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Registered number: 11276314 SYSTEMIQ CAPITAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
SYSTEMIQ CAPITAL LIMITED
COMPANY INFORMATION
Directors | J M Oppenheim
| D P Fletcher
| G Polk
| P G Polman
| I Spazzapan
| J Stewart (appointed 3 December 2024)
Registered number | 11276314
Registered office | Russell Square House
| 10-12 Russell Square
| London
| WC1B 5EH
Independent auditors | Sopher + Co LLP
| Chartered Accountants & Statutory Auditors
| 5 Elstree Gate
| Elstree Way
| Borehamwood
| Hertfordshire
| WD6 1JD
SYSTEMIQ CAPITAL LIMITED
CONTENTS
| Page
Statement of Financial Position | 1 - 2
Notes to the Financial Statements | 3 - 8
SYSTEMIQ CAPITAL LIMITED REGISTERED NUMBER:11276314
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 10,185 |  | 5,140
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 320,757 |  | 599,221 |
Cash at bank and in hand |  | 2,228,323 |  | 1,694,145 |
|  | 2,549,080 |  | 2,293,366 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 6 | (592,335) |  | (591,653) |
Net current assets |  |  | 1,956,745 |  | 1,701,713
Total assets less current liabilities |  |  | 1,966,930 |  | 1,706,853
Creditors: amounts falling due after more than one year | 7 |  | (1,025,449) |  | (1,005,342)
Provisions for liabilities |  |  |  |  |
Deferred tax | 8 |  | (2,547) |  | (1,285)
Net assets |  |  | 938,934 |  | 700,226
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 60,725 |  | 77,995
Share premium account |  |  | 283,737 |  | 386,882
Capital redemption reserve |  |  | 18,300 |  | 1,030
Profit and loss account |  |  | 576,172 |  | 234,319
|  |  | 938,934 |  | 700,226
Page 1
SYSTEMIQ CAPITAL LIMITED REGISTERED NUMBER:11276314
STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 September 2025.
I Spazzapan
Director
The notes on pages 3 to 8 form part of these financial statements. Page 2
SYSTEMIQ CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Systemiq Capital Limited is a private company limited by shares registered in England and Wales. Its registered office and principal business address is at 8th Floor, 110 High Holborn, London, WC1V 6JS. The principal activity of the company continued to be that of an advisory and climate-tech venture capital fund focussed on accelerating the achievement of the UN Global Goals and the Paris Climate Agreement. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is £ Sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.3 | Turnover
Turnover comprises advisory income and operating income, both of which are recognised in the accounting period during which the respective services are rendered.
| 2.4 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.5 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 3
SYSTEMIQ CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.7 | Pensions
Defined contribution pension plan The Company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 4
SYSTEMIQ CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 33% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.11 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.12 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.13 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and other third parties, loans to related parties and investments in ordinary shares.
3. | Employees
| The average monthly number of employees, including directors, during the year was 13 (2023 - 13).
Page 5
SYSTEMIQ CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Tangible fixed assets
|  | Computer equipment
|  | £
| Cost |
| At 1 January 2024 | 8,716
| Additions | 9,739
| At 31 December 2024 | 18,455
| Depreciation |
| At 1 January 2024 | 3,578
| Charge for the year on owned assets | 4,692
| At 31 December 2024 | 8,270
| Net book value |
| At 31 December 2024 | 10,185
| At 31 December 2023 | 5,139
5. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 198,014 | 378,392
| Other debtors | 14,946 | 77,533
| Prepayments and accrued income | 107,797 | 143,296
|  | 320,757 | 599,221
Page 6
SYSTEMIQ CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 175,139 | 99,073
| Corporation tax | 140,312 | 80,981
| Other taxation and social security | 49,494 | 55,014
| Other creditors | 11,682 | 46,828
| Accruals and deferred income | 215,708 | 309,757
|  | 592,335 | 591,653
7. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loans | 1,025,449 | 1,005,342
| Other loans comprise fixed-rate, unsecured loan notes bearing interest at 2% per annum. Interest charged during the year totalled £22,017 (2023 - £19,161).
8. | Deferred taxation
|  | 2024
|  | £
| At beginning of year | 1,285
| Charged to profit or loss | 1,262
| At end of year | 2,547
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accelerated capital allowances | 2,547 | 1,285
Page 7
SYSTEMIQ CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 217,250 (2023 - 389,950) A Ordinary shares of £0.10 each | 21,725 | 38,995
|  | 390,000 (2023 - 390,000) B Ordinary shares of £0.10 each | 39,000 | 39,000
|  |  | 60,725 | 77,995
| On 5 March 2024, the Company repurchased 172,700 Ordinary A shares for a premium of £103,145. The shares repurchased were subsequently cancelled bringing the total Ordinary A shares to 217,245. The A Ordinary shares and B Ordinary shares rank pari passu in all respects.
10. | Pension commitments
The Company contributes to a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £195,000 (2023 - £137,252). At the balance sheet date the company owed £82,082 (2023 - £26,953) to the pension fund.
11. | Controlling party
The Company has no ultimate controlling party.
12. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The audit report was signed on 11 September 2025 by Martyn Atkinson FCA (Senior Statutory Auditor) on behalf of Sopher + Co LLP.
Page 8