European Capital Markets Ltd - Limited company accounts 23.2

REGISTERED NUMBER: 05004266 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 January 2024

for

European Capital Markets Ltd

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Statement of Director's Responsibilities

5

Report of the Independent Auditors

6

Profit and Loss and Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTOR:

G A Ameri

REGISTERED OFFICE:

Studio 16

Cloisters House

8 Battersea Park Road

London

SW8 4BG

REGISTERED NUMBER:

05004266 (England and Wales)

AUDITORS:

Sawin & Edwards LLP Statutory Auditors

Studio 16

Cloisters House

8 Battersea Park Road

London

SW8 4BG

The director presents his strategic report for the year ended 31 January 2024.

REVIEW OF BUSINESS

The key financial and other performance indicators during the year were as follows:

2024

2023

Change %

£

£

Turnover

7,500

-

N/A

Loss for the year after tax

(12,201)

(14,523)

-16

Equity shareholder funds

116,151

128,352

-10

The company provided advisory services during the year which generated £7,500 of turnover.

Loss for the year after tax has fallen: this was mainly due to fall in expenses (excluding bad debts) during the year.

Equity shareholder funds decreased by 10% in the year. This decrease was due to a loss made in the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal uncertainties facing the company are:

- the ability of the company to generate turnover and gain new business against a background of volatile financial markets.

- the uncertainties facing financial markets as a result of Covid-19, the recent conflict in Ukraine and the rapid escalation of energy cost inflation.

- the difficulties facing UK financial firms post Brexit seeking to promote and/or sell financial services into the EU.

- the uncertainty of the Company being able to retain its FCA registration and permissions by continuing to generate income from regulated activities.

S172 (1) COMPANIES ACT 2006

Statement by the directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006

The main decision made by the director during the year was that the company should continue to seek new business opportunities.

The Company is currently seeking a new business opportunity and therefore does not have suppliers, customers or others who require consideration by the directors and also there are no activities that could impact the community or the environment.

The Company currently has no employees and so there are no factors which could affect employees' interests.

The director acknowledges that the Company will seek to maintain a reputation for high standards of business conduct.

ON BEHALF OF THE BOARD:

G A Ameri - Director

14 May 2024

The director presents his report with the financial statements of the company for the year ended 31 January 2024.

PRINCIPAL ACTIVITY

The company's principal activity during the year continued to be the provision of financial services. The company is authorised by the FCA to carry out regulated work.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2024.

FUTURE DEVELOPMENTS

The Company continues to pursue a number of activities with a view to providing advice on investments and identifying and arranging deals in investments for UK and overseas non-private customers in respect of transferrable securities and without incurring debt with a client or committing a client on a "firm commitment basis".

DIRECTOR

G A Ameri held office during the whole of the period from 1 February 2023 to the date of this report.

FINANCIAL INSTRUMENTS

See note 17 to the accounts.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is 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 he 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.

AUDITORS

Under section 487(2) of the Companies Act 2006, Sawin & Edwards LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar whichever is earlier.

ON BEHALF OF THE BOARD:

G A Ameri - Director

14 May 2024

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 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.

Opinion

We have audited the financial statements of European Capital Markets Ltd (the 'company') for the year ended 31 January 2024 which comprise the Profit and Loss and Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement 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 January 2024 and of its loss 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 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.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Director and the Statement of Director's Responsibilities, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

Discussions were held with the director with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include FCA regulations, UK financial reporting standards, Company Law and Tax legislation.

- It is considered that there are laws and regulations for which non-compliance may be fundamental to the operating aspects of the business. These are FCA regulations.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

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.

W K Sawin (Senior Statutory Auditor)

for and on behalf of Sawin & Edwards LLP Statutory Auditors

Studio 16

Cloisters House

8 Battersea Park Road

London

SW8 4BG

14 May 2024

TURNOVER

3

7,500

-

Administrative expenses

(20,390

)

(14,546

)

OPERATING LOSS

5

(12,890

)

(14,546

)

Interest receivable and similar income

689

23

LOSS BEFORE TAXATION

(12,201

)

(14,523

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(12,201

)

(14,523

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(12,201

)

(14,523

)

CURRENT ASSETS

Debtors

8

259

861

Cash at bank

121,409

136,638

121,668

137,499

CREDITORS

Amounts falling due within one year

9

(5,517

)

(9,147

)

NET CURRENT ASSETS

116,151

128,352

TOTAL ASSETS LESS CURRENT LIABILITIES

116,151

128,352

CAPITAL AND RESERVES

Called up share capital

10

150,000

150,000

Retained earnings

11

(33,849

)

(21,648

)

SHAREHOLDERS' FUNDS

116,151

128,352

The financial statements were approved by the director and authorised for issue on 14 May 2024 and were signed by:

G A Ameri - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2022

150,000

(7,125

)

142,875

Changes in equity

Total comprehensive loss

-

(14,523

)

(14,523

)

Balance at 31 January 2023

150,000

(21,648

)

128,352

Changes in equity

Total comprehensive loss

-

(12,201

)

(12,201

)

Balance at 31 January 2024

150,000

(33,849

)

116,151

Cash flows from operating activities

Cash generated from operations

14

(15,918

)

(19,274

)

Net cash from operating activities

(15,918

)

(19,274

)

Cash flows from investing activities

Interest received

689

23

Net cash from investing activities

689

23

Decrease in cash and cash equivalents

(15,229

)

(19,251

)

Cash and cash equivalents at beginning of year

15

136,638

155,889

Cash and cash equivalents at end of year

15

121,409

136,638

1.	GENERAL INFORMATION

European Capital Market Limited is a company incorporated in England and Wales. The company's registered office is Studio 16, Cloisters House, 8 Battersea Park Road, London, SW8 4BG. The company registration number is 05004266. The principal place of business is 25-27 Sloane Court West, London, SW3 4TD.

The company's functional and presentational currency is pounds sterling.

The director has authorised the issue of these financial statements on the date of the statement as set out on page10.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss and Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as unlisted investments, debtors and creditors.Financial assets and financial liabilities are recognised on the balance sheet when the Company becomes a party to the contractual provisions of the instrument.

Going concern

The director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market for the year ended 31 January 2024 is given below:

£

United Kingdom

7,500

7,500

This analysis is not considered to be applicable to the year ended 31 January 2023.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 January 2024 nor for the year ended 31 January 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

£

Director's remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Depreciation - owned assets

-

32

Audit fees

1,900

1,900

Other services relating to the FCA audit

1,150

1,150

Other services relating to the

preparation of financial

statements

1,150

1,150

Taxation compliance services

350

350

Foreign exchange differences

-

125

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 January 2024 nor for the year ended 31 January 2023.

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:

2024

2023

£

£

Loss before tax

(12,201

)

(14,523

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2023 - 19%)

(2,318

)

(2,759

)

Effects of:

Increase in potential UK tax losses

2,318

2,759

Total tax charge

-

-

7.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 February 2023

3,339

Disposals

(3,339

)

At 31 January 2024

-

DEPRECIATION

At 1 February 2023

3,339

Eliminated on disposal

(3,339

)

At 31 January 2024

-

NET BOOK VALUE

At 31 January 2024

-

At 31 January 2023

-

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

-

602

Prepayments and accrued income

259

259

259

861

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Director's loan

967

4,597

Accruals and deferred income

4,550

4,550

5,517

9,147

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

150,000

Ordinary shares

1

150,000

150,000

11.

RESERVES

Retained

earnings

£

At 1 February 2023

(21,648

)

Deficit for the year

(12,201

)

At 31 January 2024

(33,849

)

12.	RELATED PARTY DISCLOSURES

During the year the director, G A Ameri, paid expenses on behalf of the company for £967 (2023; £558). During the year, the company repaid £4,597 (2023:£Nil) to G A Ameri. A the year end, the company owed £967 (2023: £4,597) to G A Ameri.

13.	ULTIMATE CONTROLLING PARTY

The company is under the control of the director, G A Ameri, who owns 100% of the issued share capital of the company.

14.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(12,201

)

(14,523

)

Depreciation charges

-

32

Finance income

(689

)

(23

)

(12,890

)

(14,514

)

Decrease in trade and other debtors

602

473

Decrease in trade and other creditors

(3,630

)

(5,233

)

Cash generated from operations

(15,918

)

(19,274

)

15.	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 January 2024

31.1.24

1.2.23

£

£

Cash and cash equivalents

121,409

136,638

Year ended 31 January 2023

31.1.23

1.2.22

£

£

Cash and cash equivalents

136,638

155,889

16.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.23

Cash flow

At 31.1.24

£

£

£

Net cash

Cash at bank

136,638

(15,229

)

121,409

136,638

(15,229

)

121,409

Total

136,638

(15,229

)

121,409

17.	FINANCIAL INSTRUMENTS

The company’s principal financial instruments comprise cash, short term deposits and short term investments, the main purpose of which is to finance the company’s operations and expansion. The company has other financial instruments such as trade debtors and trade creditors which arise directly from normal trading.

The company has not entered into any derivative or other hedging instruments.

The main risks arising from the company’s financial instruments are interest rate risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and these are summarised below.

Interest rate risks

The company manages its liquidity through the use of cash deposits at variable rates of interest for a variety of short term periods, depending on cash requirements. The rates are reviewed regularly and the best rate obtained in the context of the company’s need.

Liquidity risks

The company’s policy throughout the year has been to ensure that it has adequate liquidity by careful management of its working capital.

Currency risks

The company, wherever possible invoices in sterling, but in the instances when the company invoices in a foreign currency the company does not hedge the asset . As noted above the company also holds cash deposits in foreign currencies which give rise to an exchange risk of losses arising from adverse currency movements.

18.	CAPITAL REQUIREMENT

As at 31 January 2024, the company's base capital requirement under the Financial Conduct Authority regulations amounted to £10,000 (2023:£10,000).