Company registration number 14401456 (England and Wales)
NEPTUNE FUNDING LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
NEPTUNE FUNDING LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
NEPTUNE FUNDING LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
Current assets
Debtors falling due after more than one year
3
61,096,044
47,207,383
Debtors falling due within one year
3
47,502,300
1,614,418
Cash at bank and in hand
18,213,186
10,821,395
126,811,530
59,643,196
Creditors: amounts falling due within one year
4
(4,084,979)
(1,220,365)
Net current assets
122,726,551
58,422,831
Creditors: amounts falling due after more than one year
5
(124,128,688)
(59,653,431)
Net liabilities
(1,402,137)
(1,230,600)
Capital and reserves
Called up share capital
6
1
1
Profit and loss reserves
(1,402,138)
(1,230,601)
Total equity
(1,402,137)
(1,230,600)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 19 September 2025 and are signed on its behalf by:
Mr A Qayyum
Director
Company registration number 14401456 (England and Wales)
NEPTUNE FUNDING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 31 December 2023:
Balance at 6 October 2022
-
0
-
0
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
(1,230,601)
(1,230,601)
Issue of share capital
6
1
-
1
Balance at 31 December 2023
1
(1,230,601)
(1,230,600)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(171,537)
(171,537)
Balance at 31 December 2024
1
(1,402,138)
(1,402,137)
NEPTUNE FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Neptune Funding Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O TMF Group, 13th Floor, 1 Angel Court, London, United Kingdom, EC2R 7HJ.

1.1
Reporting period

The comparative period is for 3 months to 31 December 2023, therefore the amounts presented in the financial statements and notes are not entirely comparable. The current accounting year is for 12 months to 31 December 2024, which is the company's year end.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Prior period error

The financial statements include a prior period adjustment correcting a previous error in revenue recognition in respect of loan interest receivable:

- To include £216,295 to decrease interest income in the profit and loss and decrease the loan interest debtor in the balance sheet of the same amount.

1.4
Going concern

The company has made a loss of £171,537 for the year ended 31 December 2024 (“FY2024”) (FY2023: loss of £1,230,601) and has net liabilities as at the year end of £1,402,137 (FY2023: net liabilities of £1,230,600).

During the post balance sheet period the company completed a strategic review of the operating activities including preparation of a forecast for the period to 30 September 2026 to support the going concern position. This resulted in a portion of the loan book being sold at net book value, with a proportionate repayment to note h olders. This transaction resulted in nil profit or loss. See Note 7 to the financial statements.

The forecast takes in to consideration the portion of the loan book sold and also considers key assumptions including potential credit loss, changes in rates of inflation, geo-political influences and other macro-economic influences.

The forecast shows both profits being generated and positive cash flows in the period, and an overall positive retained earning position as at 30 September 2026.

On the basis of the above assessment, the directors have a reasonable expectation that the company will continue in operational existence for a period of at least twelve months from the date of approval of these financial statements and have adequate resources to continue to meet contractual obligations as they fall due. As such, the directors have concluded it is appropriate to prepare the financial statements on a going concern basis.

NEPTUNE FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.5
Turnover

Turnover represents interest receivable on loans advanced to customers. The turnover of the company is not subject to VAT.

Interest receivable is recognised at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period. The effective interest rate (EIR) is the rate that exactly discounts estimated future cash flows through the expected life, or contractual term if shorter, of the financial asset to the net carrying amount of the financial asset. When calculating the EIR, the company estimates cash flows considering all contractual terms of the financial instruments, but does not include an expectation for future credit losses.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

NEPTUNE FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loan notes that are classified as debt, are initially recognised at transaction price. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Other financial liabilities

Derivatives, including interest rate swaps, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable.

Current tax

Under the powers conferred by the Finance Act 2005, secondary legislation was enacted in 2006 which ensures that, subject to certain conditions being met, for periods commencing on or after 1 January 2007, corporation tax for a 'securitisation company' will be calculated by reference to the profit of the securitisation company required to be retained in accordance with the relevant capital market arrangement. For UK corporation tax purposes, the Company has been considered as a Securitisation Company under the Taxation of Securitisation Companies Regulations 2006 (SI 2006/3296) (“the 2006 Regulations)". Therefore, the Company is not required to pay corporation tax on its accounting profit or loss. Instead, the Company is required to pay tax on its retained profits as specified in the transaction documents and as defined by the 2006 Regulations. The retained profit for financial year ended 31 December 2024 is set at £1,000 under the terms of the securitisation documentation.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
-
0
-
0

The Company has no employees and services required are contracted from third parties. The directors earned no remuneration from the Company in respect of qualifying services rendered during the year (2023: £nil).

NEPTUNE FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
3
Debtors
2024
2023
Amounts falling due within one year:
£
£
Bridge loan interest receivable
5,479,970
1,599,533
Bridge loans receivable
42,009,969
-
0
Prepayments and accrued income
12,361
14,885
47,502,300
1,614,418
2024
2023
Amounts falling due after more than one year:
£
£
Bridge loans receivable
61,096,044
47,207,383
Total debtors
108,598,344
48,821,801
4
Creditors: amounts falling due within one year
2024
2023
£
£
Loan interest payable
3,097,985
1,021,794
Other creditors
986,994
198,571
4,084,979
1,220,365
5
Creditors: amounts falling due after more than one year
2024
2023
£
£
Loan notes
124,128,688
59,653,431

Loan notes are secured by way of fixed and floating charges over the assets of the company.

6
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
NEPTUNE FUNDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
7
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Ajay Yadav FCA, FCCA
Statutory Auditor:
Berkeley Finch Limited
Date of audit report:
19 September 2025
8
Events after the reporting date

On 22 August 2025, the company sold a approximately a third of its loan book at net book value. As a result of this transaction the loan note holders were repaid a commensurate amount in line with the note holders agreement. This transaction resulted in nil profit or loss.

9
Related party transactions

The Company is a special-purpose entity, managed by its Board of Directors, comprising the following directors: TMF Corporate Directors Limited, Joint Corporate Services Limited and Abdul Qayyum. The board had also comprised of the following director who resigned during the year: Nita Savjani.

During the financial year, no remuneration was paid or is payable at the year-end by the company to its directors (2023: nil). However, Joint Corporate Services Limited and TMF Corporate Directors Limited are subsidiaries of TMF Global Services and Nita Savjani who resigned on 2 May 2025 and Abdul Qayyum are employees of TMF Global Services (UK) Limited.

TMF Global Services (UK) Limited is also the parent company of TMF Trustee Limited, which provides trustee services to the transaction and is also the shareholder of the company. During the year, the company paid TMF Trustees Limited £nil (2023: £18,540), for trustee services. Additionally, the company paid £38,902 (£2023: £8,934) for accounting and administration services provided during the year.

10
Controlling party

TMF Trustee Limited is the registered shareholder of the issued share in the Company. The issued share is held in trust by TMF Trustee Limited. TMF Trustee Limited has appointed the board of directors to oversee the day-to-day activities of the Company. The Board has considered the issue as to who is the controlling party of the Company and determined that control over day-to-day activities rests with the Board. The company's registered address is on 13th Floor, One Angel Court, London, United Kingdom, EC2R 7HJ.

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