| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 March 2025 |
| for |
| Arlington Capital Ltd |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 March 2025 |
| for |
| Arlington Capital Ltd |
| Arlington Capital Ltd (Registered number: 09578016) |
| Contents of the Financial Statements |
| for the Year Ended 31 March 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 7 |
| Report of the Independent Auditors | 9 |
| Statement of Comprehensive Income | 12 |
| Balance Sheet | 13 |
| Statement of Changes in Equity | 14 |
| Cash Flow Statement | 15 |
| Notes to the Cash Flow Statement | 16 |
| Notes to the Financial Statements | 17 |
| Arlington Capital Ltd |
| Company Information |
| for the Year Ended 31 March 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants |
| 3 Kingfisher Court |
| Bowesfield Park |
| Stockton on Tees |
| TS18 3EX |
| Arlington Capital Ltd (Registered number: 09578016) |
| Strategic Report |
| for the Year Ended 31 March 2025 |
| The directors present their strategic report for the year ended 31 March 2025. |
| Arlington Capital Ltd ("Arlington") is a Financial Conduct Authority ("FCA") authorised and regulated UK company providing asset management and advisory services to professional investors. Arlington is a boutique asset management and advisory firm. We advise our clients on investments in real estate, private equity, distressed investments, special situations, debt and equities. Arlington provides its services to a small number of solely professional investors and who are typically family offices or family backed corporations or institutions. Arlington only provides its regulated services to professional investors from its principal base in the UK which is a low-risk jurisdiction. |
| Arlington provides specialist discretionary investment management services to its professional clients. In corporate finance and investment advisory services Arlington offers a broad range of strategic advisory and consulting services. These are centred in two areas, Corporate Finance and Investment Advisory where Arlington is an 'outsourced workbench' providing practical services of deal sourcing, due diligence and deal structuring to our clients who make the end investment decisions. In addition, Arlington has the capability to advise its clients on their capital raising for both debt and equity and on strategic advice in M&A. |
| The company has an ambitious plan to grow the business, by recruiting new investment teams via forming joint ventures with institutional investors which will result in Arlington retaining the management of the opportunities that it traditionally has just advised over. |
| REVIEW OF BUSINESS |
| The board of directors is responsible for the overall stewardship of the company. The company's performance for the year is set out in the Statement of Comprehensive Income and reflects the company's year of operations. In summary Turnover for the year was £134,049 compared to £426,256 in 2024. The company made a profit for the year of £22,710 compared to £344 in 2024. |
| The directors' feel that the company has made good progress in the last year on a rebased cost base and is confident that revenue can grow from new client wins. The board is comfortable with its growth strategy and looks forward to its new financial year with confidence. |
| RISK MANAGEMENT OBJECTIVES AND POLICY |
| The company's risk management policy reflects the FCA requirement that we must manage a number of different categories of risk. These include, where applicable: credit, market, business, operational, insurance, liquidity, and group risk. In respect of this disclosure it is the first four of these risks that are relevant and further information is provided on these risks below. The company has undertaken a review of its risk management policies and has set them out in the risk register. |
| Credit risk |
| The company's current business model does not expose the business to any material credit risk. The credit risk capital requirement arises due to the holding of bank deposits, loans, investments and any past due items. The company has concluded that no further action and/or additional capital are required to mitigate this risk due to the current surplus held over the capital requirement. |
| Market risk |
| The company does not hold securities on its balance sheet and so is not subject to market risk in this form. The company does have exposure to foreign exchange risk due to the foreign currency bank deposits held. However, this risk is minimal as the firm principally invoices for its services in Sterling which is the also the currency it undertakes most of its costs in. As a result, the company does not consider that adverse fluctuations in the value of Sterling would have any material impact. The company has concluded that no additional capital is required to mitigate this risk. |
| Arlington Capital Ltd (Registered number: 09578016) |
| Strategic Report |
| for the Year Ended 31 March 2025 |
| Business risk |
| The company's business risk assessment and wind down plan considers operational risks and models various scenarios whereby operational risk events trigger a fall in assets under management following a market downturn that leads to lower management fees. Different economic scenarios are modelled as part of the Internal Capital Adequacy and Risk Assessment (ICARA) to establish the impact of economic down turns on our financial position and what mitigating actions might be required to ensure the company continues to meet its capital requirement. The company has also conducted a reverse stress test to identify the point at which an orderly wind-down of the company would be considered necessary. Arlington has also modelled a disorderly wind-down process. Both these models anticipate the capital required in each scenario. The directors consider that the company holds adequate capital for both scenarios which would enable the wind-down to be undertaken while remaining in compliance with the FCA's capital and liquidity requirements. These documents are part of the ICARA process. |
| The company considers the key Business Risk to be reputational and damage caused to that through an operational risk event such as poor investment performance for example, which could lead to assets leaving the firm's management which would in turn reduce the firm's income. The recovery of which could take time. The company has thoroughly considered these risks in its risk management plan and reflected them in the company's ICARA. |
| The company's directors are responsible for monitoring the impacts of any market downturn on the business. Controls implemented include the continuing monitoring of its budgets and expenses and investment managers performance to determine any market risk. Monthly management accounts are prepared by the firm's bookkeeper and reviewed by the Managing Director. |
| Operational risk |
| Most of the company's risk management efforts are focused on operational risk. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems. The company continues to review its operational and compliance procedures and ensures all staff are experienced and knowledgeable to perform their responsibilities to the highest standards of professionalism and integrity. This includes everything, from risk of administrative errors, fraud and theft. The company's policy is to operate a robust and effective risk management process, embedded within the governance and management structures of our business. |
| Key risk areas identified by management cover specific risk items within the following areas: Investment Management Advisory; Financial crime; Capital Adequacy; Personnel; Market; Client; Business Continuity; Strategy; Outsourcing; Operational; Legal and Regulatory compliance. |
| The company provides a list of its assessment of risks identifying the impact and probability of each risk item then ranking each item as either high, medium or low. The company also identifies and implements measures to mitigate the risk and monitor any residual risk on an ongoing basis. In light of its risk assessment the company decided to purchase cyber insurance with a policy value of £1 million of Cyber insurance to mitigate against this threat. The Risk Map is appended to the ICARA which is formally approved by the directors. |
| Arlington Capital Ltd (Registered number: 09578016) |
| Strategic Report |
| for the Year Ended 31 March 2025 |
| INTERNAL CAPITAL REQUIREMENTS |
| The company's Own Funds Requirement ("OFR") Pillar 1 calculation, as an MiFIDPRU 75k Limited The company's Own Funds Requirement ("OFR"), as a MiFIDPRU 75k Limited License Firm, is the higher of its Permanent Minimum Capital Requirement of £75,000 (reduced to £65,000 as a result of using Transitional Provisions in MIFIDPRU) and its Fixed Overheads Requirement of £27,000. Therefore Arlington's OFR is £65,000 which is considered sufficient to meet potential risk exposures identified in the ICARA. The company holds £326,444 as Common Tier 1 capital (in the form of share capital and audited reserves) to meet its current OFR. |
| The company's overall approach to assessing the adequacy of our internal capital is set out in the ICARA series of documents. The ICARA process involves separate consideration of risks to the company's capital combined with stress testing using scenario analysis. The level of capital required to cover risks is a function of impact and probability. Impact is assessed by modelling the changes in the company's income and expenses caused by various potential risks over a 1-year time horizon. Probability is assessed subjectively at the outset and validated by reference to the register of operational risk events identified in the previous 12 months. |
| Following the risk and capital requirement analysis undertaken by the senior management team, the company has concluded that the additional capital required to meet any broader "harms" that the company's activities could cause to itself, clients or the broader market is £nil. |
| Furthermore, the company now holds a liquidity reserve in line with FCA requirement which is £27,000. The companies trade receivables and cash significantly exceed this number. |
| The Company is required to hold liquid assets at least equal to the higher of its fixed overhead requirement plus the Basic Liquid Asset Requirement or the cost of an orderly wind-down plus the Basic Liquid Asset Requirement. As three months' fixed overheads exceeds the cost of an orderly wind down, the Firm is required to hold a minimum of £36,000 in liquid assets. The Firm has £INSERT in core liquid assets and further liquid assets in terms of trade receivables not considered to be core liquid assets. |
| In addition, the company's Professional Indemnity policy provides cover up to £2.5 million on any one claim. In addition Arlington holds £1 million of Cyber insurance. These insurances combined in the company's opinion, mitigates the need to apportion capital in Pillar 2. Therefore, the company's Overall Financial Resources requirement of £36,000 is the minimum regulatory capital requirement that we will hold which is comfortably sits within the company's Tier 1 capital. |
| REMUNERATION POLICY |
| This report sets out remuneration related disclosures for Arlington Capital Limited ("Arlington"). Arlington is authorised and regulated by the Financial Conduct Authority. As a result Arlington is required to comply with the FCA's MIFIDPRU Remuneration Code at SYSC 19G. This document provides details of this remuneration policy. |
| Arlington only acts for professional clients from its base in London, the UK is a low-risk jurisdiction. Arlington's clients are based in the UK or EU which are also low-risk jurisdictions in terms of financial crime. The regulated services that Arlington provides are Discretionary Investment Management and Corporate Finance & Investment Advisory Services. |
| Approach to remuneration |
| The board of Arlington Capital (Arlington) has delegated remuneration matters to the Remuneration Committee which consists of the Chairman and one other Director. The committee meets at least annually after the financial year end. The company's remuneration policy aims to remunerate staff members at fixed competitive market rates for the roles they perform. Any variable remuneration is based on performance of duties carried out during the year and the overall performance of the company in line with the current economic climate. The Firm does not remunerate asset managers or traders in a manner directly linked to fund performance. |
| Arlington Capital Ltd (Registered number: 09578016) |
| Strategic Report |
| for the Year Ended 31 March 2025 |
| The objectives of its financial incentives |
| Arlington's objectives in providing financial incentives have two main goals. Firstly, to increase team motivation and secondly to boost the company's performance. The challenges and objectives of incentive are as important for the company as they are for its staff and are set in such a manner as to align staff and corporate incentives. Arlington has in previous years made cash bonus payments based on a combination of the overall profitability of the company to ensure that any payments are sustainable) and the attainment of personal objectives. The Firm does not offer volume/investment performance-based incentives. |
| Remuneration committee |
| The Remuneration Committee which consists of the Chairman and one other Director. The committee meets at least annually after the financial year end. Inputs are received from Compliance and Risk to determine whether there are any reductions required to variable awards where these have not been matched by appropriately compliant behaviour from the recipient of the variable award. |
| No specialist human resources external consultants have been used in the development of the remuneration policies and practises save for the firm's regulatory advisors who help to ensure the company adheres to FCA guidelines in this process. |
| Remuneration practises |
| Arlington has a pay for performance culture and flexible individual incentives are an important part of its performance culture. All employees are incentivised in a similar way and are rewarded according to personal performance and Arlington's success. |
| The Remuneration Committee is responsible for the determination, regular review of, and application of the overarching policy for remuneration that applies to Arlington. The Committee is also responsible for determining and reviewing annually individuals who have a material impact on the risk profile of Arlington and determining total remuneration packages for these individuals. The Committee receives input from Risk and Compliance to ensure that variable rewards are based on compliant and risk-sensitive behaviours. |
| The Committee takes full account of Arlington's strategic objectives and stakeholder views in considering remuneration policy decisions. This includes careful consideration of any feedback from investors, employees, the regulator and any relevant compliance related matters, and clients, as well as specific input from subject matter experts, where requested. To avoid any conflicts of interest, no individual is involved in any decisions regarding their own remuneration. |
| The firm links variable remuneration and corporate performance and the achievement of strategic and personal objectives. The variable compensation pool is based on Arlington's profits, ensuring that any bonuses are affordable, after considering Arlington's forward projections and the need to maintain the business on a financially sound regulatory footing (the Overall Financial Resources requirement) in terms of capital, liquidity reserve and the ability to wind the firm up in an orderly fashion in the event of a material stress event on the business. |
| Performance objectives |
| The variable compensation pool may be adjusted based on the Remuneration Committee's assessment of a range of financial and non-financial considerations, including risk and compliance. Individual bonuses are determined based on a number of factors relating to the individual's role and performance. This includes a balanced assessment of financial and non-financial factors, including: |
| - | Risk, compliance and conduct behaviour |
| - | Metrics specific to the relevant business unit (e.g. sales performance for sales staff, investment performance and other factors such as profitability, assets managed and net sales for investment staff) and other specific departmental and corporate performance objectives and strategic goals |
| - | Assessment of how the above performance is achieved in terms of risk and repeatability |
| - | Performance in accordance with Arlington's values and wider contribution to Arlington and its growth strategy |
| - | People related objectives, for example succession planning, personal development and achievement of goals set out in the appraisal process. |
| The board sets firm targets for the year including performance against strategic objectives and metrics. Financial objectives in terms of financial performance are also set and broken down by business unit in the budget. Being a small firm Arlington does not set specific individual financial targets that are separate from business units. |
| Arlington Capital Ltd (Registered number: 09578016) |
| Strategic Report |
| for the Year Ended 31 March 2025 |
| Categories of staff eligible to receive variable remunerations |
| Based on the company's profile, the company considers there to be two business areas within the company which are Investment Advisory and Investment Management. The company has identified that it has five eligible participants during 2025, being the directors and senior personnel whose role could impact the risk portfolio of the company. The Firm's portfolio managers and advisers are all directors of the Firm, as is the Compliance/Money Laundering Officer. There are no material risk takers (as defined) amongst the staff. |
| Components of remuneration |
| Arlington utilises base salary and benefits for fixed remuneration and cash bonuses as variable remuneration. Base salaries are generally reviewed annually. Base salary levels are set considering the individual's skills, the size and scope of their role, and the market rate for the role at comparator companies. Benefits provided include pension contributions and certain insurance benefits such as private medical insurance. The same range and level of benefits is available to all UK employees regardless of seniority. |
| The annual bonus rewards individual and corporate performance and the achievement of strategic and personal objectives. The variable compensation pool is based on Arlington's profits, ensuring that any bonuses are affordable. The variable compensation pool may be adjusted based on the Remuneration Committee's assessment of a range of financial and non-financial considerations, including risk and compliance. Individual bonuses are determined based on a number of factors relating to the individual's role and performance. |
| QUANTITATIVE DISCLOSURES |
| 1. Fixed Remuneration |
| For the year ended 31 March 2025 the total aggregate Code Staff remuneration was £Nil. The total aggregate non-code staff remuneration was zero. Directors' remuneration in the financial statements is the aggregate of remuneration paid in the year and the relieving of an obligation to pay a bonus to a director which was provided in the prior year. |
| 2. Variable Remuneration |
| For the year ended 31 March 2025 Arlington awarded variable remuneration either to Code Staff of £Nil. The total aggregate non-code staff remuneration was zero. |
| KEY PERFORMANCE INDICATORS |
| Given the straightforward nature of the business, the directors are of the opinion that analysis using KPls is not necessary for an understanding of the development, performance and position of the business. |
| OTHER INFORMATION AND EXPLANATIONS |
| The company identifies its primary stakeholders as their clients, staff, shareholders and regulators. During the year the company has directly engaged with all primary stakeholders through a variety of methods. Elsewhere in the strategic report the company has considered the actions of the company with regard to the identified primary stakeholders during the year. |
| The company makes its Stewardship Disclosure and Shareholder Rights Directive II disclosure on its website under the "Disclosures" section. |
| ON BEHALF OF THE BOARD: |
| 13 August 2025 |
| Arlington Capital Ltd (Registered number: 09578016) |
| Report of the Directors |
| for the Year Ended 31 March 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of providing investment management, investment advisory and corporate advisory services. The company is regulated by the Financial Conduct Authority ("FCA") and provides asset management and advisory services to professional investors. The company advises clients on investments in real estate, private equity, special situations, debt and equities. The company's services can be broken down into regulated and unregulated activities. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 March 2025. |
| No ordinary dividends were paid. The directors do not recommend payment of a final dividend. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| GOING CONCERN |
| The directors have at the time of approving the financial statements a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company has prepared forecasts for the next twelve months to consider both the going concern of the company and regulatory capital requirements. Based on these forecasts the company remains a going concern and meets its regulatory requirements as they fall due. The company has the financial support from its largest shareholder (P Teroerde) who has signed a letter of support to provide capital, if required, the ensure the company is both a going concern and also compliant with FCA regulatory requirements. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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; |
| - | 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. |
| Arlington Capital Ltd (Registered number: 09578016) |
| Report of the Directors |
| for the Year Ended 31 March 2025 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Arlington Capital Ltd |
| Opinion |
| We have audited the financial statements of Arlington Capital Ltd (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| 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 profit 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. |
| Basis for opinion |
| 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 Auditors' 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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where 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. |
| Report of the Independent Auditors to the Members of |
| Arlington Capital Ltd |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 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. |
| Auditors' 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the industry, we have considered applicable laws and regulations which may be fundamental to the company's ability to operate or to avoid a material penalty, and we considered the extent to which non-compliance might have a material effect on the financial statements. We considered management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate manual journal entries to manipulate financial performance, management bias and any significant one-off or unusual transactions. |
| We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. |
| Audit procedures performed by the engagement team included: |
| - | Enquiry of management and those charged with governance around actual and potential litigation and claims. |
| - | Enquiry of entity staff to identify any instances of non-compliance with laws and regulations. |
| - | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
| - | Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. |
| - | Revenue recognition; confirming revenue earning activities to supporting contractual or other documentation, and obtaining relevant evidence to gain assurance over the occurrence and accuracy of revenue and that revenue has been recognised in the correct period. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Arlington Capital Ltd |
| 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 a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| 3 Kingfisher Court |
| Bowesfield Park |
| Stockton on Tees |
| TS18 3EX |
| Arlington Capital Ltd (Registered number: 09578016) |
| Statement of Comprehensive |
| Income |
| for the Year Ended 31 March 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| 30,710 | 7,171 |
| Interest payable and similar expenses | 7 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Arlington Capital Ltd (Registered number: 09578016) |
| Balance Sheet |
| 31 March 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 9 |
| Investments | 10 |
| CURRENT ASSETS |
| Debtors | 11 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 15 |
| Retained earnings | 16 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Arlington Capital Ltd (Registered number: 09578016) |
| Statement of Changes in Equity |
| for the Year Ended 31 March 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 April 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 March 2024 | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 March 2025 | ( |
) |
| Arlington Capital Ltd (Registered number: 09578016) |
| Cash Flow Statement |
| for the Year Ended 31 March 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) |
| Tax paid | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Sale of fixed asset investments |
| Interest received |
| Net cash from investing activities |
| Increase/(decrease) in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
6,667 |
52,231 |
| Cash and cash equivalents at end of year | 2 | 66,376 |
| Arlington Capital Ltd (Registered number: 09578016) |
| Notes to the Cash Flow Statement |
| for the Year Ended 31 March 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Profit on disposal of fixed assets | ( |
) |
| Finance costs | - | 2,122 |
| Finance income | (155 | ) | (303 | ) |
| 1,522 | 12,250 |
| Decrease in trade and other debtors |
| Increase/(decrease) in trade and other creditors | ( |
) |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 March 2025 |
| 31.3.25 | 1.4.24 |
| £ | £ |
| Cash and cash equivalents | 66,376 | 6,786 |
| Bank overdrafts | ( |
) |
| 66,376 | 6,667 |
| Year ended 31 March 2024 |
| 31.3.24 | 1.4.23 |
| £ | £ |
| Cash and cash equivalents | 6,786 | 52,231 |
| Bank overdrafts | ( |
) |
| 6,667 | 52,231 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.4.24 | Cash flow | At 31.3.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 6,786 | 59,590 | 66,376 |
| Bank overdrafts | (119 | ) | 119 | - |
| 6,667 | 66,376 |
| Total | 6,667 | 59,709 | 66,376 |
| Arlington Capital Ltd (Registered number: 09578016) |
| Notes to the Financial Statements |
| for the Year Ended 31 March 2025 |
| 1. | STATUTORY INFORMATION |
| Arlington Capital Ltd is a |
| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £. |
| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years unless otherwise stated. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The directors have at the time of approving the financial statements a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. |
| The company has prepared forecasts for the next twelve months to consider both the going concern of the company and regulatory capital requirements. Based on these forecasts the company remains a going concern and meets its regulatory requirements as they fall due. |
| The company has the financial support from its largest shareholder (C P Teroerde) who has signed a letter of support to provide capital, if required, the ensure the company is both a going concern and also compliant with FCA regulatory requirements. This shareholder has also agreed to personally underwrite debtors of £263,337. |
| Turnover |
| Turnover is recognised at the fair value of consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account discounts. |
| When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and hte nominal amount received is recognised as interest income. |
| Revenue from contracts for the provision of professional services is recognised on an accruals basis by reference to the stage of completion and any applicable contractual milestones. |
| Tangible fixed assets |
| Fixtures and fittings | - |
| Computer equipment | - |
| Investments |
| Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the fair value can otherwise be measured reliably. |
| Arlington Capital Ltd (Registered number: 09578016) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only 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 is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Debtors and creditors receivable/ payable within one year |
| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement in other administrative expenses. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by geographical market is given below: |
| 2025 | 2024 |
| £ | £ |
| United Kingdom |
| Europe |
| United States of America |
| Canada | - | 135,000 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries | ( |
) |
| Social security costs | ( |
) |
| Other pension costs | ( |
) |
| ( |
) |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Employees (including directors) |
| Arlington Capital Ltd (Registered number: 09578016) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration | ( |
) |
| Directors' pension contributions to money purchase schemes | ( |
) |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Profit on disposal of fixed assets | ( |
) |
| Foreign exchange differences |
| 6. | AUDITORS' REMUNERATION |
| 2025 | 2024 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
7,000 |
8,000 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Bank interest |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred taxation |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances | - |
| Other adjustments | (240 | ) | 384 |
| Total tax charge | 8,000 | 4,705 |
| Arlington Capital Ltd (Registered number: 09578016) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 9. | TANGIBLE FIXED ASSETS |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 April 2024 |
| and 31 March 2025 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for year |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| 10. | FIXED ASSET INVESTMENTS |
| Unlisted investments |
| £ |
| COST OR VALUATION |
| At 1 April 2024 | - |
| At 31 March 2025 | - |
| NET BOOK VALUE |
| At 31 March 2025 | - |
| At 31 March 2024 | - |
| Included in investments brought forward is an investment in an associate Ledbury SICAV PLC of which Arlington held 40% shares acquired with no consideration. In line with the accounting policies, this has been recognised at a cost of £Nil. This investment was disposed of in full during the year. |
| 11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Prepayments |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans and overdrafts (see note 13) |
| Trade creditors |
| Taxation |
| Social security and other taxes |
| Other creditors |
| Accrued expenses |
| Arlington Capital Ltd (Registered number: 09578016) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 13. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2025 | 2024 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| 14. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| 15. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Share capital 1 | 1p | 375,417 | 375,417 |
| 16. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 April 2024 | ( |
) |
| Profit for the year |
| At 31 March 2025 | ( |
) |
| 17. | PENSION COMMITMENTS |
| The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss as they fall due. The charge for the year was £Nil (2024 - £Nil). There were pension contributions totalling £Nil outstanding at the year end (2024 - £800). |
| 18. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| During the year the company made net payments in respect of expenses totalling £Nil (2024 - net payment totalling £2,136). The balance at the year end due from the directors was £5,427 (2024 - £5,427). No interest was charged on the balance and amounts are recoverable on demand. |
| 19. | RELATED PARTY DISCLOSURES |
| During the year the company received professional services from a company controlled by a shareholder having significant influence totalling £Nil (2024 - 7,346). The balance due from this related party at the year end was £95,824 (2024 - £95,824). |
| Key management personnel is considered to be the directors. Details of remuneration can be found in note 4 to the financial statements. |
| 20. | ULTIMATE CONTROLLING PARTY |
| There is no ultimate controlling party. |