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REGISTERED NUMBER: 07483008 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

BRAY CAPITAL LIMITED

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

| Page |

Statement of Financial Position | 1 |  | to |  | 2

Notes to the Financial Statements | 3 |  | to |  | 9

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2024

| 31.12.24 |  | 31.12.23

| as | restated |

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 867 |  | 1,256 |  |

Investments | 5 | 4,619,011 |  | 4,361,605 |  |

4,619,878 |  | 4,362,861 |  |

CURRENT ASSETS

Debtors | 6 | 331,280 |  | 355,085 |  |

Cash at bank | 23,244 |  | 2,434 |  |

354,524 |  | 357,519 |  |

CREDITORS

Amounts falling due within one year | 7 | (553,783 | ) | (621,008 | ) |

NET CURRENT LIABILITIES | (199,259 | ) | (263,489 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,420,619 |  | 4,099,372 |  |

CREDITORS

Amounts falling due after more than one year | 8 | (11,279,850 | ) | (11,149,347 | ) |

PROVISIONS FOR LIABILITIES | (218,572 | ) | (203,226 | ) |

NET LIABILITIES | (7,077,803 | ) | (7,253,201 | ) |

CAPITAL AND RESERVES

Called up share capital | 120 |  | 120 |  |

Share premium | 99,994 |  | 99,994 |  |

Non-distributable reserve | 816,642 |  | 728,478 |  |

Other reserves | 78,787 |  | 78,787 |  |

Retained earnings | (8,073,346 | ) | (8,160,580 | ) |

(7,077,803 | ) | (7,253,201 | ) |

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

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 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.

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

STATEMENT OF FINANCIAL POSITION - continued

31 DECEMBER 2024

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 2 September 2025 and were signed on its behalf by:

M L Mclauchlan - Director

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Bray Capital Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

| Registered number: | 07483008

| Registered office: | Suite 1 The Old Fuel Depot

| Twemlow Lane

| Twemlow

| Cheshire

| CW4 8GJ

| The principal activity of the company is the provision of management services.

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.

| The financial statements are prepared in sterling, which is the functional currency of the entity.

| Going concern

| The financial statements are prepared on the going concern basis.

| The Directors remain confident of the company's future. During 2024 the company has provided ongoing consultancy services generating sufficient income to cover running costs. The Directors anticipate that the investment portfolio will generate good returns in the future. As with all investment companies, it is difficult to accurately record an investment's true value until it is realised.

| The directors' loans are only repayable in so far as funds allow. Should all investments be realised, any residual unpaid balance will be written off by the Directors. The company holds no external funding.

| During the intervening period, the company continues to be funded via its shareholder.

| PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

| The financial statements contain information about Bray Capital Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| SIGNIFICANT JUDGEMENTS AND ESTIMATES

| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

| Significant judgements

| The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

| Investment are stated at fair value as determined by the share price of the latest share issue. The directors regularly review the performance of its investments to ensure there is no evidence of impairment.

| Key sources of estimation uncertainty

| Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

| As described in the accounting policies of the financial statements, depreciation of tangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual values are reviewed annually and revised as appropriate. Revisions take in to account actual asset lives and residual values as evidenced by disposals during current and prior accounting periods.

| REVENUE RECOGNITION

| The turnover shown in the profit and loss account represents amounts invoiced during the period relating to management services provided, exclusive of Value Added Tax.

| Revenue is recognised in the period that the management service is provided.

| TANGIBLE FIXED ASSETS

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Fixtures and fittings | - | 20% on cost

| Computer equipment | - | 20% on cost

| Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

| An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| INVESTMENTS IN SUBSIDIARIES

| Fixed asset investments are initially recorded at cost, and subsequently stated at fair value with gains and losses to the profit and loss.

| Investments

| Fixed asset investments are initially recorded at cost, and subsequently stated at fair value with gains and losses to the profit and loss.

| FINANCIAL INSTRUMENTS

| A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

| Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

| Debt instruments are subsequently measured at amortised cost.

| The company has taken advantage of an exception to paragraph 11.13 of FRS 102. which allows a small entity to measure a basic financial liability that is a loan from a director who is a natural person and a shareholder in the small entity (or a close member of the family of that person) initially at transaction price. Subsequently, for the same financial liability, the company is also exempt from the final sentence of paragraph 11.14 requiring the company to discount the liability to to amortised cost.

| Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

| 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 entity after deducting all of its financial liabilities.

| Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

| Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

| 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 statement of financial position date.

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| DEFERRED TAX

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

| FOREIGN CURRENCIES

| Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

| PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| EMPLOYEE BENEFITS

| The company provides a range of benefits to employees.

| Short term benefits, including holiday pay, are recognised as an expense in the profit and loss account in the period in which they are incurred.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 3 (2023 - 4 ) .

4. | TANGIBLE FIXED ASSETS

| Fixtures |

| and |  | Computer |

| fittings |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 January 2024

| and 31 December 2024 | 3,168 |  | 8,522 |  | 11,690 |  |

| DEPRECIATION

| At 1 January 2024 | 2,652 |  | 7,782 |  | 10,434 |  |

| Charge for year | 140 |  | 249 |  | 389 |  |

| At 31 December 2024 | 2,792 |  | 8,031 |  | 10,823 |  |

| NET BOOK VALUE

| At 31 December 2024 | 376 |  | 491 |  | 867 |  |

| At 31 December 2023 | 516 |  | 740 |  | 1,256 |  |

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

5. | FIXED ASSET INVESTMENTS

| Shares in |

| group |  | Other |

| undertakings |  | investments |  | Totals

£ | £ | £ |

| COST OR VALUATION

| At 1 January 2024 | 1 |  | 4,361,604 |  | 4,361,605 |  |

| Additions | - |  | 196,022 |  | 196,022 |  |

| Revaluations | - |  | 103,510 |  | 103,510 |  |

| Impairments | - |  | (42,126 | ) | (42,126 | ) |

| At 31 December 2024 | 1 |  | 4,619,010 |  | 4,619,011 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1 |  | 4,619,010 |  | 4,619,011 |  |

| At 31 December 2023 | 1 |  | 4,361,604 |  | 4,361,605 |  |

| Cost or valuation at 31 December 2024 is represented by:

| Shares in |

| group |  | Other |

| undertakings |  | investments |  | Totals

£ | £ | £ |

| Valuation in 2019 | - |  | 2,423,067 |  | 2,423,067 |  |

| Valuation in 2020 | - |  | 521,443 |  | 521,443 |  |

| Valuation in 2022 | - |  | (2,213,960 | ) | (2,213,960 | ) |

| Valuation in 2023 | - |  | 201,154 |  | 201,154 |  |

| Valuation in 2024 | - |  | 61,385 |  | 61,385 |  |

| Cost | 1 |  | 3,625,921 |  | 3,625,922 |  |

1 |  | 4,619,010 |  | 4,619,011 |  |

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

| as | restated |

£ | £ |

| Trade debtors | - |  | 2,628 |  |

| Amounts owed by group undertakings | 4,056 |  | 5,206 |  |

| Other debtors | - |  | 264 |  |

| Deferred tax asset | 323,300 |  | 344,209 |  |

| Directors' loan accounts | 687 |  | - |  |

| VAT | 1,952 |  | 1,472 |  |

| Prepayments and accrued income | 1,285 |  | 1,306 |  |

331,280 |  | 355,085 |  |

| Amounts owed by group and connected companies are unsecured, interest free and are repayable on demand.

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

| as | restated |

£ | £ |

| Trade creditors | 10,179 |  | - |  |

| Social security and other taxes | 6,014 |  | 6,506 |  |

| Other creditors | 1,540 |  | 1,223 |  |

| Accruals and deferred income | 536,050 |  | 613,279 |  |

553,783 |  | 621,008 |  |

| A debenture dated 11 February 2011 exists in favour of Natwest Bank Plc which incorporates a fixed and floating charge over the property and assets of the company.

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.12.24 |  | 31.12.23

| as | restated |

£ | £ |

| Other creditors | 1,855,358 |  | 1,855,358 |  |

| Directors' loan accounts | 9,424,492 |  | 9,293,989 |  |

11,279,850 |  | 11,149,347 |  |

9. | RELATED PARTY DISCLOSURES

| Details of transaction between fellow group companies have not been disclosed in line with paragraph 33.1A of FRS 102.

| During the year, transactions took place with the following related parties:

| i) S O'Brien, a company director

| £9,288,941 was due to the director at the start of the year. During the year, the director was advanced £95,755 and introduced funds of £231,306. At the year end £9,424,492 was due to the director.

10. | EVENTS AFTER THE END OF THE REPORTING PERIOD

| There were no significant events up to the date of approval of the financial statements by the Board.

BRAY CAPITAL LIMITED (REGISTERED NUMBER: 07483008)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

11. | GOING CONCERN

| The financial statements are prepared on the going concern basis.

| The Directors remain confident of the company's future. During 2024 the company has provided ongoing consultancy services generating sufficient income to cover running costs. The Directors anticipate that the investment portfolio will generate good returns in the future. As with all investment companies, it is difficult to accurately record an investment's true value until it is realised.

| The directors' loans are only repayable in so far as funds allow. Should all investments be realised, any residual unpaid balance will be written off by the Directors. The company holds no external funding.

| During the intervening period, the company continues to be funded via its shareholder.