Company registration number 14278282 (England and Wales)
PHARAOH CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
PHARAOH CAPITAL LIMITED
COMPANY INFORMATION
Directors
Mr G F Nicholson
Mrs L Nicholson
Mr RT Cadzow
Company number
14278282
Registered office
Sixth Floor
Fore Street Avenue
London
EC2Y 9DT
Accountants
Buckle Barton
Sanderson House
Station Road
Horsforth
Leeds
LS18 5NT
PHARAOH CAPITAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Profit and loss account
4
Group statement of comprehensive income
5
Group balance sheet
6 - 7
Company balance sheet
8
Group statement of changes in equity
9
Company statement of changes in equity
10
Group statement of cash flows
11
Notes to the financial statements
12 - 23
PHARAOH CAPITAL LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2023

The directors present the strategic report for the period ended 30 June 2023.

Principal activities

The principal activity of the company continued to be that of a holding company.

 

The principal activity of the group in the year under review is to invest in growing markets and use developing businesses as a vehicle to gain footholds in sustainable markets. Current sectors invested in are energy, including solar and renewables, and IT contracting and recruitment.

Review of the business

The Group’s vision is to both found and find businesses with high growth potential and deliver successful strategies to maximise any return on investment, with a focus on the underlying macroeconomic drivers to which each business resides in.

In its inception year, the Group aimed to consolidate its position and current portfolio of investments and deliver on the growth strategy. A key acquisition of Hortor Group Limited was made in the year.

The Group generated Revenue for the year of £20,628,537 which is extremely pleasing in its first year of trading. The group focused on reinvesting cash generated from these revenues into building strong management teams to drive the investment companies into stronger, sustainable businesses with key focus on delivering on the targets set.

Profit for the financial period of £668,239 is a pleasing result given the Group’s focus on investment in key personnel and this paves the way for further expected growth in its second year of trading. This result is also after the inclusion of significant provisions against receivables, the charge in respect of which is included in administrative expenses.

Principal risks and uncertainties

The Group remains committed to minimising risk where possible and demonstrates this in its diversified portfolio of investment companies.

The business remains at risk to both micro and macro-economic factors, but the Group remains vigilant to address any concerns as they arise.

A budgeting system is in place with an annual budget approved by the board and management information is available which provides the team with timely analysis to make appropriate decisions.

Credit Risk

Credit risks remain a concern for major customers across the Group. The Group regularly monitors its key relationship and the credit risk they pose, using credit insurance where applicable.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group continues to monitor short term and long-term cash positions with up-to-date management information. The Group is not overly exposed to seasonal variation and looks to build on long term monthly recurring revenues. The debt ratio in relation to turnover is minimal and therefore the business is in a strong position.

IT Security

System failure is managed in an appropriate manner and disaster recovery processes are in place.

Development and performance

The group aims to acquire further investments in the future and diversify the portfolio. It also wishes to realise its investment in some of the group companies and build a strong cash position to aid future investment.

It will invest further into technology to enhance operations and management information across the group.

- 1 -
PHARAOH CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
Key performance indicators

Turnover £20,628,537

Gross Margin £8,475,616

Net Profit £668,239

Other performance indicators

The group completed one deal in the year and will continue to monitor the progress.

Moving into the second year of trading the Group will monitor return on investments.

On behalf of the board

Mr G F Nicholson
Director
19 February 2024
- 2 -
PHARAOH CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2023

The directors present their annual report and financial statements for the period ended 30 June 2023.

Results and dividends

The results for the period are set out on page 4.

Ordinary dividends were paid amounting to £600,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr G F Nicholson
Mrs L Nicholson
Mr RT Cadzow
Statement of directors' responsibilities

The directors are responsible 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr G F Nicholson
Director
19 February 2024
- 3 -
PHARAOH CAPITAL LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 30 JUNE 2023
Period
ended
30 June
2023
Notes
£
Turnover
3
20,628,537
Cost of sales
(12,152,921)
Gross profit
8,475,616
Administrative expenses
(7,635,456)
Other operating income
395,946
Operating profit
4
1,236,106
Interest payable and similar expenses
6
(93,220)
Profit before taxation
1,142,886
Tax on profit
7
(474,647)
Profit for the financial period
668,239
Profit for the financial period is attributable to:
- Owners of the parent company
694,972
- Non-controlling interests
(26,733)
668,239
- 4 -
PHARAOH CAPITAL LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2023
Period
ended
30 June
2023
£
Profit for the period
668,239
Other comprehensive income
-
Total comprehensive income for the period
668,239
Total comprehensive income for the period is attributable to:
- Owners of the parent company
694,972
- Non-controlling interests
(26,733)
668,239
- 5 -
PHARAOH CAPITAL LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
2023
Notes
£
£
Fixed assets
Goodwill
9
2,455,521
Tangible assets
10
835,405
Investments
11
120,155
3,411,081
Current assets
Debtors
13
8,028,778
Cash at bank and in hand
310,265
8,339,043
Creditors: amounts falling due within one year
14
(11,071,243)
Net current liabilities
(2,732,200)
Total assets less current liabilities
678,881
Creditors: amounts falling due after more than one year
15
(610,385)
Net assets
68,496
Capital and reserves
Called up share capital
17
257
Profit and loss reserves
94,972
Equity attributable to owners of the parent company
95,229
Non-controlling interests
(26,733)
68,496

For the financial period ended 30 June 2023 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Directors' responsibilities under the Companies Act 2006:

 

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

- 6 -
PHARAOH CAPITAL LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2023
30 June 2023
The financial statements were approved by the board of directors and authorised for issue on 19 February 2024 and are signed on its behalf by:
19 February 2024
Mr G F Nicholson
Director
Company registration number 14278282 (England and Wales)
- 7 -
PHARAOH CAPITAL LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2023
30 June 2023
2023
Notes
£
£
Fixed assets
Investments
11
194,993
Current assets
Debtors
13
257
Creditors: amounts falling due within one year
14
(194,993)
Net current liabilities
(194,736)
Net assets
257
Capital and reserves
Called up share capital
17
257

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £600,000.

For the financial year ended 30 June 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 19 February 2024 and are signed on its behalf by:
19 February 2024
Mr G F Nicholson
Director
Company registration number 14278282 (England and Wales)
- 8 -
PHARAOH CAPITAL LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2023
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 5 August 2022
-
-
-
-
-
Period ended 30 June 2023:
Profit and total comprehensive income
-
694,972
694,972
(26,733)
668,239
Issue of share capital
17
257
-
257
-
257
Dividends
8
-
(600,000)
(600,000)
-
(600,000)
Balance at 30 June 2023
257
94,972
95,229
(26,733)
68,496
- 9 -
PHARAOH CAPITAL LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2023
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 5 August 2022
-
-
-
Period ended 30 June 2023:
Profit and total comprehensive income
-
600,000
600,000
Issue of share capital
17
257
-
257
Dividends
8
-
(600,000)
(600,000)
Balance at 30 June 2023
257
-
0
257
- 10 -
PHARAOH CAPITAL LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2023
2023
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
18
942,553
Interest paid
(93,220)
Income taxes paid
(15,988)
Net cash inflow/(outflow) from operating activities
833,345
Investing activities
Purchase of tangible fixed assets
(437,990)
Net cash used in investing activities
(437,990)
Financing activities
Proceeds from issue of shares
257
Repayment of bank loans
(40,144)
Payment of finance leases obligations
(36,953)
Dividends paid to equity shareholders
(600,000)
Net cash used in financing activities
(676,840)
Net (decrease)/increase in cash and cash equivalents
(281,485)
Cash and cash equivalents at beginning of period
591,750
Cash and cash equivalents at end of period
310,265
- 11 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
Company information

Pharaoh Capital Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Sixth Floor, Fore Street Avenue, London, EC2Y 9DT.

 

The group consists of Pharaoh Capital Limited and all of its subsidiaries.

1.1
Reporting period

The period covered within the financial statements is from the incorporation date of 5th August 2022 to 30th June 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Pharaoh Capital Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 June 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

- 12 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and 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 trade discounts, settlement discounts and volume rebates.

 

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 the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

- 13 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
33% straight line
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

- 14 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

- 15 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

- 16 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

- 17 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover
2023
£
Turnover analysed by class of business
Renewable energy related services
17,176,315
IT related services
3,452,222
20,628,537
2023
£
Turnover analysed by geographical market
UK
19,815,001
EU
336,758
Rest of world
476,778
20,628,537
4
Operating profit
2023
£
Operating profit for the period is stated after charging:
Depreciation of owned tangible fixed assets
165,269
Amortisation of intangible assets
247,805
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2023
Number
Number
73
2
- 18 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
6
Interest payable and similar expenses
2023
£
Interest on bank overdrafts and loans
93,220
7
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
474,647

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2023
£
Profit before taxation
1,142,886
Expected tax charge based on the standard rate of corporation tax in the UK of 019%
217,148
Tax effect of expenses that are not deductible in determining taxable profit
78,484
Unutilised tax losses carried forward
158,712
Effect of overseas tax rates
42,940
Rounding
(22,637)
Taxation charge
474,647
8
Dividends
2023
Recognised as distributions to equity holders:
£
Final paid
600,000
- 19 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 5 August 2022
-
0
Additions
2,703,326
At 30 June 2023
2,703,326
Amortisation and impairment
At 5 August 2022
-
0
Amortisation charged for the period
247,805
At 30 June 2023
247,805
Carrying amount
At 30 June 2023
2,455,521
The company had no intangible fixed assets at 30 June 2023.
10
Tangible fixed assets
Group
Fixtures and fittings
Motor vehicles
Total
£
£
£
Cost
At 5 August 2022
-
0
-
0
-
0
Additions
15,934
984,740
1,000,674
At 30 June 2023
15,934
984,740
1,000,674
Depreciation and impairment
At 5 August 2022
-
0
-
0
-
0
Depreciation charged in the period
4,979
160,290
165,269
At 30 June 2023
4,979
160,290
165,269
Carrying amount
At 30 June 2023
10,955
824,450
835,405
The company had no tangible fixed assets at 30 June 2023.
11
Fixed asset investments
Group
Company
2023
2023
£
£
Unlisted investments
120,155
194,993
- 20 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
12
Subsidiaries

Details of the company's subsidiaries at 30 June 2023 are as follows:

Name of undertaking
Address
Class of
% Held
Capital and
shares held
Direct
Indirect
Reserves  on Acqisition £
Nicholson & Brothers Limited
1 Park Row, Leeds, England, LS1 5HN
Ordinary
100.00
-
(2,702)
Energy Finance and Acquisitions Ltd
1 Park Row, Leeds, England, LS1 5HN
Ordinary
100.00
-
(407,128)
Renewco Energy Ltd
1 Park Row, Leeds, England, LS1 5HN
Ordinary
100.00
-
2
Solar Investment Group Ltd
1 Park Row, Leeds, England, LS1 5HN
Ordinary
100.00
-
(66,735)
Stallion Power Limited
1 Park Row, Leeds, England, LS1 5HN
Ordinary
100.00
-
1
Wholesolar Limited
1 Park Row, Leeds, England, LS1 5HN
Ordinary
100.00
-
1
Rainman Collateral Limited
1 Park Row, Leeds, England, LS1 5HN
Ordinary
100.00
-
(43,021)
Hortor Group Ltd
Sanderson House Station Road, Horsforth, Leeds, United Kingdom, LS18 5NT
Ordinary
90.00
10.00
708,593
Hortor SVK s.r.o
Grosslingova 6-8
Bratislava; Bratislavsky; Postal Code: 81109
Ordinary
90.00
10.00
(440,048)
Hortor USA INC
445 S.Figueroa Street, 31st Floor, Los Angeles CA 90071
United States
Ordinary
90.00
10.00
(717,133)
Hortor Consulting Malaysia SDN BHD
Wilayah Persekutuan, Malaysia
Ordinary
90.00
10.00
(636,961)
Hortor Payroll services
Sanderson House Station Road, Horsforth, Leeds, United Kingdom, LS18 5NT
Ordinary
90.00
10.00
1
Hortor Limited
Sanderson House Station Road, Horsforth, Leeds, United Kingdom, LS18 5NT
Ordinary
90.00
10.00
284,914
- 21 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
13
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
6,081,754
-
0
Other debtors
1,693,186
257
Prepayments and accrued income
253,838
-
0
8,028,778
257
14
Creditors: amounts falling due within one year
Group
Company
2023
2023
Notes
£
£
Obligations under finance leases
16
215,536
-
0
Trade creditors
5,429,561
-
0
Corporation tax payable
678,557
-
0
Other taxation and social security
479,180
-
Other creditors
2,681,585
194,993
Accruals and deferred income
1,586,824
-
0
11,071,243
194,993
15
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£
£
Bank loans and overdrafts
43,197
-
0
Obligations under finance leases
16
567,188
-
0
610,385
-
16
Finance lease obligations
Group
Company
2023
2023
£
£
Future minimum lease payments due under finance leases:
Within one year
215,537
-
0
In two to five years
567,187
-
0
782,724
-
- 22 -
PHARAOH CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
16
Finance lease obligations
(Continued)

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

17
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A Shares of £1 each
206
206
Ordinary B Shares of £1 each
51
51
257
257
18
Cash generated from/(absorbed by) group operations
2023
£
Profit for the period after tax
668,239
Adjustments for:
Taxation charged
474,647
Finance costs
93,220
Amortisation and impairment of intangible assets
247,805
Depreciation and impairment of tangible fixed assets
165,269
Movements in working capital:
Increase in debtors
(2,127,421)
Increase in creditors
1,420,794
Cash generated from/(absorbed by) operations
942,553
19
Analysis of changes in net debt - group
5 August 2022
Cash flows
30 June 2023
£
£
£
Cash at bank and in hand
-
310,265
310,265
Borrowings excluding overdrafts
-
(43,197)
(43,197)
Obligations under finance leases
-
(782,724)
(782,724)
-
(515,656)
(515,656)
- 23 -
2023-06-302022-08-05falseCCH SoftwareCCH Accounts Production 2023.300Mr G F NicholsonMrs L NicholsonMr RT Cadzowfalse14278282bus:Consolidated2022-08-052023-06-30142782822022-08-052023-06-3014278282bus:Director12022-08-052023-06-3014278282bus:Director22022-08-052023-06-3014278282bus:Director32022-08-052023-06-3014278282bus:RegisteredOffice2022-08-052023-06-3014278282bus:Consolidated2023-06-30142782822023-06-3014278282core:Goodwillbus:Consolidated2023-06-3014278282core:FurnitureFittingsbus:Consolidated2023-06-3014278282core:MotorVehiclesbus:Consolidated2023-06-3014278282core:ShareCapitalbus:Consolidated2023-06-3014278282core:ShareCapital2023-06-3014278282core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-06-3014278282core:Non-controllingInterestsbus:Consolidated2023-06-3014278282core:RetainedEarningsAccumulatedLosses2023-06-3014278282core:ShareCapitalbus:Consolidated2022-08-052023-06-3014278282core:ShareCapital2022-08-052023-06-3014278282core:Goodwill2022-08-052023-06-3014278282core:FurnitureFittings2022-08-052023-06-3014278282core:MotorVehicles2022-08-052023-06-3014278282core:UKTaxbus:Consolidated2022-08-052023-06-3014278282bus:Consolidated12022-08-052023-06-3014278282core:Goodwillbus:Consolidated2022-08-0414278282core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-08-052023-06-3014278282core:Goodwillbus:Consolidated2022-08-052023-06-3014278282core:FurnitureFittingsbus:Consolidated2022-08-0414278282core:MotorVehiclesbus:Consolidated2022-08-0414278282bus:Consolidated2022-08-0414278282core:FurnitureFittingsbus:Consolidated2022-08-052023-06-3014278282core:MotorVehiclesbus:Consolidated2022-08-052023-06-3014278282core:UnlistedNon-exchangeTradedbus:Consolidated2023-06-3014278282core:UnlistedNon-exchangeTraded2023-06-3014278282core:CurrentFinancialInstruments2023-06-3014278282core:CurrentFinancialInstrumentsbus:Consolidated2023-06-3014278282core:Non-currentFinancialInstrumentsbus:Consolidated2023-06-3014278282core:Non-currentFinancialInstruments2023-06-3014278282core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-06-3014278282core:CurrentFinancialInstrumentscore:WithinOneYear2023-06-3014278282core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-06-3014278282core:Non-currentFinancialInstrumentscore:AfterOneYear2023-06-3014278282core:WithinOneYearbus:Consolidated2023-06-3014278282core:WithinOneYear2023-06-3014278282core:BetweenTwoFiveYearsbus:Consolidated2023-06-3014278282core:BetweenTwoFiveYears2023-06-3014278282bus:PrivateLimitedCompanyLtd2022-08-052023-06-3014278282bus:FRS1022022-08-052023-06-3014278282bus:AuditExempt-NoAccountantsReport2022-08-052023-06-3014278282bus:ConsolidatedGroupCompanyAccounts2022-08-052023-06-3014278282bus:FullAccounts2022-08-052023-06-30xbrli:purexbrli:sharesiso4217:GBP