MIFIDPRU 8 Public Disclosure

 

For the financial year ended 31 December 2025

1.  INTRODUCTION

Zukuri Capital Limited (the “Firm” or “we”) is a MiFID investment firm authorised and regulated by the Financial Conduct Authority (“FCA”), with Firm Reference Number 1004359. We are required to make public disclosures in accordance with the Investment Firms Prudential Regime (“IFPR”), as set out in Chapter 8 of the FCA’s MIFIDPRU sourcebook (“MIFIDPRU 8”).

For the purposes of the IFPR, the Firm is classified as a small and non-interconnected (“SNI”) firm. Under MIFIDPRU 8.1.1R, the disclosure requirements in MIFIDPRU 8 apply primarily to non-SNI firms. The only disclosure obligation that applies to every MIFIDPRU investment firm regardless of classification is MIFIDPRU 8.6 (Remuneration policy and practices).

MIFIDPRU 8.2 (Risk management), MIFIDPRU 8.4 (Own funds) and MIFIDPRU 8.5 (Own funds requirements) also apply to SNI firms that have additional tier 1 instruments in issue. The Firm has no additional tier 1 instruments in issue; accordingly those sections do not apply. MIFIDPRU 8.3 (Governance arrangements) and MIFIDPRU 8.7 (Investment policy) apply to non-SNI firms only and do not apply to the Firm.

The Firm’s sole disclosure obligation under MIFIDPRU 8 is therefore the remuneration disclosure required by MIFIDPRU 8.6, which is set out in Section 2 below.

These disclosures relate to the financial year ended 31 December 2025 and are published in accordance with MIFIDPRU 8.1.10R on the date the Firm publishes its annual financial statements.

2.  REMUNERATION POLICY AND PRACTICES (MIFIDPRU 8.6)

2.1  Governance and Decision-Making

The Firm does not have a separate remuneration committee. Responsibility for the Firm’s remuneration policy rests with the Executive Board, which comprises the Firm’s four directors. The Executive Board reviews and approves the remuneration policy, ensures that remuneration arrangements are consistent with sound risk management, and oversees compliance with the MIFIDPRU Remuneration Code. No external consultants have been used in the development of the Firm’s remuneration policies or practices.

Given the Firm’s size, the simplicity of its organisational structure, and its current stage of development, the Executive Board considers that oversight at board level without a dedicated remuneration committee is appropriate and proportionate.

2.2 Approach to Remuneration and Objectives

The Firm is at an early stage of development. During the financial year ended 31 December 2025, remuneration was paid exclusively in the form of fixed fees to three of the Firm’s four directors under individual contracts for services. No remuneration of any kind was paid to the fourth director. No director holds an employment contract with the Firm.

The objective of the Firm’s remuneration arrangements is to retain experienced directors and to reflect the responsibilities and scope of services provided to the Firm, in a manner that is consistent with sound and effective risk management and does not incentivise excessive risk-taking.

All remuneration paid during the year was fixed in nature. The fixed fees payable under each contract for services are reviewed periodically by the Executive Board, taking into account the responsibilities of each director, the scope of services provided, and market practice for comparable roles.

2.3  Key Characteristics of Remuneration Policy

Components of remuneration: the Firm currently pays fixed remuneration only (contract for services fees). There is no variable remuneration. All remuneration is therefore categorised as fixed.

Performance criteria: as all remuneration is fixed and non-discretionary, no financial or non-financial performance criteria are applied in determining remuneration at the level of the firm, business unit, or individual. There are no bonus, carried interest, equity award, deferred remuneration, or other incentive arrangements in place.

Risk alignment: the Firm’s remuneration policies and practices are consistent with and promote sound and effective risk management. The absence of variable remuneration means that remuneration does not create incentives to take risks that exceed the Firm’s risk tolerance, and does not compromise the Firm’s ability to maintain a sound capital base.

2.4  Future Remuneration Arrangements

The Firm intends, as it develops beyond its current start-up phase, to introduce performance-related remuneration. Any such arrangements will be designed and approved by the Executive Board and will be structured in accordance with the requirements of the MIFIDPRU Remuneration Code, including the requirement that variable remuneration must not compromise the Firm’s ability to maintain a sound capital base. This disclosure will be updated accordingly when such arrangements are introduced.

2.5 Quantitative Disclosures

The table below sets out aggregate remuneration awarded in respect of the financial year ended 31 December 2025, in accordance with MIFIDPRU 8.6.8R(2).

 

Remuneration Category	Amount (GBP)
Fixed remuneration (contract for services fees)	143,642
Variable remuneration	Nil
Total remuneration	143,642

 

Remuneration figures represent fees paid or accrued under contracts for services during the financial year ended 31 December 2025. Three directors received remuneration; one director received no remuneration during the year. No remuneration was paid to any person other than the directors.

This disclosure has been prepared by Zukuri Capital Limited in accordance with MIFIDPRU 8.6 of the FCA Handbook and is published on the Firm’s website.