REGISTERED NUMBER: 08902743 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements

for the Year Ended 31 March 2024

for

Phanar Asset Management (Uk) Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTOR:

O Jonson

SECRETARY:

Gradient Advisory Corporate Services Ltd

REGISTERED OFFICE:

1-2 Charterhouse Mews

London

EC1M 6BB

REGISTERED NUMBER:

08902743 (England and Wales)

AUDITORS:

Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

BANKERS:

Barclays

1 Churchill Place

London

E14 5HP

The director presents his strategic report for the year ended 31 March 2024.

REVIEW OF BUSINESS

Phanar Asset Management Limited is authorised and regulated by the Financial Conduct Authority (FCA). The principal activity of the company during the year was the provision of asset management services to clients, including investment advisory and portfolio management.

During the year, the company focused on delivering consistent investment returns, maintaining strong client relationships, and adhering to regulatory obligations under the FCA's supervision.

- Number of clients or growth in client base: 2 clients - no growth in client base

- Key services or investment strategies: Investment advisory service only

- Commentary on performance relative to market conditions: The performance was satisfactory according to the market conditions.

Financial Review

The company generated revenue of £111,642 (2023: £104,469) and reported a profit before tax of £17,272 (2023: -£52,056). The financial position at the balance sheet date remains stable, with net assets of £80,464 (2023 : £64,981).

- Year-on-year performance: We were able to maintain the revenue for 2024 at the same level as 2023 despite the market volatility during the COVID-19 pandemic. Brexit continues to impact the company's performance negatively.

The company was able to reduce the cost structure during 2023/2024.

Future Developments

The company plans to continue growing its client base, enhance its investment offerings, and further strengthen its compliance infrastructure. Digital transformation and greater automation of reporting and onboarding processes are also areas of focus.

The company is also looking for a strategic partner to develop new service lines together.

PRINCIPAL RISKS AND UNCERTAINTIES

The key risks facing the company include:

- Market Risk: Fluctuations in financial markets could adversely affect client portfolios and, consequently, fee income.

- Regulatory Risk: As an FCA-regulated firm, changes in the regulatory environment could impact operations.

- Operational Risk: Risks from system failures, cyber threats, or inadequate internal processes.

- Client Retention Risk: Loss of key clients may affect revenue stability.

The company maintains robust internal controls and compliance procedures to mitigate these risks and ensures it remains up to date with regulatory changes.

- Risk Mitigation Strategies: The company implements proactive risk management strategies tailored to each risk category. This includes market analysis and diversification strategies for market risk, internal controls, and client relationship management practices for client retention risk.

- Third-Party Support (Compliance Consultants): The company engages with compliance consultants to provide specialized expertise and support in enhancing regulatory compliance measures. Compliance consultants offer guidance on interpreting regulatory requirements, conducting risk assessments, recommending best practices, and assisting in implementing regulatory changes effectively.

By integrating these risk mitigation strategies and leveraging compliance consultants' expertise, the company demonstrates a proactive approach towards managing risks and maintaining regulatory compliance to uphold its operational stability and reputation.

SECTION 172(1) STATEMENT

The directors have had regard to the matters set out in section 172(1) of the Companies Act 2006. In particular, they have considered the likely consequences of decisions for the long term, maintained relationships with clients and service providers, and upheld the highest standards of business conduct.

The company's communications policy ensures that it is transparent, fair, and not misleading, tailored to meet customers' needs and preferences. Policies also include recording and monitoring of business-related communications.

ON BEHALF OF THE BOARD:

O Jonson - Director

3 September 2025

The director presents his report with the financial statements of the company for the year ended 31 March 2024.

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of fund management activities.

DIRECTOR

O Jonson held office during the whole of the period from 1 April 2023 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Anstey Bond LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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

ON BEHALF OF THE BOARD:

O Jonson - Director

3 September 2025

Opinion

We have audited the financial statements of Phanar Asset Management (Uk) Limited (the 'company') for the year ended 31 March 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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 March 2024 and of its profit for the year 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

.

the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

.

results of our enquiries of management about their own identification and assessment of the risks of irregularities;

.

any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

.

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

.

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

.

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

.

the matters discussed among the audit engagement team and involving relevant internal specialists, including tax and IT specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue deferrals. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty.

Audit response to the risks identified

Our procedures to respond to risks identified included the following:

.

reviewing the financial statement disclosures and verifying through obtaining supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

.

enquiring of management and external legal counsel concerning actual and potential litigation and claims;

.

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

.

reading minutes of meetings of those charged with governance, and reviewing regulatory correspondence

.

obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

.

obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

.

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and significant component audit teams, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Colin Ellis FCCA CF (Senior Statutory Auditor)

for and on behalf of Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

3 September 2025

TURNOVER

3

111,642

104,469

Cost of sales

(37,554

)

(42,832

)

GROSS PROFIT

74,088

61,637

Administrative expenses

(56,816

)

(127,646

)

17,272

(66,009

)

Other operating income

-

13,953

OPERATING PROFIT/(LOSS) and

PROFIT/(LOSS) BEFORE TAXATION

17,272

(52,056

)

Tax on profit/(loss)

5

(1,789

)

8,398

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

15,483

(43,658

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

15,483

(43,658

)

CURRENT ASSETS

Debtors

8

55,986

43,272

Cash at bank

53,127

95,114

109,113

138,386

CREDITORS

Amounts falling due within one year

9

(28,649

)

(73,405

)

NET CURRENT ASSETS

80,464

64,981

TOTAL ASSETS LESS CURRENT LIABILITIES

80,464

64,981

CAPITAL AND RESERVES

Called up share capital

11

71,668

71,668

Other reserves

12

20,000

20,000

Retained earnings

12

(11,204

)

(26,687

)

SHAREHOLDERS' FUNDS

80,464

64,981

The financial statements were approved by the director and authorised for issue on 3 September 2025 and were signed by:

O Jonson - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 April 2022

71,668

60,398

20,000

152,066

Changes in equity

Dividends

-

(43,427

)

-

(43,427

)

Total comprehensive income

-

(43,658

)

-

(43,658

)

Balance at 31 March 2023

71,668

(26,687

)

20,000

64,981

Changes in equity

Total comprehensive income

-

15,483

-

15,483

Balance at 31 March 2024

71,668

(11,204

)

20,000

80,464

Cash flows from operating activities

Cash generated from operations

1

(31,031

)

(78,730

)

Tax paid

5,590

-

Net cash from operating activities

(25,441

)

(78,730

)

Cash flows from financing activities

Amount withdrawn by directors

(16,564

)

-

Equity dividends paid

-

(43,427

)

Net cash from financing activities

(16,564

)

(43,427

)

Decrease in cash and cash equivalents

(42,005

)

(122,157

)

Cash and cash equivalents at beginning of year

2

95,114

217,271

Cash and cash equivalents at end of year

2

53,109

95,114

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit/(loss) before taxation

17,272

(52,056

)

Decrease in trade and other debtors

3,850

87,407

Decrease in trade and other creditors

(52,153

)

(114,081

)

Cash generated from operations

(31,031

)

(78,730

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

53,127

95,114

Bank overdrafts

(18

)

-

53,109

95,114

Year ended 31 March 2023

31.3.23

1.4.22

£

£

Cash and cash equivalents

95,114

217,271

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.23

Cash flow

At 31.3.24

£

£

£

Net cash

Cash at bank

95,114

(41,987

)

53,127

Bank overdrafts

-

(18

)

(18

)

95,114

(42,005

)

53,109

Total

95,114

(42,005

)

53,109

1.	STATUTORY INFORMATION

Phanar Asset Management (Uk) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 £.

Significant judgements and estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and reported amounts of revenue and operating costs during the reporting period. The company does not have any estimates which could have significant effect on the financial statements.

Going concern

The shareholder has expressed his willingness to continue to provide financial support for the next 12 month as from the date of approval of the financial statements in order for the company to meet its current liabilities. The director therefore continues to adopt the going concern basis of accounting.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue Recognition

Fund management and performance revenues are recognised when the service is rendered. Outstanding fund and management revenues is reflected on the balance sheet as debtors.

Tangible fixed assets

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

Office equipment - 33% on cost

Tangible fixed assets are stated at cost less depreciation.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Trade and other debtors

Trade and other debtors are initially recognised at the transaction price and thereafter stated at amortised cost using effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the debtors are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which cases they are stated at cost. The company does not have long term creditors.

Cash and cash equivalents

Cash and cash equivalents are included in the balance sheet at cost. Cash and cash equivalents are comprised of cash within the bank, cash within hand and short term deposits with a maturity of three months or less.

3.

TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Investment management service

111,642

104,469

111,642

104,469

An analysis of turnover by geographical market is given below:

2024

2023

£

£

Europe

111,642

104,469

111,642

104,469

4.	OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

2024

2023

£

£

Auditors' remuneration

4,800

4,800

Foreign exchange differences

2,013

(13,953

)

5.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

1,789

(8,398

)

Tax on profit/(loss)

1,789

(8,398

)

6.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1 each

Final

-

43,427

7.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 April 2023

and 31 March 2024

4,577

DEPRECIATION

At 1 April 2023

and 31 March 2024

4,577

NET BOOK VALUE

At 31 March 2024

-

At 31 March 2023

-

All fixed assets items held by the company have been fully depreciated as at the balance sheet date. However, these assets remain in use and continue to support the company's operations.

8.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

16,963

13,381

Other debtors

-

2,000

Directors' loan accounts

16,564

-

Prepayments and accrued income

16,869

27,891

50,396

43,272

Amounts falling due after more than one year:

Other debtors

5,590

-

Aggregate amounts

55,986

43,272

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts (see note 10)

18

-

Trade creditors

8,923

51,603

Tax

7,379

-

Accrued expenses

12,329

21,802

28,649

73,405

10.

LOANS

An analysis of the maturity of loans is given below:

2024

2023

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

18

-

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

71,668

Ordinary

£1

71,668

71,668

12.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 April 2023

(26,687

)

20,000

(6,687

)

Profit for the year

15,483

15,483

At 31 March 2024

(11,204

)

20,000

8,796

13.	RELATED PARTY DISCLOSURES

As at the balance sheet date held within debtors, is the amount of £16,963 (2023: £13,381) owed from Phanar Asset Management AG, Switzerland.

As at the balance sheet date held within debtors, is the amount of £16,564 (2023: £Nil) owed from Mr O Jonson, Director of the company.

14.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is O Jonson.

15.	FCA RISK DISCLOSURE

As required by The Financial Conduct Authority Handbook (BIRPU 11), the Pillar 3 risk disclosures are available on the company's website at https://www.phanar.com