MSCI ESG Research). The Commander GSE strategy has retained what would be a AAA ESG fund rating from MSCI in 2023, 2024 & 2025. MSCI ESG Fund Ratings are designed to provide greater transparency and understanding of the ESG characteristics of fund and ETF components in investor portfolios. They are designed to assess the resilience of a fund’s aggregate holdings to long term ESG risks and opportunities, rating Funds from AAA to CCC. Presently the GSE Strategy would be the only MSCI ESG AAA rated strategy amongst its intended peer group. The directors feel that given progress accomplished in 2024, the company is well positioned for UK institutional investors (including pension funds, professional investors and family offices) to access its Global Sustainable Equity strategy through appropriate vehicles launched in 2025. |
Principal risks and uncertainties
The company’s directors operate a risk management framework that sets out the responsibilities and escalation procedures for the identification, monitoring, and management of operational and business risks. Capital planning takes these identified risks into account. Specific personnel are assigned responsibility for the risks across the company.
Risks and mitigating controls are periodically reassessed, taking into account the company’s risk appetite and business operations. Where risks are identified which fall outside of the company’s risk tolerance levels, or where the need for remedial action is identified in respect of identified weaknesses in the company’s mitigating controls, then actions are taken to improve the control framework.
COMMANDER ASSET MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
The Board meets periodically to review the quality of the control framework and to satisfy itself that appropriate controls are in place and that mitigating actions are moving forward. Set out below are the risks that the directors consider to be the most relevant to the business.
Liquidity risk
The directors manage liquidity by ensuring that the company has sufficient cash resources to meet its liabilities as they fall due without causing any undue financial strain on the business, whilst having regard to the regulatory requirements set out by the FCA. In order to achieve this, the directors monitor the company's cash position on a regular basis to ensure that the company maintains adequate working capital.
Operational risk
This is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events, including legal risk. The company seeks to minimize operational risk through a controls framework, particularly when engaging in new business ventures. The most significant operational risks currently facing the company would most likely be the impact of unexpected losses during its current transition period, as a number of new business ventures are being explored, as noted above. The directors are satisfied that they have procedures and controls to ensure that this transition period does not create any undue risk to the company.
Business risk
Business risk arises from external sources such as changes to the economic environment or one-off economic shocks, and also from internal sources such as poor decisions or suboptimal allocation of capital resulting in poor performance and damage to the company’s reputation.
Various different scenarios are modelled in order to assess the impact of adverse economic conditions on the company’s financial position, particularly having regard to new business ventures being sought and the impact that these business lines will have on the company. This enables the directors to monitor its business risk and to assist in its future capital planning.
Credit risk
The company is not exposed to material credit risk other than in respect of cash held on deposit at regulated institutions. Consequently, the company has a limited number of credit exposures in respect of its business and the directors can monitor the cash flow readily.
Market risk
The company is not currently exposed to any material market risk and its cash balances are held in sterling, which is the currency in which costs are predominately incurred. The directors monitor the position regularly to ensure that the company is not exposed greatly to foreign exchange movement.
Section 172 statement
The directors of the company always endeavour, individually and collectively, to act in a way to promote the success of the company for the benefit of its members as a whole. In doing so, they consider the likely consequence of any decisions in the long-term, having regard to an approach that is fair and equitable to all members of the company collectively.
Underlying their decision-making process, the directors consider the impact on the company’s employees and are mindful of how the company’s business operations impact the community and environment. The directors’ overarching responsibility is to maintain a reputation for high standards of business conduct and seek to build strong business relationships with suppliers, customers and other key counterparties.
The shareholders of the company are its key stakeholders. As is common with businesses of the size and scale of the company, key shareholders are represented on the Board of the company, ensuring that shareholders are integral to all strategic decisions that are made.
During the year under review, there were no key decisions made that could impact all its shareholders collectively or other potential interested parties.
COMMANDER ASSET MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Mifidpru 8 disclosures
In accordance with the rules of the Financial Conduct Authority, the company has published information on its risk management objectives and policies on its regulatory capital requirements and resources. Details of the company's unaudited Mifidpru 8 disclosures are included on the company’s website and can be found at https://www.commanderam.com.
M.C.M Randall
Director
22 April 2025
COMMANDER ASSET MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The company has principally been engaged in business development activities aimed towards the provision of investment management services. 2024 has been a year of continued consolidation for the company as it sought to apply its systematic investment framework to a global (developed and emerging regions) equity market ESG remit that can be launched going forward, within a fund format (UK NURS OEIC) for professional clients and eligible counterparties.
Results and dividends
The results for the year are set out on page 9.
No dividends were paid during the year. 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:
M.C.M Randall
T.L Tatham
J.E Rolfe
Auditor
The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
COMMANDER ASSET MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
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
M.C.M Randall
Director
22 April 2025
COMMANDER ASSET MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMMANDER ASSET MANAGEMENT LIMITED
- 6 -
Opinion
We have audited the financial statements of Commander Asset Management Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, 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 December 2024 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
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.
COMMANDER ASSET MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMMANDER ASSET MANAGEMENT LIMITED
- 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 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.
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 irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
COMMANDER ASSET MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMMANDER ASSET MANAGEMENT LIMITED
- 8 -
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102, the Companies Act 2006) and the relevant direct and indirect tax compliance regulation in the United Kingdom. In addition, the company is required to comply with relevant Financial Conduct Authority’s (FCA) rules and regulations relating to its operations.
We understood how the company is complying with those frameworks by making enquiries of management and seeking representations from those charged with governance to understand how management maintains and communicates its policies and procedures in these areas. We corroborated our understanding by reviewing supporting documentation including board meeting minutes and correspondence with regulatory bodies.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by considering the risk of management override of internal control. We performed journal entry testing by specific risk criteria, with a focus on journals indicating large or unusual transactions based on our understanding of the business.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved enquiries of management and those charged with governance, review of legal and professional expenses and review of members’ meeting minutes.
The company is a regulated entity under the supervision of the FCA. As such, the Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities.
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 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.
Mark Bailey FCA CTA
Senior Statutory Auditor
For and on behalf of TC Group
22 April 2025
Statutory Auditor
5th Floor
3 Dorset Rise
London
EC4Y 8EN
COMMANDER ASSET MANAGEMENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Administrative expenses
(300,354)
(304,061)
Investment income
6
1,509
1,517
Loss before taxation
(298,845)
(302,544)
Taxation
7
8,989
29,646
Loss for the financial year
(289,856)
(272,898)
Other comprehensive income
-
-
Total comprehensive deficit for the year
(289,856)
(272,898)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
COMMANDER ASSET MANAGEMENT LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Current assets
Trade and other receivables
9
10,112
38,202
Cash and cash equivalents
147,582
131,914
157,694
170,116
Current liabilities
10
(8,754)
(20,272)
Net current assets
148,940
149,844
Equity
Called up share capital
12
2,649
2,396
Share premium account
13
3,881,277
3,592,578
Retained earnings
(3,734,986)
(3,445,130)
Total equity
148,940
149,844
The financial statements were approved by the board of directors and authorised for issue on 22 April 2025 and are signed on its behalf by:
M.C.M Randall
Director
Company registration number 04301639 (England and Wales)
COMMANDER ASSET MANAGEMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2023
2,150
3,312,869
(3,172,232)
142,787
Year ended 31 December 2023:
Loss and total comprehensive deficit for the year
-
-
(272,898)
(272,898)
Issue of share capital
12
246
279,709
-
279,955
Balance at 31 December 2023
2,396
3,592,578
(3,445,130)
149,844
Year ended 31 December 2024:
Loss and total comprehensive deficit for the year
-
-
(289,856)
(289,856)
Issue of share capital
12
253
288,699
-
288,952
Balance at 31 December 2024
2,649
3,881,277
(3,734,986)
148,940
COMMANDER ASSET MANAGEMENT LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
18
(312,636)
(301,327)
Income taxes refunded
37,843
47,606
Net cash outflow from operating activities
(274,793)
(253,721)
Investing activities
Interest received
1,509
1,517
Net cash generated from investing activities
1,509
1,517
Financing activities
Proceeds from issue of shares
288,952
279,955
Net cash generated from financing activities
288,952
279,955
Net increase in cash and cash equivalents
15,668
27,751
Cash and cash equivalents at beginning of year
131,914
104,163
Cash and cash equivalents at end of year
147,582
131,914
COMMANDER ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information
Commander Asset Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 St Andrew's Hill, London, EC4V 5BY.
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 pound sterling, which is the functional currency of the company.
The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors have prepared financial forecasts for the 12 months from the date of their approval of these financial statements, which indicate that the company will have sufficient financial reserves to meet both the company's low cost base and the regulatory capital requirements imposed by the Financial Conduct Authority throughout the period covered. true
These forecasts assume that the shareholders will continue to provide the company with financial support until such time as the company is able to generate adequate resources.
The directors are not currently aware of any circumstances under which this shareholder support will be withdrawn, and since the year end the company has issued further share capital (see note 15).
At the date of approval of these financial statements the directors have a reasonable expectation that the company has adequate financial support to continue in existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the annual report and accounts.
1.3
Property, plant and equipment
Property, plant and equipment 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:
Computer equipment
3 years
1.4
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call with banks.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position 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.
COMMANDER ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Basic financial assets
Basic financial assets, which include other receivables 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.
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 the statement of comprehensive income.
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.
Basic financial liabilities
Basic financial liabilities, including other payables, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.6
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.
1.7
Taxation
The tax expense represents the sum of the tax currently payable.
COMMANDER ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.10
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income 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.
1.11
Foreign exchange
Transactions in currencies other than pound 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 the statement of comprehensive income.
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 period.
There were no significant judgements or estimates applied in the current or prior year.
3
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through the statement of comprehensive income
1,778
2,011
Fees payable to the company's auditor for the audit of the company's financial statements
8,000
7,500
Depreciation of owned property, plant and equipment
-
204
Operating lease charges
23,753
24,482
COMMANDER ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was 4 (2023: 4) in respect of management and administrative personnel.
Their aggregate remuneration comprosed:
2024
2023
£
£
Wages and salaries
65,000
65,000
Social security costs
1,473
1,467
Pension costs
1,201
1,201
67,674
67,668
5
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
48,750
48,750
Company pension contributions to defined contribution schemes
901
901
49,651
49,651
6
Investment income
2024
2023
£
£
Interest income
Interest on bank deposits
1,509
1,517
7
Taxation
2024
2023
£
£
Current tax
UK corporation tax on losses for the current period
(28,854)
Adjustments in respect of prior periods
(8,989)
(792)
Total current tax
(8,989)
(29,646)
COMMANDER ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Taxation
(Continued)
- 17 -
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(298,845)
(302,544)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(74,711)
(71,098)
Tax effect of expenses that are not deductible in determining taxable loss
48
Unutilised tax losses carried forward
65,722
41,404
Taxation credit for the year
(8,989)
(29,646)
The company has losses to carry forward of approximately £3.1 million, which may be available to be carried forward and off-set against future trading profits of the same trade. No deferred tax asset has been recognised on these losses, because the criteria for recognition has not been met.
8
Property, plant and equipment
Computer equipment
£
Cost
At 1 January 2024 and 31 December 2024
2,871
Depreciation
At 1 January 2024 and 31 December 2024
2,871
Carrying amount
At 31 December 2024
At 31 December 2023
9
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
28,854
Other receivables
10,112
9,348
10,112
38,202
COMMANDER ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
10
Current liabilities
2024
2023
£
£
Taxation and social security
605
637
Other payables
290
324
Accruals and deferred income
7,859
19,311
8,754
20,272
11
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to the statement of comprehensive income in respect of defined contribution schemes
1,201
1,201
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.
12
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 10p each
10,554
10,554
1,055
1,055
A Ordinary Shares of 10p each
15,923
13,386
1,592
1,339
26,477
23,940
2,647
2,394
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of 1p each
161
161
2
2
COMMANDER ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Share capital
(Continued)
- 19 -
During the year, the company issued 2,537 A Ordinary 10p shares, for a total consideration of £288,952.
Given the conditions attaching to their redemption the directors consider that the preference shares and the premium arising on their allotment should be included within equity. The following rights are attached to the respective classes of shares issued by the company;
i) Ordinary shares are non-redeemable and participate equally in dividend and capital distributions. Each fully paid share carries one vote.
ii) A Ordinary shares rank pari passu to the Ordinary shares, are non-redeemable and participate equally in dividend and capital distributions. Each fully paid share carries one vote.
iii) The holders of the preference shares are not entitled to participate in the profits of the company and do not carry any voting rights, except on a resolution for the winding-up of the company or upon alteration to the rights attaching to the preference shares. The company has the right to redeem the preference shares at any time subject to continuing to satisfy regulatory capital adequacy requirements. On a redemption, the preference shareholders will be paid out a sum equal to the amount fully paid, together with any premium paid, but have no further rights to any assets of the company.
13
Share premium account
2024
2023
£
£
At the beginning of the year
3,592,578
3,312,869
Issue of new shares
288,699
279,709
At the end of the year
3,881,277
3,592,578
14
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments to the break clause of its operating lease, which fall due as follows:
2024
2023
£
£
Within one year
8,722
8,722
15
Events after the reporting date
Issue of shares
In January 2025, the company issued a total of 219 A Ordinary 10p shares, for an aggregate consideration of £24,943.
In February 2025, the company issued a total of 989 A Ordinary 10p shares, for an aggregate consideration of £74,953.
COMMANDER ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
16
Related party transactions
During the year, Commander Asset Management Limited paid consultancy fees of £12,000 to another company which is owned by a shareholder of Commander Asset Management Limited (2023: £12,000). There were no amounts outstanding to the related company at the end of the current or prior year.
17
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
131,914
15,668
147,582
18
Cash absorbed by operations
2024
2023
£
£
Loss for the year after tax
(289,856)
(272,898)
Adjustments for:
Taxation credited
(8,989)
(29,646)
Investment income
(1,509)
(1,517)
Depreciation of property, plant and equipment
204
Movements in working capital:
(Increase)/decrease in trade and other receivables
(764)
3,436
Decrease in trade and other payables
(11,518)
(906)
Cash absorbed by operations
(312,636)
(301,327)
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