The directors present the strategic report for the year ended 31 March 2025.
During the financial year ended 31 March 2025 the group continued to develop its strategic objectives in both private equity and venture capital.
Venture Capital
The group’s first venture capital fund, Sturgeon Emerging Opportunities LP (“SEO LP”), now fully deployed, has continued consolidating its portfolio and we are developing our growth and exit strategies for the portfolio.
During the year the group’s second venture capital fund, Sturgeon Emerging Opportunities II LP (“SEO II LP”), successfully completed three new investments, bring the total portfolio to ten at the end of the year.
Private Equity
In 2022 the group commenced its advisory mandate on a $250 million Central Asian Private Equity fund. The mandate is being executed through the company’s subsidiary, Sturgeon Capital Kazakhstan Limited. Now into their fourth year of working on the mandate, the Kazakh investment team are performing well and have made good progress deploying the fund. It is expected that they will hit the necessary milestones to release the remaining commitments to the fund, increasing it to $250m AUM in 2026.
Group turnover of £2.9 million reflects the combined revenue streams from these strategies. Consolidated operational costs, as expected, have remained stable and are forecast to remain at a similar level now that the teams have coalesced around their respective strategic objectives.
As such the directors view the outlook for the group beyond the financial year end 31 March 2025 as “improving” once SEO II reaches its final close and the Central Asia Private Equity fund unlocks the next tranche of AuM.
The directors of Sturgeon Capital Ltd view the following as the group’s main business risks:
Geo-political risk:
The geo-political landscape of 2024/25 has been dominated by the outcome of the November US election, but have yet to significantly impact, for better or worse, on the regions where we focus our investment activities. The directors are aware of the potential risks and work towards mitigating them where possible. Therefore, they continue to monitor developments and evaluate whether any actions should be taken.
Currency risk:
The group’s revenues are primarily denominated in USD, and a cost base broadly split 50:50 between USD and GBP leaving it slightly exposed to GBP:USD fluctuations. 2024/25 has seen this currency pairing fluctuate from a low of 1.21 to a high of 1.34. The directors are comfortable that the group’s exposure is not significant enough to cause concern, but endeavour to favour natural currency hedges by opting to fix costs in USD where possible.
Going forward the directors will continue to launch both funds and single deal vehicles in the private equity and venture capital space. Having completed the first close of our second venture capital fund at the end of 2023/24, we will be working towards a final close in 2025/26.
The group does not enter into any formal hedging arrangements. Income received and expenditure incurred in foreign currencies are matched to minimise foreign exchange risk.
The group returned a reasonable operating profit during the year which was eroded by the realization of some one-off exceptional costs. The operating profit is representative of the group’s “baseline” performance, from which it is expected to grow over the coming years. As such its net asset position has remained reasonably stable between 31 March 2024 and 2025.
Looking forward to the year ending 31 March 2026, the group is anticipating an increasing revenue stream as fundraising of SEO II continues which will start to generate a positive net operating margin for the group.
The directors have considered the operational and financial impact of the above and based on projections for the year ahead they have reasonable expectation that the group will have 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.
The directors of Sturgeon Capital Ltd consider they have acted in a way they consider, in good faith, would be most likely to promote the success of the company having regard to the stakeholders and matters set out in S172(1)(a-f) of the Act in the decisions taken during the financial year ended on 31 March 2025.
The directors aim to act fairly and responsibly in how the group engages with suppliers, service providers and in an open and cooperative way with its regulatory body, the FCA.
The impact of the group’s operations on the community and environment is minimal due to the nature of its activities.
The group has implemented compliance policies and provided sufficient training to ensure that management understand their obligation to act with integrity, due skill, care and diligence as well as paying due regard to the interests of clients and the requirement to treat them fairly.
The directors believe it is of utmost importance to behave responsibly, to operate with high standards of business conduct and lead by example.
The group recognise its employees and contractors are key to its success. The group engages with its staff regularly through regular briefings and meetings. The directors ensure that the employees understand their obligation to act with integrity, due skill and care.
The directors look forward to a successful future for the benefit of all stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 9.
No dividends were paid during the year.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In accordance with the company's articles, a resolution proposing that Kingswood LLP be reappointed as auditor of the group will be put at a General Meeting.
We have audited the financial statements of Sturgeon Capital Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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).
Basis for 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 group's and parent 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.
Other information
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.
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 company's 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 Companies Act 2006, FCA permissions and regulations, taxation legislation, data protection, anti‑bribery, employment, environmental and health and safety 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.
We assessed the susceptibility of the group’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; and
considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.
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;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
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 group’s legal advisors.
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 collusion.
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.
Use of our 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,994 (2024 - £16,519 loss).
Sturgeon Capital Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Plantworks, 1a Britannia Street, London, WC1X 9JT.
The group consists of Sturgeon Capital Ltd and all of its subsidiaries.
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 the revaluation of fixed and current asset investments and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Sturgeon Capital Ltd together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The group has returned a small consolidated net profit in 2024/25 as it stabilizes its cost base following the changes in its strategic objectives. As such its net asset position has remained reasonably stable between 31 March 2024 and 2025.
Looking forward to the year ending 31 March 2026, the group is anticipating an additional revenue stream following the first close of SEO II which will start to generate a positive net operating margin for the group.
The directors have considered the operational and financial impact of the above and based on projections for the year ahead they have reasonable expectation that the group will have 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.
Revenue from services is recognised when the service is provided and the right to receive consideration is established. Management fees are recognised in the period they are due in accordance with the management agreement. Performance fees are recognised when the right to receive the fees has been established.
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 recognised in the profit and loss account.
Investments in unlisted company shares, whose market value can be reliable determined, are remeasured at the reporting date and any gains and losses recognised in profit or loss. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date and any gains and losses on remeasurement are recognised in profit or loss.
All investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
Trade and other debtors
Trade and other debtors 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.
Cash at bank
Cash holding comprises deposits held at call with banks, All cash is held with banks with strong external credit ratings.
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 or , 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.
Financial assets, other than those held at market value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
Trade and other creditors
Trade and other creditors including accruals 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit or loss on a straight line basis.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
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.
On consolidation, income and expense items of foreign operations are translated into GBP, the presentation currency of the Group, at the average exchange rates for the year. All assets and liabilities of foreign operations are translated at the rate prevailing at the end of the reporting period. Exchange differences arising are recognised in other comprehensive income and accumulated within equity.
In the application of the group’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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The group recognise revenue when the service is provided and the right to receive consideration is established. Any accrued income is assessed for impairment at the end of each reporting period. If indication of impairment exist, a provision is recognised immediately in the profit and loss account.
Management have applied their best estimate to determine if any impairment provision is required.
The carrying value of unlisted investments are reviewed for impairment at the end of each reporting date along with other financial assets.
Determining whether investments are impaired or not requires an estimation of the value of each of the investments. The calculation of the value of the investments requires the group to estimate the present value of the expected future cash flows arising from the investments using an appropriate discount rate. Management continually review the estimates and the underlying assumption.
The whole of the turnover is attributable to the group's principal activity.
All turnover arose outside the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The directors are considered the key management personnel of the group.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Factors that may affect future tax charges
At 31 March 2025, the company had a potential deferred tax asset of £491,581 (2024: £493,729) relating to tax losses and fair value movement on its investments and calculated at the substantially enacted rate at the balance sheet date. The company has not recognised this deferred tax asset.
Details of the company's subsidiaries at 31 March 2025 are as follows:
The registered office of Sturgeon Capital Kazakhstan Ltd is Dostyq street 16, office 17, Astana, Republic of Kazakhstan.
The registered office of SEO II GP Limited and SUGEF GP Limited is 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Ordinary shareholders are entitled to receive dividends as and when declared and are entitled to one vote per share at meetings of the Company.
B Ordinary shareholders are entitled to recieve dividends as and when declared and have no right to vote.
All shares are non redeemable and rank equally with regard to the company's residual assets.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
During the year the group had a leasehold arrangement for its office premises on an arm's length basis with Balcap Re Limited, a company registered in England and in which the director, Mr Clemente Cappello, has a significant interest. No lease premium was paid. Total rent paid by the group amounted to £102,067 (2024: £98,142)