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Company registration number:
12875414
Tenacious Holdings Limited
Unaudited Filleted Financial Statements for the year ended
31 December 2024
Tenacious Holdings Limited
Report to the board of directors on the preparation of the unaudited statutory financial statements of Tenacious Holdings Limited
Year ended
31 December 2024
As described on the statement of financial position, the Board of Directors of
Tenacious Holdings Limited
are responsible for the preparation of the
financial statements
for the year ended
31 December 2024
, which comprise the income statement, statement of total comprehensive income, statement of financial position, statement of changes in equity and related notes.
You consider that the company is exempt from an audit under the Companies Act 2006.
In accordance with your instructions we have compiled these unaudited financial statements in order to assist you to fulfil your statutory responsibilities, from the accounting records and from information and explanations supplied to us.
Fistral Accounting
Mor Workspace
Treloggan Lane
Newquay
Cornwall
TR7 2FP
United Kingdom
Date:
11 September 2025
Tenacious Holdings Limited
Statement of Financial Position
31 December 2024

|  | 2024 | 2023
--- | --- | --- | ---
|  |  | as restated
| Note | £ | £
Fixed assets |  |  |  |  |
Investments | 5 | 194 |  | 194 |
Current assets |  |  |  |  |
Debtors | 6 | 26,997,970 |  | 22,916,023 |
Cash at bank and in hand |  | 1,534 |  | 1,699 |
|  | 26,999,504 |  | 22,917,722 |
Creditors: amounts falling due within one year | 7 | (13,873,573 | ) | (9,792,750 | )
Net current assets |  | 13,125,931 |  | 13,124,972 |
Total assets less current liabilities |  | 13,126,125 |  | 13,125,166 |
Capital and reserves |  |  |  |  |
Called up share capital |  | 577 |  | 577 |
Share premium |  | 14,423,582 |  | 14,423,582 |
Other reserves |  | - |  | 234 |
Profit and loss account |  | (1,298,034 | ) | (1,299,227 | )
Shareholders funds |  | 13,126,125 |  | 13,125,166 |

For the year ending
31 December 2024
, the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;
- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.

These
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.
These
financial statements
were approved by the board of directors and authorised for issue on
11 September 2025
, and are signed on behalf of the board by:

N Morland
Director

Company registration number:
12875414
Tenacious Holdings Limited
Notes to the Financial Statements
Year ended
31 December 2024

## 1 General information

The company is a private company limited by shares and is registered in England and Wales. The address of the registered office is
11 Shepherd Market
,
London
,
W1J 7PG
, England.

## 2 Statement of compliance

These
financial statements
have been prepared in compliance with FRS 102 Section 1A, 'The Financial Reporting Standard applicable to the UK and Republic of Ireland'.

## 3 Accounting policies

## Basis of preparation

The
financial statements
have been prepared on the historical cost basis, as modified by the revaluation of certain assets.
The
financial statements
are prepared in sterling, which is the functional currency of the company.
The financial statements contain information about Tenacious Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under the small companies regime from the requirement to prepare consolidated financial statements.

## Going concern

As at the period end date the Statement of Financial Position showed a net asset position amounting to £13,126,125 (2023: £13,125,166) and incurred profits of £1.193 (2023: losses of £22,840). The directors have prepared these financial statements on the going concern basis. At the time of approving these financial statements and in coming to this conclusion, the directors have assessed current trade and expected future performance and support for the group. The group is reliant upon ongoing support from investment funds and shareholders who have confirmed financial support for at least twelve months from the date of approval of these financial statements. Therefore the directors have a reasonable expectation that the group, and therefore the company, has adequate resources to continue in operational existence for the foreseeable future.

## Prior period adjustment

A prior year adjustment has been made to exclude the £1 investment in Tenacious Halfway Limited on the basis the share was transferred out of the group shortly after incorporation.

## Fixed asset investments

Investments in subsidiaries, associates and joint ventures accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses.
Investments in subsidiaries, associates and joint ventures accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income or profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted.
Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.
Other fixed asset investments which are listed are measured at fair value with changes in fair value being recognised in profit or loss.
All other Investments held as fixed assets are initially recorded at cost, and are subsequently stated at cost less any accumulated impairment losses.

## Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

## 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 and are subsequently measured as follows: Debt instruments are subsequently measured at amortised cost and commitments to receive a loan and to make a loan to another entity are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.
All other financial instruments, including derivatives, are initially recognised at fair value, which is normally the transaction price and are subsequently measured at fair value, with any changes recognised in profit or loss.
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.
All equity instruments regardless of significance, and other financial assets that are individually significant, are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

## Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

## Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Total Comprehensive Income within 'Foreign currency translation'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

## 4 Average number of employees

The average number of persons employed by the company during the year was
4
(2023:
4.00
).

## 5 Investments

| Shares in group undertakings and participating interests
--- | ---
| £
Cost |  |
At 1 January 2024 as restated | 194 |
At 31 December 2024 | 194 |
Impairment |  |
At 1 January 2024 and 31 December 2024 | - |
Carrying amount |  |
At 31 December 2024 | 194 |
At 31 December 2023 | 194 |

## 6 Debtors

| 2024 | 2023
--- | --- | ---
|  | as restated
| £ | £
Amounts owed by group undertakings and undertakings in which the company has a participating interest | 26,832,526 |  | 22,735,442 |
Other debtors | 165,444 |  | 180,581 |
| 26,997,970 |  | 22,916,023 |

Amounts owed by group undertakings and undertakings in which the company has a participating interest are interest free and repayable on demand.

## 7 Creditors: amounts falling due within one year

| 2024 | 2023
--- | --- | ---
| £ | £
Amounts owed to group undertakings and undertakings in which the company has a participating interest | 13,249,225 |  | 9,179,262 |
Other creditors | 624,348 |  | 613,488 |
| 13,873,573 |  | 9,792,750 |

Amounts owed by group undertakings are interest free and repayable on demand.
During the year the company entered into 0 (2023: 1) loan facility agreement with The Clayton Trust, an entity related through common control, for the amount of $0 (2023: $1,750,000). Drawn down balances accrue interest in line with HMRC's official rate for beneficial loan arrangements and are repayable 1 year after the date of the agreement. During the prior year the loans between the company and The Clayton Trust were novated to the new parent entity, Tenacious Holdings Limited, registered in Jersey. As at the year end date the company owed £Nil (2023: £Nil) to The Clayton Trust.
Included within other creditors is a loan of $800,000 with Global Green Fund. The loan is interest free with no fixed date of repayment. Legal fees of $18,912 paid to take out the loan are being offset against the loan creditor.

## 8 Related party transactions

During the year the company entered into the following transactions with related parties:

| 2024 | 2023
--- | --- | ---
| £ | £
Entities under common control | 387,894 |  | 272,206 |

During the year, the company made payments of £387,894 (2023: £272,206) on behalf of entities under common control. The amounts owed from/ (to) entities under common control at the year end amounted to £660,100 (2023: £272,206). The amounts are included within debtors, are interest free and repayable on demand.
During the year the company entered into 0 (2023: 1) loan facility agreement with The Clayton Trust, an entity related through common control, for the amount of $0 (2023: $1,750,000). Drawn down balances accrue interest in line with HMRC's official rate for beneficial loan arrangements and are repayable 1 year after the date of the agreement. During the prior year the loans between the company and The Clayton Trust were novated to the new parent entity, Tenacious Holdings Limited, registered in Jersey. As at the year end date the company owed £Nil (2023: £Nil) to The Clayton Trust.
The company has taken advantage of the exemption within Section 33 of FRS 102 not to disclose transactions with wholly owned members of the group.

## 9 Controlling party

The immediate and ultimate parent company is Tenacious Holdings Limited, a Company incorporated in Jersey. The ultimate controlling parties are Michelle Wolfe and Barbara Patterson acting for The Clayton Trust of 19 Par-La-Ville Road, 1st Floor, Hamilton, Bermuda HM11.