Company registration number 05168024 (England and Wales)
EP&F CAPITAL PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
EP&F CAPITAL PLC
COMPANY INFORMATION
Directors
Mr L O'Neill (Chairman)
Mr T B Spring
(Appointed 4 March 2025)
Secretary
Mr L O'Neill
Company number
05168024
Registered office
Unit 2 Petersfield Business Park
Bedford Road
Petersfield
Hampshire
GU32 3QA
Auditor
S&W Audit Partners Limited
Onslow House
Onslow Street
Guildford
GU1 4TL
Bankers
Lloyds Bank Plc
39 Piccadilly
London
W1J 0AA
Solicitors
CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
London
EC4N 6AF
EP&F CAPITAL PLC
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Statement of income and retained earnings
10
Balance sheet
11
Statement of cash flows
12
Notes to the financial statements
13 - 23
EP&F CAPITAL PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 DECEMBER 2024
- 1 -

The directors present the strategic report for EP&F Capital Plc (the "Company") for the year ended 30 December 2024.

 

Principal activities

 

The Company was established to acquire and/or to invest in businesses and companies that were considered to have the potential to generate both significant growth and profitability in the short, medium and long term. This overall strategy has been in place for a number of years and continues to be so.

Business review

The Board of the Company has implemented its strategy by investing in quoted and unquoted companies that are considered to have the potential for the generation of a significant return in the medium to longer term. This is complemented by a policy of buying and selling equity positions in quoted companies for short, medium and long-term gains, as well as to support the Company’s short-term liquidity position.

 

The Board has attempted to deploy the cash held on the balance sheet, which was generated by the realization of gains on previous investments. In doing so, the Company is targeting high growth companies that operate in markets with strong tailwinds and have identifiable competitive advantages. This is exemplified by the Company’s investment in a Dutch fire suppression technology business.

 

The income and revenue earned by the Company was generated from interest earned from a small number of interest bearing instruments.

 

Performance

The directors consider net assets value per share (NAV per share) to be the key measure of the Company's performance. In 2024, the Company's NAV per share was 35.0 pence/share (2023: 45.0 pence/share). The NAV of the Company has decreased in value because of the overall decrease in the value of the investment portfolio, which can be attributed to a decline in performance in one of the Company’s listed investments, which was a meaningful position in the portfolio.

 

Whilst the Company's NAV has decreased it is salient to note that the majority of the Company’s balance sheet is now invested in private companies, as opposed to public companies, with £175,000 invested in 2024 which is in addition to the £575,000 invested in 2023. The board view these to have performed positively over the year, and expect the Company to benefit from a meaningful return upon realisation. Although UK GAAP requires convertible loans to be held at fair value, the directors do not consider there to be a material difference between cost and fair value and therefore no adjustment has been made in the financial statements.

 

The Company also continues to benefit from a strong cash position of £613,982, which enables the Company to maintain its strategy of investing in interesting and profitable opportunities, as they arise.

EP&F CAPITAL PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 2 -
Principal risks and uncertainties

The Company's main risks are liquidity risk, foreign currency risk, credit risk and investments in small entities. For the Company's financial risks management objective and policies please refer to note 11.

 

The Board ensures that prudent investment and cost control provide sufficient cash to meet working capital requirements. Furthermore, it regularly reviews the credit rating and/or status of relevant counter parties.

 

Future developments

The Board is looking to continue to in public and private companies at attractive valuations, with strong fundamentals to drive value creation, and therefore, have notable upside potential.

 

Of its existing portfolio, the board will continue to monitor how to exit unlisted investments, and note they expect a number to undergo processes in the not too distant future.

 

 

 

 

 

 

 

 

EP&F CAPITAL PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 3 -
SECTION 172 STATEMENT

 

It is the directors’ duty to promote and categorise the development and achievements of the Company for the benefit of its shareholders as a whole to the extent that this is demonstrable. There needs to be a balance between members of the Company and its extraneous wider relationships. In the context of discharging their duties, the directors of EP&F Capital Plc give careful consideration to the factors itemised below:

 

A. Decision making:

 

This is undertaken with an emphasis on the generation of longer-term investment value within the business

complemented by shorter term trading positions designed to generate and enhance liquidity. Such decisions in the year have been exemplified by the investment in an unlisted fire suppression business, which the board believes to have significant scope for value accretion by leveraging its unique technology within favorable market conditions. This investment was facilitated by the historic proceeds generated from realisation of quoted shares, that had produced a significant return and thus, enabled the Company to maintain a strong cash position, whilst also providing the Company with sufficient capital to deploy in opportunities that meet the requisite risk- return profile and are intended to yield long-term value.

 

The board are satisfied that they are utilising funds adequately, and are looking to redeploy capital generated from gains on historic investments. This investment strategy is one of balance between the targeting of shorter-term gains to maintain the going concern status of the business, along with the objective of achieving longer term investment value for the Company. The Company’s performance is reviewed by the directors on a regular basis through financial reporting, investment analysis and valuation, cash flow projections and periodic corporate reviews.

 

Budgets take place on an annual basis along with short term quarterly forecasts to ensure that financial and ancillary targets are met. This is undertaken so that the directors can be satisfied that the Company’s business strategy remains achievable.

The Company has not paid a dividend since inception as well as subsequent to its de-listing from AIM some years ago. There exists one class of ordinary shares alone. This decision was made in the context of the existence of a large number of very small shareholders along with the administrative time and costs associated with the potential payment by way of dividends of very small amounts of money to 1,147 shareholders who held in total 4,707,155 shares collectively. The board took the view that it was not in the best interests of the Company as a whole to pay dividends at this stage until such time as the Company’s financial results justified this.

 

B. Employees:

 

Aside from the directors, the Company has one employee who supports the day-to-day operations. No additional measures are taken to canvas their opinion, as they are fully informed about the business operations and its future direction.

 

C. Customers and Suppliers:

 

The majority of commercial arrangements with suppliers are built on long time associations. This will range from Accountancy firms, financial advisors to Stockbrokers, lawyers, custodians and Share Registrars. All such parties are integral to the Company’s business activities. The Board is responsible for obtaining fee estimates and quotations in advance, along with procurement and regular communication with customers and suppliers. It fulfils the additional role of paying suppliers in a timely manner.

 

EP&F CAPITAL PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 4 -

D. Impact of the Company’s operations on the community and the environment:

 

Given the size of the Company and the degree of its economic and environmental impact the effect thereon is not insignificant given that the aforementioned Australian company, that EP&F has a material interest in, is very much considered to be a successful ESG “play” whereby the Company has developed a number of technologies with the purpose of reducing carbon emissions for certain industries.

 

E. Desirability of the Company maintaining a reputation for high standards of business conduct:

 

Emphasis is placed upon the experience and employment background of the Board and its associates who maintain high standards of business conduct. The Board is looking to both maintain and develop further the relationship and investment participation between the Company and its larger shareholders.

 

F. The need to act fairly as between members of the company:

 

The main challenge to act fairly between members is to balance the wishes of those shareholders who want to divest their shareholdings in the Company with other shareholders who may wish to continue to hold shares for the longer term. As an unquoted public company, EP&F Capital has an uncommon capital structure which does not, at present, facilitate the trading of EP&F shares. Given the desire of many shareholders for a facility to do so the board is examining the possibility of applying for a “Matched Bargain” facility whereby shareholders would be able to bid for or to offer shares in EP&F Capital through a regulated Broker/Market maker. Further assessment of the practicality of this process will be evaluated and shareholder feedback will be sought where appropriate. Communication takes place on a regular basis, in house, as both directors have invested money in meaningful share stakes in the company. The AGM provides an opportunity for shareholders to put forward their views, whilst additional communication has taken place with a number of shareholders in the past, the majority of which account for very small shareholdings.

On behalf of the board

Mr L O'Neill (Chairman)
Director
2 June 2025
EP&F CAPITAL PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2024
- 5 -

The directors present their annual report and the audited financial statements of EP&F Capital Plc (the "Company") for the year ended 30 December 2024.

Principal activities

The principal activity of the company continued to be that of an investment company.

Results and dividends

The results for the year state a loss on ordinary activities before taxation of £438,739 (2023 loss: £431,170).

 

The directors do not recommend the payment of a dividend (2023: £Nil).

 

Business relationships

 

Directors have an implicit responsibility for fostering commercial relationships with suppliers, customers, and potential clients. The effect of that regard is expected to have an influence over principal decisions taken during the pertinent financial years.

 

Matters covered in the strategic report

Future developments, and risks have been disclosed in the strategic report and therefore have not been repeated here.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr L O'Neill (Chairman)
Mr B F Edwards
(Resigned 4 March 2025)
Mr T B Spring
(Appointed 4 March 2025)
Auditor

In accordance with the company's articles, a resolution proposing that S&W Audit Partners Limited be reappointed as auditor of the company will be put at a General Meeting.

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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

EP&F CAPITAL PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 6 -

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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr L O'Neill (Chairman)
Director
2 June 2025
EP&F CAPITAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EP&F CAPITAL PLC
- 7 -
Opinion

We have audited the Financial Statements of EP&F Capital Plc (the 'Company') for the year ended 30 December 2024 which comprise the Statement of Income and Retained Earnings, the Balance Sheet, the Statement of Cash Flows and the notes to the Financial Statements, including significant accounting policies. The Financial Reporting Framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

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's 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 Directors' 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 Directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Strategic Report, the Directors' Report and Financial Statements, other than the Financial Statements and our auditor's report thereon. The Directors are responsible for the other information.

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.

 

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 course of 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 our audit:

EP&F CAPITAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EP&F CAPITAL PLC (CONTINUED)
- 8 -
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 Directors' Report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement, 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.

Auditor's 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In the context of the audit, we considered those laws and regulations which determine the form and content of the Financial Statements and which are central to the Company’s ability to conduct its business and where failure to comply could result in material penalties. The Company must abide by the Companies Act 2006 and FRS102 in respect of the preparation and presentation of the Financial Statements. Aside from this, we did not identify any specific laws and regulations as being of significance in the context of the Company.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s Financial Statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:

 

The procedures we carried out to gain evidence in the above areas included:

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

EP&F CAPITAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EP&F CAPITAL PLC (CONTINUED)
- 9 -

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's members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Key (Senior Statutory Auditor)
For and on behalf of S&W Audit Partners Limited
Date:
02/06/2025
2025-06-02
Chartered Accountants
Statutory Auditor
Onslow House
Onslow Street
Guildford
GU1 4TL
EP&F CAPITAL PLC
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
-
-
Administrative expenses
(211,310)
(348,914)
Other operating income
15,674
15,046
Operating loss
3
(195,636)
(333,868)
Amounts written off investments
8
(243,103)
(97,302)
Loss before taxation
(438,739)
(431,170)
Tax on loss
9
50,513
47,242
Loss for the financial year
(388,226)
(383,928)
Retained earnings brought forward
1,813,913
2,197,841
Retained earnings carried forward
1,425,687
1,813,913

The profit and loss account has been prepared on the basis that all operations are continuing operations.

EP&F CAPITAL PLC
BALANCE SHEET
AS AT 30 DECEMBER 2024
30 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
-
0
1,834
Current assets
Debtors
12
295,775
80,349
Investments
13
792,749
1,035,852
Cash at bank and in hand
613,982
1,003,084
1,702,506
2,119,285
Creditors: amounts falling due within one year
14
(41,461)
(71,848)
Net current assets
1,661,045
2,047,437
Net assets
1,661,045
2,049,271
Capital and reserves
Called up share capital
16
235,358
235,358
Profit and loss reserves
17
1,425,687
1,813,913
Total equity
1,661,045
2,049,271
The financial statements were approved by the board of directors and authorised for issue on 2 June 2025 and are signed on its behalf by:
Mr L O'Neill (Chairman)
Director
Company registration number 05168024 (England and Wales)
EP&F CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
19
(229,776)
(335,187)
Other income received from investments
-
0
(26,364)
Net cash outflow from operating activities
(229,776)
(361,551)
Investing activities
Purchase of investments
-
(559,626)
Proceeds from disposal of investments
-
0
299,017
Loans made to other entities
(175,000)
(55,000)
Interest received
15,674
15,046
Net cash used in investing activities
(159,326)
(300,563)
Net decrease in cash and cash equivalents
(389,102)
(662,114)
Cash and cash equivalents at beginning of year
1,003,084
1,665,198
Cash and cash equivalents at end of year
613,982
1,003,084

Notes 19 and 20 form part of these financial statements.

EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
- 13 -
1
Accounting policies
Company information

EP&F Capital Plc is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2 Petersfield Business Park, Bedford Road, Petersfield, Hampshire, GU32 3QA.

1.1
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, except for the revaluation of listed investments which are held at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors have considered the financial position of the Company. At the year end, the trueCompany held £613,982 in cash and £115,611 in listed securities. The Company produces monthly cash flow projections and assesses its potential business activities over the upcoming twelve months in order to identify its future requirement for liquidity. The board believes the Company has sufficient liquid resources and revenue to defray projected expenditure and to maintain the business over the year ahead. The decision has been taken to prepare accounts on the going concern basis as the Company is expected to continue for the foreseeable future.

1.3
Intangible fixed assets other than goodwill

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 

Website development is being amortised evenly over its estimated useful life of 3 years.

1.4
Impairment of fixed assets

At each reporting period end date, the company 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.

1.5
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
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.

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 company 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 company 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.

EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
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 company’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 when the company has 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.

1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 16 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Other debtors

Corporate loan receivables and other financial instruments are assessed for impairment at the end of each period. No impairment was noted in the current period (2023: £106,518).

3
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Exchange losses
-
0
26,364
Amortisation of intangible assets
1,834
1,833

The operating loss for the year is also stated after an impairment charge on doubtful debts of £2,911 (2023: £106,518).

4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
23,096
23,397
For other services
All other non-audit services
5,671
4,436
5
Employees

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

2024
2023
Number
Number
2
1
EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
5
Employees
(Continued)
- 17 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
67,500
40,000
Social security costs
7,431
4,337
74,931
44,337
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
40,000
40,000
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on loans
4,811
7,500
8
Losses on current asset investments
2024
2023
£
£
Unrealised losses on investments
Unrealised loss on revaluation of investments
(243,103)
(117,670)
Unrealised loss on net foreign exchange translation
-
(26,364)
(243,103)
(144,034)
Other gains
Profit on disposal of investments
-
46,732
(243,103)
(97,302)
9
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(50,513)
(47,242)
EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
9
Taxation
(Continued)
- 18 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(438,739)
(431,170)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(109,685)
(101,343)
Tax effect of expenses that are not deductible in determining taxable profit
61,024
18,703
Deferred tax adjustments in respect of prior years
(1,852)
(16,305)
Chargeable gains
-
0
53,554
Rate change adjustment - deferred tax
-
0
(1,851)
Taxation credit for the year
(50,513)
(47,242)

A deferred tax asset has been recognised in respect of timing differences relating to tax losses and accelerated capital allowances. A detailed review was performed as part of tax computation work on the comparatives for timing differences relating to tax losses and deferred tax assets.

10
Intangible fixed assets
Website development
£
Cost
At 31 December 2023 and 30 December 2024
5,500
Amortisation and impairment
At 31 December 2023
3,666
Amortisation charged for the year
1,834
At 30 December 2024
5,500
Carrying amount
At 30 December 2024
-
0
At 30 December 2023
1,834
11
Financial instruments

The Company's principal financial instruments comprise bank balances, current asset investments, trade creditors and accruals, loan receivable, convertible loan notes and other debtors. The principal purpose of these instruments is to raise funds, provide capital and generate investment returns for the Company.

EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
11
Financial instruments
(Continued)
- 19 -
Categorisation of financial instruments
The carrying value of financial assets and liabilities, measured at amortised cost, are detailed below:
2024
2023
£
£
Other debtors
-
9,167
Cash at bank
613,982
1,003,084
Trade and other payables
37,967
70,055
Current assets investments
677,138
677,138
The carrying value of financial assets, measured at fair value, are detailed below:
Current assets investments
115,611
358,714
Other debtors
175,000
-

Financial assets held at fair value through profit and loss

FRS 102 requires a three level hierarchy disclosure for categorising financial assets and liabilities carried at fair value and requires enhanced disclosures about fair value measurement. The fair value hierarchy classifies financial assets and liabilities according to the source of inputs, ranked according to availability of observable market prices used in measuring fair value as follows:

 

Level 1     

The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

 

Level 2     

Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the assets of liability, either directly or indirectly.

 

Level 3

Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

 

The categorisation of the investments within the hierarchy is based upon the pricing transparency of each investment and does not necessarily correspond to the director's perceived risk of the investment. The investments are classified within level 1 as they are valued using observable inputs from active market.

 

The following tables analyse the fair value hierarchy of the Company's investments measured at fair value.

 

At 30 December 2024
Level 1
Total
£
£
Investments designated at fair value through profit and loss
115,611
115,611
At 30 December 2023
Investments designated at fair value through profit and loss
358,714
358,714
EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
11
Financial instruments
(Continued)
- 20 -
Risks
The Company's operations expose it to a variety of financial risks that includes the effects of changes in credit risk, liquidity risk and interest rate risk. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of these risks. Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by outsourced accountancy practices under directions from the director.

The principal risks facing the Company have been identified below in the subsequent paragraphs.

Market risk
Market risk is generally comprised of price risk, interest rate risk and foreign exchange risk.

Equity price risk
The Company is exposed to equity price risk because of investments held by the group. To manage the price risk arising from these investments the Company diversifies its portfolio in accordance with limits set by the board of directors.

Price risk is the risk that one or more assets suffers a material reduction in value due to either market factors such as lower stock market valuation ratios or events specific to that asset such as a deterioration in the underlying firm's trading or cash position.

Interest rate risk
The Company does not pay interest on any of its financial liabilities and earns a fixed rate of return on its loan receivable.

Foreign exchange risk
The Company is subject to foreign exchange risk and seeks to mitigate that risk through strict monitoring of all foreign currency assets, which comprise of current asset investments.

Credit risk
Trade and other debtors are managed in respect of credit and cash flow by policies concerning the credit offered to counter-parties and the regular monitoring of the amounts outstanding for both time and credit limits. A maturity analysis and carrying value of trade debtors and other receivables are given below:
Liquidity risk
The Company actively maintains cash reserves to fund its overhead requirements for multiple years. In respect of bank balances, the liquidity risk is managed by maintaining continuity of funding and prompt collection of debts. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Cash flow risk
The Company maintains interest bearing assets, which include cash balances which earn interest at a fixed rate.

Managing capital
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders.

The Company defines capital as being share capital plus reserves.
EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 21 -
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
175,000
9,167
Prepayments and accrued income
4,000
4,920
179,000
14,087
Deferred tax asset (note 15)
116,775
66,262
295,775
80,349

Other debtors in the current year comprises a loan convertible at the option of the holder into a variable number and value of shares of the borrower, ExxFire Holding BV, a company registered in the Netherlands. The loan note accrues interest at 10% p.a. and has a repayment date of 30 June 2025 with the option of the borrower to extend the loan period by a further six months., during which time the holder has the option to convert the loan amount into equity of the borrower. The value of the option is considered by the directors to be immaterial and, therefore, the balance has been valued at the face value of the loan notes for purposes of these financial statements.

13
Current asset investments
2024
2023
£
£
Listed investments
115,611
358,714
Unlisted investments
677,138
677,138
792,749
1,035,852
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
14,827
12,983
Taxation and social security
3,494
1,793
Other creditors
1,523
1,523
Accruals and deferred income
21,617
55,549
41,461
71,848
EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 22 -
15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2024
2023
Balances:
£
£
Tax losses
66,262
66,262
Statutory database figures differ from the trial balance:
Deferred tax balances
116,775
66,262
Difference
(50,513)
-
Balance per TB
(116,775)
Warning - Difference exists; check stat db entries
(50,513)
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of 5p each
4,707,155
4,707,155
235,358
235,358
17
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
1,813,913
2,197,841
Loss for the year
(388,226)
(383,928)
At the end of the year
1,425,687
1,813,913
18
Related party transactions

At the year-end the Company owed £1,523 to a director (2023: £1,523). This loan incurs no interest and is repayable on demand.

 

During the year amounts incurred by the Company for services provided by key management personnel and close family members totalled £83,012 (2023: £54,778), £67,500 of which was paid under employment contracts. Of this £Nil (2023: £2,585) was payable at year end.

 

EP&F CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 23 -
19
Cash absorbed by operations
2024
2023
£
£
Loss after taxation
(388,226)
(383,928)
Adjustments for:
Taxation credited
(50,513)
(47,242)
Finance income
(15,674)
(15,046)
Amortisation and impairment of intangible assets
1,834
1,833
Foreign exchange loss
-
26,364
Gain on sale of investments
-
(46,732)
Other gains and losses
243,103
117,670
Movements in working capital:
Decrease in debtors
10,087
108,168
Decrease in creditors
(30,387)
(96,274)
Cash absorbed by operations
(229,776)
(335,187)
20
Analysis of changes in net debt
2024
£
Opening net funds
Cash at bank and in hand
1,003,084
Changes in net debt arising from:
Cash flows of the entity
(389,102)
Closing net funds as analysed below
613,982
Closing net funds
Cash at bank and in hand
613,982
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