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Registered number: 15792542 CARTHAGE BUYER LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
CARTHAGE BUYER LIMITED COMPANY INFORMATION
Directors | F M Charrington (appointed 25 July 2024)
| S J Clarke (appointed 21 January 2025)
| H D Williams (appointed 21 June 2024, resigned 21 January 2025)
Registered number | 15792542
Registered office | Unit Bm2s.08 Barley Mow Centre
| 10 Barley Mow Pass
| London
| W4 4PH
Independent auditors | White Hart Associates (London) Limited
| Chartered Accountants and Statutory Auditors
| 2nd Floor, Nucleus House
| 2 Lower Mortlake Road
| Richmond
| TW9 2JA
CARTHAGE BUYER LIMITED CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Statement of Cash Flows | 12
Analysis of Net Debt | 13
Notes to the Financial Statements | 14 - 19
CARTHAGE BUYER LIMITED STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024
Introduction
The company is required by the Companies Act 2006, to set out in this report a fair review of the business of the company during the financial period ended 31 December 2024, and of the position of the Company at the period end, and a description of the principal risks and uncertainties facing the Company. The review is prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for the strategies to succeed, and the business review should not be relied upon by any other party or for any other purpose.
Business review
The business was incorporated on 21 June 2024. On 25 July 2024, the Company acquired Martin Randall Travel Limited and its subsidaries. The Martin Randall Travel Group comprises two core operations: Martin Randall Travel Limited and Heritage Group Travel Limited. The group's principal activity is the provision of high-quality cultural tours. Martin Randall Travel focuses on expert led, small group tours and musical festivals for individual clients centered around art, architecture, history and classical music. Heritage Group Travel complements this by offering bespoke itineraries for institutions and cultural organisations tailored to a cultural or academic interest. The Company reported a loss for the period of £382,907. This is principally due to costs associated with the acquisition in the year. The net liabilities are £382,907. The company does not believe there are any Key Performance Indicators.
Principal risks and uncertainties
The Group operates in a dynamic sector influenced by macroeconomic conditions, regulatory oversight, and consumer trends. Key risks include: Regulatory Compliance: The Group is subject to regulation by bodies including the CAA (Air Travel Organisers Licence – ATOL) and ABTOT. Ongoing compliance with financial and operational criteria is essential, with potential changes to ATOL under consultation. The Group actively monitors developments and engages with advisors to ensure continued compliance. Brexit & Taxation: Post-Brexit VAT rules affecting EU tour operations remain under review. The Group continues to seek professional advice to stay ahead of potential changes. Market Competition: Operating in a highly competitive sector, the Group maintains strong digital engagement and product innovation to retain market share. Foreign Exchange: Exposure to currency fluctuations is managed through partial hedging and prudent financial practices. Commercial Relationships: Risk is diversified through a broad supplier base and long-standing relationships across multiple regions. Technology Dependence: The Group’s reliance on IT systems and its website introduces operational risk. Mitigation strategies are in place to address potential system failures or cyber threats. External Events: Travel demand may be impacted by terrorism, pandemics, political instability, natural disasters, and weather. The Group mitigates this by offering diverse destinations and maintaining agile planning structures. Page 1
CARTHAGE BUYER LIMITED STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 This report was approved by the board on 24 June 2025 and signed on its behalf.
F M Charrington Director
Page 2
CARTHAGE BUYER LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the period ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. 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 to 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.
Principal activity
The principal activity of the Company was that of an intermediate holding company. The principal activity of the Group was that of a tour operator providing cultural tours.
Results and dividends
The loss for the period, after taxation, amounted to £382,907. Dividends paid during the period amounted to £Nil.
Directors
The directors who served during the period were:
F M Charrington (appointed 25 July 2024)
H D Williams (appointed 21 June 2024, resigned 21 January 2025)
Additionally, S J Clarke was appointed as director on 21 January 2025. Page 3
CARTHAGE BUYER LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024
Future developments
The Company will continue to focus on growth through the expansion of core operations- exploring new product offerings and widening our territory offerings. Since the year end, investment has been made to strengthen the management team and further investments for operational teams are planned for the coming year. Management also plans to invest across digital infrastructure and systems to ensure maximum operational efficiency. The directors are confident that the business is well positioned to respond to future challenges and provide long term value for our all stakeholders.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the period end.
Auditors
The auditors, White Hart Associates (London) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 24 June 2025 and signed on its behalf.
F M Charrington Director
Page 4
CARTHAGE BUYER LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARTHAGE BUYER LIMITED
Opinion
We have audited the financial statements of Carthage Buyer Limited (the 'Company') for the period ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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. Page 5
CARTHAGE BUYER LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARTHAGE BUYER LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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. Page 6
CARTHAGE BUYER LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARTHAGE BUYER LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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: - We exercise professional judgment and maintain professional skepticism throughout the audit; - We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control; - We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control; - We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made; - We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; - We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 7
CARTHAGE BUYER LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARTHAGE BUYER LIMITED (CONTINUED)
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 Auditors' 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 and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. M S Caldicott ACA FCCA CTA (Senior Statutory Auditor) for and on behalf of White Hart Associates (London) Limited Chartered Accountants and Statutory Auditors 2nd Floor, Nucleus House 2 Lower Mortlake Road Richmond TW9 2JA 24 June 2025 Page 8
CARTHAGE BUYER LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2024
| 2024
Note | £
Administrative expenses |  | (215,928)
Operating loss |  | (215,928)
Interest payable and similar expenses | 5 | (166,979)
Loss before tax |  | (382,907)
Loss for the financial period |  | (382,907)
Other comprehensive income for the period |  |
Total comprehensive income for the period |  | (382,907)
The notes on pages 14 to 19 form part of these financial statements.
Page 9
CARTHAGE BUYER LIMITED REGISTERED NUMBER: 15792542 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024
Note |  | £
Fixed assets |  |  |
Investments | 6 |  | 15,692,573
|  |  | 15,692,573
Current assets |  |  |
Debtors: amounts falling due within one year | 7 | 8,311 |
|  | 8,311 |
Total assets less current liabilities |  |  | 15,700,884
Creditors: amounts falling due after more than one year | 8 |  | (16,083,791)
Net liabilities |  |  | (382,907)
Capital and reserves |  |  |
Called up share capital | 10 |  | -
Profit and loss account | 11 |  | (382,907)
|  |  | (382,907)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 June 2025.
F M Charrington
Director
The notes on pages 14 to 19 form part of these financial statements. Page 10
CARTHAGE BUYER LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
Comprehensive income for the period |  |  |
Loss for the period | - | (382,907) | (382,907)
At 31 December 2024 | - | (382,907) | (382,907)
| The notes on pages 14 to 19 form part of these financial statements.
Page 11
CARTHAGE BUYER LIMITED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2024
|  |  | 2024
|  |  | £
Cash flows from operating activities |
Loss for the financial period | (382,907)
Adjustments for: |
Interest paid | 166,979
Increase in debtors | (8,311)
Increase in amounts owed to groups | 12,583,791
Net cash generated from operating activities | 12,359,552
Cash flows from investing activities |
Purchase of fixed asset investments | (15,692,573)
Net cash from investing activities | (15,692,573)
Cash flows from financing activities |
Loans received | 3,500,000
Interest paid | (166,979)
Net cash used in financing activities | 3,333,021
Net increase in cash and cash equivalents | -
Cash and cash equivalents at the end of period | -
Cash and cash equivalents at the end of period comprise: |
| -
The notes on pages 14 to 19 form part of these financial statements.
Page 12
CARTHAGE BUYER LIMITED ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 31 DECEMBER 2024
|  | Cash flows | At 31 December 2024
|  | £ | £
Debt due after 1 year | - | -
Debt due within 1 year | (3,500,000) | (3,500,000)
| (3,500,000) | (3,500,000)
The notes on pages 14 to 19 form part of these financial statements.
Page 13
CARTHAGE BUYER LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
1. | General information
Carthage Buyer Limited is a company limited by shares and incorporated in England and Wales. The address of registered office is Unit Bm2s.08 Barley Mow Centre, 10 Barley Mow Pass, London, W4 4PH. The principal activity of the Company was that of a holding company. The principal activity of the Group was that of a tour operator providing cultural tours. The functional and presentational currency is GBP. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The Board and management meet regularly during the year and continue to review the Company’s financial position, budgets and forecasts in order to neutralise the potential financial impact from any significant downturn in trading. As a result of these reviews and projections, the Board and management have a reasonable expectation that the Company has adequate resources to continue in operational existence for foreseeable future, being at least the following 12 months from the signing of these financial statements. Consequently, the directors believe that it is sill appropriate to apply going concern basis for the foreseeable future.
| 2.3 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.4 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
| 2.5 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 14
CARTHAGE BUYER LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.7 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Page 15
CARTHAGE BUYER LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Financial instruments (continued)
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the directors are required to make judgments, 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 estimates are recognised in the period in which the estimates are 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.
4. | Employees
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | 2024
|  |  | No.
|  | Directors | 2
5. | Interest payable and similar expenses
|  |  |  |  | 2024
|  |  |  |  | £
| Other loan interest payable | 166,979
|  | 166,979
Page 16
CARTHAGE BUYER LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
6. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 15,692,573
| At 31 December 2024 | 15,692,573
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Martin Randall Travel Limited | Unit Bm2s.08 Barley Mow Centre, 10 Barley Mow Passage, London, W4 4PH | Ordinary | 100%
| Martin Randall Transport Limited (Indirect subsidiary) | As above | Ordinary | 100%
| Heritage Group Travel Limited (Indirect subsidiary) | First Floor, 12 Charlotte Street, Bath, BA1 2NE. | Ordinary | 100%
| Group Travel Connection (Transport) Limited (Indirect subsidiary) | As above | Ordinary | 100%
| Group Travel Connection Limited (Indirect subsidiary) | as above | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit
|  | £ | £
| Martin Randall Travel Limited | 4,794,918 | 1,485,408
| Martin Randall Transport Limited (Indirect subsidiary) | 34,646 | -
| Heritage Group Travel Limited (Indirect subsidiary) | 663,862 | 199,488
| Group Travel Connection (Transport) Limited (Indirect subsidiary) | 2,000 | -
| Group Travel Connection Limited (Indirect subsidiary) | 2 | -
Page 17
CARTHAGE BUYER LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
7. | Debtors
|  |  |  |  | 2024
|  |  |  |  | £
| Other debtors | 8,311
|  | 8,311
8. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024
|  |  |  |  | £
| Other loans | 3,500,000
| Amounts owed to group undertakings | 12,583,791
|  | 16,083,791
| The other loans above is a secured loan received from Tc Loans Limited ("Thincats") that requires no monthly capital repayments, incurs interest at the annualised base rate plus an annualised margin rate of 6.5%, payable monthly, with full capital repament due on 25 July 2029.
9. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2024
|  |  |  |  | £
| Amounts falling due 2-5 years |
| Other loans | 3,500,000
|  | 3,500,000
10. | Share capital
| On 21 June 2024, the Company issued one ordinary share of £0.01 at par.
Page 18
CARTHAGE BUYER LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
11. | Reserves
Profit and loss account The profit and loss account represents the net distributable reserves of the company at the date of the statement of financial position. 12.Mortgages and charges A charge created by the Company and dated 25 July 2024 in favour of Piper Pe LLP, containing fixed and floating charges over all assets of the Company, was registered at Companies House on 1 August 2024. Additionally, a further charge created by the Company and dated 25 July 2024 in favour of Tc Loans Limited, containing fixed and floating charges over all assets of the Company, was registered at Companies House on 26 July 2024.
13. | Controlling party
The Company's immediate and ultimate parent undertaking is Carthage Topco Ltd, a company registered in England and Wales. Copies of the consolidated financial statements of Carthage Topco Ltd can be obtained from its registered office of Unit Bm2s.08 Barley Mow Centre, Barley Mow Passage, London, W4 4PH. In the opinion of the directors, there is no ultimate controlling party.
Page 19