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REGISTERED NUMBER: 09492063 (England and Wales)














Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 March 2024

for

Tower House Capital Ltd

Tower House Capital Ltd (Registered number: 09492063)






Contents of the Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Report of the Directors 2

Income Statement 3

Balance Sheet 4

Statement of Changes in Equity 6

Notes to the Financial Statements 7


Tower House Capital Ltd

Company Information
for the Year Ended 31 March 2024







DIRECTORS: Mr A Denegri
Mr P Fox
Mr G Mergoni
Mr P Mortarotti





REGISTERED OFFICE: 4th Floor Phoenix House
1 Station Hill
Reading
Berkshire
RG1 1NB





REGISTERED NUMBER: 09492063 (England and Wales)





ACCOUNTANTS: Nordens
The Retreat
406 Roding Lane South
Woodford Green
Essex
IG8 8EY

Tower House Capital Ltd (Registered number: 09492063)

Report of the Directors
for the Year Ended 31 March 2024

The directors present their report with the financial statements of the company for the year ended 31 March 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of an investment management firm

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report.

Mr A Denegri
Mr P Fox
Mr G Mergoni
Mr P Mortarotti

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





Mr P Fox - Director


29 January 2025

Tower House Capital Ltd (Registered number: 09492063)

Income Statement
for the Year Ended 31 March 2024

31.3.24 31.3.23
£    £   

TURNOVER - -

Administrative expenses (29,396 ) (6,257 )
OPERATING LOSS and
LOSS BEFORE TAXATION (29,396 ) (6,257 )

Tax on loss - -
LOSS FOR THE FINANCIAL YEAR (29,396 ) (6,257 )

Tower House Capital Ltd (Registered number: 09492063)

Balance Sheet
31 March 2024

31.3.24 31.3.23
Notes £    £   
FIXED ASSETS
Investments 4 1,001,654 1,177,713

CURRENT ASSETS
Debtors 5 5 5
Cash at bank 338,554 219,145
338,559 219,150
CREDITORS
Amounts falling due within one year 6 (1,268,079 ) (1,295,333 )
NET CURRENT LIABILITIES (929,520 ) (1,076,183 )
TOTAL ASSETS LESS CURRENT LIABILITIES 72,134 101,530

PROVISIONS FOR LIABILITIES (1,176 ) (1,176 )
NET ASSETS 70,958 100,354

CAPITAL AND RESERVES
Called up share capital 5 5
Retained earnings 70,953 100,349
70,958 100,354

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

Tower House Capital Ltd (Registered number: 09492063)

Balance Sheet - continued
31 March 2024


The 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 29 January 2025 and were signed on its behalf by:





Mr P Fox - Director


Tower House Capital Ltd (Registered number: 09492063)

Statement of Changes in Equity
for the Year Ended 31 March 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 April 2022 5 106,606 106,611

Changes in equity
Total comprehensive income - (6,257 ) (6,257 )
Balance at 31 March 2023 5 100,349 100,354

Changes in equity
Total comprehensive income - (29,396 ) (29,396 )
Balance at 31 March 2024 5 70,953 70,958

Tower House Capital Ltd (Registered number: 09492063)

Notes to the Financial Statements
for the Year Ended 31 March 2024

1. STATUTORY INFORMATION

Tower House Capital Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Significant judgements and estimates
In the application of the company'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.

Investments in subsidiaries and associates
Investments in Partnerships held as fixed assets are measured at cost less impairment.

Investments in Funds are initially held at cost, and subsequently measured at fair value.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2023 - 4 ) .

Tower House Capital Ltd (Registered number: 09492063)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

4. FIXED ASSET INVESTMENTS
Shares in Interest
group in
undertakings associate Totals
£    £    £   
COST OR VALUATION
At 1 April 2023 176,059 1,001,654 1,177,713
Disposals (157,542 ) - (157,542 )
Revaluations (18,517 ) - (18,517 )
At 31 March 2024 - 1,001,654 1,001,654
NET BOOK VALUE
At 31 March 2024 - 1,001,654 1,001,654
At 31 March 2023 176,059 1,001,654 1,177,713

Cost or valuation at 31 March 2024 is represented by:

Shares in Interest
group in
undertakings associate Totals
£    £    £   
Valuation in 2023 176,059 1,001,654 1,177,713
Valuation in 2024 (176,059 ) - (176,059 )
- 1,001,654 1,001,654

Associates

The following were associates of the Company:


Name
Registered
Office
Principal
Activity

Class of shares

Holding


Findyn Limited
England &
Wales
Financial
Services

Ordinary

40%


Tower House Partners LLP

England &
Wales
Investment
management
services


Ordinary


20%

The registered office address of Findyn Limited is 34 Brook Street, London, United Kingdom, W1K 5DN.

The registered office address of Tower House Partners LLP is 4th Floor, Phoenix House, 1 Station Hill, Reading, Berkshire, United Kingdom, RG1 1NB.

Tower House Capital Ltd (Registered number: 09492063)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.24 31.3.23
£    £   
Unpaid share capital 5 5

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.24 31.3.23
£    £   
Amounts owed to group undertakings 1,500 1,500
Corporation tax 5,294 36,148
Other creditors 1,261,285 1,257,685
1,268,079 1,295,333

7. RELATED PARTY DISCLOSURES

At 31 March 2024, £1,500 (2023 - £1,500) was owed to Tower House Partners LLP, of which Tower House Capital Ltd is a designated member. Tower House Partners LLP paid a distribution of £Nil (2023 - £Nil) to the Company in respect of prior year profit allocation and a payment in advance of £Nil ( 2023 £Nil) in respect of next year's profit allocation.

At 31 March 2024, £1,000,000 (2023 - £1,000,000) was owed to A Denegri, and £250,000 ( 2023 - £250,000) was owed to P Mortarotti individually. The loans are interest free, and have no fixed repayment date.

The company made a payment of £Nil (2023 - £Nil) to certain directors who are also shareholders of the company under s850E Income Tax (Trading and Other Income) Act 2005 relating to income tax payments due by shareholders of the company associated with profit allocation from Tower House Partners LLP under the mixed membership rules (see below).

Mixed Member Rules:
Part 9 of the Income Tax (Trading and Other Income) Act 2005 ('ITTOIA') sets out the rules applying to partnerships with a mixture of corporate and individual members (sometimes known as the 'mixed member rules or 'MMR'). Under section 850C ITTOIA, the MMR provide for the profit share allocated to a corporate member to be re-allocated to an individual member in certain circumstances for UK tax purposes. Where such re-allocation occurs, the individual member is subject to income tax on the amount that is re-allocated to him or her pursuant to the application of the MMR even though the individual member has not received all or part of the relevant underlying profit share. Where the MMR applies, section 805E ITTOIA allows for a payment to be made by the relevant corporate member to another person out of the excess part of the corporate member's profit share allocation.

8. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr A Denegri.

9. CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Tower House Capital Ltd (Registered number: 09492063)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

10. PROFIT ALLOCATED FROM PARTNERSHIP

Profit or loss allocated from partnership comprises the allocation of profits or losses of Tower House Partners LLP in respect of each accounting year. The allocation is determined according to the terms of the LLP's members agreement. The profit or loss allocation is recognised in the period to which profits or losses of the LLP are formally allocated.