Registration number:
Bluetrain Capital Limited
for the Period from 1 July 2024 to 31 December 2025
Bluetrain Capital Limited
Company Information
|
Directors |
Ian Bickerstaffe Risto Koivula |
|
Registered office |
|
|
Auditors |
|
Bluetrain Capital Limited
Strategic Report for the Period from 1 July 2024 to 31 December 2025
The Directors present their strategic report for the period from 1 July 2024 to 31 December 2025.
Principal activity
The principal activity of the Company is that of investment management.
Fair review of the business
The company was authorised by the Financial Conduct Authority (“FCA”) as an Alternative Investment Fund Manager (“AIFM”) Firm on 2 September 2024. During the period the Company was appointed investment manager to Bluetrain Fund Limited.
The financial KPIs of the Company during its launch phase are the operating losses incurred and the shareholders' funds (which are required to meet the regulatory capital requirements of the FCA). Both these measures are shown in the primary financial statements.
Principal risks and uncertainties
As an FCA authorised entity the Company must ensure it meets its regulatory compliance requirements. The Company currently has a single fund as its client and as such it is exposed to the performance of that fund as well as its ability to attract investors.
Section 172(1) statement
The Directors have made, and will continue to make, long-term decisions that take into consideration:
1. The interests of the Company's employees;
2. The need to foster successful relationships with clients, suppliers and wider stakeholders;
3. The impact of the Company on its community and the environment;
4. The principle of conducting the affairs of the Company with high standards of business behaviour; and
5. The need to act fairly when representing different members of the Company.
Approved and authorised by the
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......................................... |
Bluetrain Capital Limited
Directors' Report for the Period from 1 July 2024 to 31 December 2025
The Directors present their report and the financial statements for the period from 1 July 2024 to 31 December 2025.
Directors of the Company
The Directors who held office during the period were as follows:
Public disclosures
The Company has documented the disclosures required by the FCA under MIFIDPRU 8. They can be found on the Company's website at www.bt-cap.com.
Disclosure of information to the auditors
Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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......................................... |
Bluetrain Capital Limited
Statement of Directors' Responsibilities
The Directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
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• |
select suitable accounting policies and apply them consistently; |
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• |
make judgements and accounting estimates that are reasonable and prudent; |
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• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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• |
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.
Bluetrain Capital Limited
Independent Auditor's Report to the Members of Bluetrain Capital Limited
Opinion
We have audited the financial statements of Bluetrain Capital Limited (the 'Company') for the period from 1 July 2024 to 31 December 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and 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 December 2025 and of its loss for the period 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 auditor 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 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Bluetrain Capital Limited
Independent Auditor's Report to the Members of Bluetrain Capital Limited (continued)
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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. |
Responsibilities of Directors
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Bluetrain Capital Limited
Independent Auditor's Report to the Members of Bluetrain Capital Limited (continued)
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: enquiring of management concerning the Company’s policies with regards to 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 for 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 focussing 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 2006 and the Financial Services and Markets Act 2000.
One particular focus area was 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 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.
Another focus area was non-compliance with the rules of the Financial Conduct Authority (the ‘FCA’). The Company was authorised and regulated by the FCA during the period. Our procedures to respond to the risks identified included the following: reviewing correspondence between the Company and the FCA; performing analytical review to detect receipts of client money and remaining alert to the possibility of accidental receipt of client money; and discussion of regulatory matters with the appointed officers of the Company.
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 members and other management and the inspection of regulatory and legal correspondence, if any.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Bluetrain Capital Limited
Independent Auditor's Report to the Members of Bluetrain Capital Limited (continued)
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.
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For and on behalf of
London
EC4M 7JU
Bluetrain Capital Limited
Profit and Loss Account for the Period from 1 July 2024 to 31 December 2025
|
Note |
Period to 31 December |
Period to 30 June |
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|
Turnover |
|
- |
|
|
Administrative expenses |
( |
- |
|
|
Operating loss |
(1,452,244) |
- |
|
|
Gain on financial assets at fair value through profit and loss |
|
- |
|
|
Other interest receivable and similar income |
|
- |
|
|
Interest payable and similar expenses |
( |
- |
|
|
1,001,642 |
- |
||
|
Loss before tax |
( |
- |
|
|
Loss for the financial period |
( |
- |
The above results were derived from continuing operations.
The Company has no recognised gains or losses for the period other than the results above.
Bluetrain Capital Limited
(Registration number: 15494726)
Balance Sheet as at 31 December 2025
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Note |
31 December |
30 June |
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Fixed assets |
|||
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Tangible assets |
|
- |
|
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Other financial assets |
11,662,364 |
- |
|
|
|
- |
||
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Current assets |
|||
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Debtors |
|
|
|
|
Cash at bank and in hand |
|
- |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
- |
|
|
Net current assets |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
13,301 |
1 |
|
|
Share premium reserve |
12,486,700 |
- |
|
|
Retained earnings |
(450,602) |
- |
|
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Shareholders' funds |
12,049,399 |
1 |
Approved and authorised by the
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Bluetrain Capital Limited
Statement of Changes in Equity for the Period from 1 July 2024 to 31 December 2025
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Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 July 2024 |
|
- |
- |
|
|
Loss for the period |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
Capital reduction |
- |
( |
|
- |
|
Other movements on reserves |
- |
- |
(800,000) |
(800,000) |
|
At 31 December 2025 |
|
|
( |
|
|
Share capital |
Total |
|
|
New share capital subscribed |
|
|
|
At 30 June 2024 |
1 |
1 |
Bluetrain Capital Limited
Statement of Cash Flows for the Period from 1 July 2024 to 31 December 2025
|
31 December |
30 June |
|
|
Cash flows from operating activities |
||
|
Loss for the period |
( |
- |
|
Adjustments to cash flows from non-cash items |
||
|
Depreciation and amortisation |
|
- |
|
Revaluations |
( |
- |
|
Finance income |
( |
- |
|
Finance costs |
|
- |
|
( |
- |
|
|
Working capital adjustments |
||
|
Increase in trade debtors |
( |
- |
|
Increase in trade creditors |
|
- |
|
Net cash flow from operating activities |
( |
- |
|
Cash flows from investing activities |
||
|
Interest received |
|
- |
|
Acquisitions of tangible assets |
( |
- |
|
Proceeds from sale of investments |
|
- |
|
Net cash flows from investing activities |
|
- |
|
Cash flows from financing activities |
||
|
Interest paid |
( |
- |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
- |
|
Loan drawdowns |
|
- |
|
Loan repayments |
( |
- |
|
Distribution on reduction of capital |
( |
- |
|
Net cash flows from financing activities |
|
- |
|
Net increase in cash and cash equivalents |
|
- |
|
Cash and cash equivalents at 1 July |
- |
- |
|
Cash and cash equivalents at 31 December |
464,895 |
- |
Bluetrain Capital Limited
Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025
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General information |
The Company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006' as if that applied.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Going concern
At the time of approving these financial statements the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of signing of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The Company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the Company's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Bluetrain Capital Limited
Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Computer equipment |
3 years straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Bluetrain Capital Limited
Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)
Financial instruments
Classification
All trade and other debtors are initially recognised at transaction value, as none contain in substance a financing transaction. Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The company does not hold collateral against its trade and other receivables so its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment.
The company’s cash holdings comprise on demand balances. All cash is held with banks with strong external credit ratings.
Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished.
Liabilities are classified as current if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
As the company only has short term receivables and payables, its net current asset position is a reasonable measure of its liquidity at any given time.
|
Turnover |
All of the Company's turnover arose from services provided to clients outside the UK.
|
Operating (loss)/profit |
Arrived at after charging/(crediting)
|
31 December |
30 June |
|
|
Depreciation expense |
|
- |
|
Foreign exchange losses |
|
- |
|
Other interest receivable and similar income |
|
31 December |
30 June |
|
|
Interest income on bank deposits |
|
- |
Bluetrain Capital Limited
Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)
|
Interest payable and similar expenses |
|
31 December |
30 June |
|
|
Foreign exchange gains |
|
- |
|
Staff costs |
The aggregate payroll costs (including Directors' remuneration) were as follows:
|
31 December |
30 June |
|
|
Wages and salaries |
|
- |
|
Social security costs |
|
- |
|
Pension costs, defined contribution scheme |
|
- |
|
|
- |
The average number of persons employed by the Company (including Directors) during the period, analysed by category was as follows:
|
31 December |
30 June |
|
|
Employees |
|
|
|
Directors' remuneration |
In respect of the highest paid Director:
|
31 December |
30 June |
|
|
Remuneration |
|
- |
|
Company contributions to money purchase pension schemes |
|
- |
Bluetrain Capital Limited
Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)
|
Tangible assets |
|
Computer equipment |
|
|
Cost or valuation |
|
|
At 1 July 2024 |
- |
|
Additions |
|
|
At 31 December 2025 |
|
|
Depreciation |
|
|
At 1 July 2024 |
- |
|
Charge for the period |
|
|
At 31 December 2025 |
|
|
Carrying amount |
|
|
At 31 December 2025 |
|
|
At 30 June 2024 |
- |
|
Investments |
|
At fair value through profit and loss |
|
|
Valuation |
|
|
Additions |
12,019,872 |
|
Disposals |
(1,350,000) |
|
Revaluation |
992,492 |
|
At 31 December 2025 |
11,662,364 |
Bluetrain Capital Limited
Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)
|
Debtors |
|
Current |
31 December |
30 June |
|
Other debtors |
|
- |
|
Called up share capital not paid |
- |
|
|
Prepayments |
|
- |
|
Accrued income |
|
- |
|
|
|
|
Creditors |
|
Note |
31 December |
30 June |
|
|
Due within one year |
|||
|
Amounts due to related parties |
|
- |
|
|
Social security and other taxes |
|
- |
|
|
Accruals |
|
- |
|
|
|
- |
|
Share capital |
Allotted, called up and fully paid shares
|
31 December |
30 June |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
13,300 |
|
1 |
New shares allotted
|
During the period 13,300 |
Capital reduction
During the period the Company carried out a reduction of capital whereby the Company's share premium account was reduced by £800,000.
Bluetrain Capital Limited
Notes to the Financial Statements for the Period from 1 July 2024 to 31 December 2025 (continued)
|
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
|
31 December |
30 June |
|
|
Not later than one year |
|
- |
The amount of non-cancellable operating lease payments recognised as an expense during the period was £
|
Related party transactions |
During the period the Company received loans from the ultimate controlling party of £900,000. No interest was charged on these amounts. Of these amounts, £800,000 was converted to equity and £100,000 was repaid leaving a balance of nil at the period end.
The Company's immediate parent undertaking is Brendholm Limited, a company incorporated in the Cayman Islands and its ultimate controlling party was Risto Koivula.
|
Non adjusting events after the financial period |
|
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