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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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SPINNAKER CAPITAL LIMITED
COMPANY INFORMATION
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SPINNAKER CAPITAL LIMITED
CONTENTS
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SPINNAKER CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The investment strategy of the Global Emerging Markets Fund (GEM) is to achieve enhanced total return from capital appreciation and/or income generation through investment primarily (but not exclusively) in Emerging Market investments. GEM employs a multi-strategy approach (with dedicated teams focusing on macro, credit and special situations) covering the entire spectrum of Emerging Markets and providing maximum flexibility to generate absolute returns.
In the twelve months ended 31 December 2025, the return posted by GEM, net of fees, was 14.76%. By comparison, the S&P 500 gained 17.88% the EMBI index was up 13.45%, Emerging Market currencies were up by 13.11% against USD, the broad index of Emerging Markets equities gained 33.57% and Emerging Market local currency bonds were up by 19.26%. As noted on page 2 the Company also entered into managed accounts arrangements and commenced the provision of non-discretionary investment and other advisory services during the year.
The Company earns management and performance fees based on the amounts of assets under management and performance from time to time. The principal risks and uncertainties facing the company are therefore those facing the funds and accounts it manages. Those include among others the following: currency fluctuations; market liquidity and volatility; counterparty risks; risks of concentration of investments; transaction costs of local investments; issuer risk and other credit risks; political and economic factors; tax and other legal factors; lack of assurance of profits; use of high risk investment techniques; leverage and financing risk; use of derivative investments; use of trading techniques such as hedging and short selling; and investor redemptions.
The Company has to date not adopted any corporate governance code, but as an entity regulated by the FCA, it has incorporated a governance system that is primarily structured to ensure regulatory compliance, which is to the benefit of our primary stakeholders, our investors (clients) alongside the regulators. We also take due regard in our decision-making process for our stakeholders, employees, vendors, diversity/inclusion, and the planet.
This report was approved by the board on 27 April 2026 and signed on its behalf.
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SPINNAKER CAPITAL LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents his report and the financial statements for the year ended 31 December 2025.
the Spinnaker Global Emerging Markets (GEM) Fund. Alongside that activity, the Company entered into managed accounts with Chartwave Limited and Chartwater Limited (effective 1 August 2025); and commenced the provision of non-discretionary investment and other advisory services to Sail Capital AG (effective 31 January 2025).
The director who served during the year was:
The disclosures required to be made by the company in respect of the Financial Conduct Authority MIFIDPRU 8 regulations can be found on the Company website.
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent and;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
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SPINNAKER CAPITAL LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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SPINNAKER CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPINNAKER CAPITAL LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2025
We have audited the financial statements of Spinnaker Capital Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, 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).
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 United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
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SPINNAKER CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPINNAKER CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
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 Director's Report.
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SPINNAKER CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPINNAKER CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and noncompliance with laws and regulations, our procedures included the following: enquiring of management concerning the Company’s policies with regards identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the Company’s policies detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the Company’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the Company operates in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act and applicable tax legislation and the Financial Services and Markets Act. A particular focus area included the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the Company for evidence of any large or unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries and other adjustments. 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.
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 Auditor's Report.
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SPINNAKER CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPINNAKER CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
WC2B 5AH
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SPINNAKER CAPITAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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SPINNAKER CAPITAL LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
The notes on pages 12 to 21 form part of these financial statements.
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