REGISTERED NUMBER: 07483008 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

BRAY CAPITAL LIMITED

Page

Statement of Financial Position

1

to

2

Notes to the Financial Statements

3

to

9

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.

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

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.

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.

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.

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

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.

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.

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.