REGISTERED NUMBER: 08945941 (England and Wales)

FOR

Page

Company Information  

1

Group Strategic Report  

2

Report of the Directors  

5

Report of the Independent Auditors  

7

Consolidated Statement of Income and Retained Earnings  

11

Consolidated Statement of Financial Position  

12

Company Statement of Financial Position  

13

Consolidated Statement of Cash Flows  

14

Notes to the Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

K D Gray

M M Heffernan

A Taraz

S T C Webber

C J Holdsworth

P Shearer

REGISTERED OFFICE:

C/O Thompson Taraz

4th Floor Stanhope House

47 Park Lane

London

W1K 1PR

REGISTERED NUMBER:

08945941 (England and Wales)

AUDITORS:

Menzies LLP

Chartered Accountants

Statutory Auditor

4th Floor, 95 Gresham Street

London

EC2V 7AB

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITIES AND BUSINESS REVIEW

Thompson Taraz is a provider of expert fund services, mainly to the real estate and private equity alternative investment funds sectors.

The Group has two Financial Conduct Authority authorised regulated entities, Thompson Taraz Depositary Limited and Thompson Taraz Managers Limited. These entities carry out the regulated depositary, custodian and fund manager roles respectively.

In addition, we undertake non-regulated fund administration and other work to provide enhanced and comprehensive fund services to the clients we engage with.

The MIFIDPRU disclosures as required by the Investment Firm Prudential Regime are available on the Thompson Taraz website at https://www.thompsontaraz.co.uk/policies/legal-and-regulatory-information/

The group's principal activity is the provision of expert fund services.

The directors are satisfied with the results for the year and the position at the year end and expect the business to continue to build on recent growth in the forthcoming year.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Due to the nature of the group's activities and business model the directors believe it carries low financial risks. Trade and other debtors are recognised and carried forward at invoiced amounts less provisions for any doubtful debts. Bad debts are written off when identified. Cash and cash equivalents are included in the statement of financial position at cost.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties faced by the group are operational risk (including legal and regulatory risk) and reputational risk.

Operational risk is managed and mitigated through the maintenance of appropriate systems, processes and controls, experienced staff, clear segregation and coverage of duties and clear lines of escalation appropriate to the size of the organisation, documentation of relevant procedures and appropriate staff training. Operational risk is further mitigated by professional indemnity insurance.

We manage credit risk by ensuring credit worthiness and reputation of clients and deposit institutions. Liquidity risk is mitigated by ongoing cash management and monitoring to ensure sufficient cash reserves are in place to meet actual and forecast liquidity requirements of the group.

Reputation risk is a principal risk to a business operating in the financial services sector. The company believes that reputation risk would arise because of a failure to manage the above other risks and always endeavours to act with integrity and the highest standards of interaction with clients, regulators and other stakeholders, and places the upmost importance on risk management throughout the organisation. This in ensured by close and consistent senior level involvement on all service delivery.

Whilst the group is not immune to the effects of a prolonged economic downturn, our business model is long-term, and our income is not heavily dependent on short term performance of the underlying markets.

FUTURE DEVELOPMENTS

The Group aims to build on its client base where it provides expert fund services acting as Manager, Depositary and Administrator. The directors believe it is well positioned for this task having built a superior reputation in this area. The success to date having been achieved by the assembly of a highly skilled and experienced team operating within robust corporate governance environment with strong internal controls in place and constantly under review for compliance and improvement.

FINANCIAL HIGHLIGHTS

2025

2024

£   

£   

Turnover

3,683,034

2,755,225

Profit Before Tax

1,093,277

345,900

Operating Margin %

30

13

Return on assets, profit before taxation as a % of net assets

59

24

Turnover has shown a significant rise on the prior year, increasing by 34% noting that half of this increase was due to exceptional income from an exited client mandate (as set out in note 4) and half through client growth year on year.

Following this marked improvement in turnover, operating margin increased year on year from 13% to 30% and even after allowing for the exceptional income, it reflects how previous investment in the business to support a scale up of operating systems and upskilling in Finance and IT has led to enhanced profits. Return on assets continues to be positively impacted by sustained levels of higher interest on cash deposits, resulting in an increase in profit before tax margins from 24% to 59% year on year. The business remains well capitalised to support this investment as part of its growth plans.

Directors' statement of compliance with duty to promote the success of the company

The directors have complied with the requirements of S172 of the Companies Act 2006.

This has been another year of business in a challenging environment. The Directors are working to foster good engagement in the rapidly changing more remote working environment. The Directors conduct business with suppliers, customers and other stakeholders in line with the Thompson Taraz framework of governance supported by a comprehensive range of documented policies, procedures and controls that are designed to ensure Thompson Taraz maintains the highest reputation for ethical behaviour and standards of conduct.

ON BEHALF OF THE BOARD:

K D Gray - Director

12 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

K D Gray

M M Heffernan

A Taraz

S T C Webber

Other changes in directors holding office are as follows:

C J Holdsworth - appointed 1 April 2024

P Shearer - appointed 1 November 2024

CHARITABLE DONATIONS

During the year under review the group made donations to charity amounting to £20,150 (2024: £22,469).

PRESENTATION CURRENCY

The functional and presentational currency is that of the pound sterling (£).

DISCLOSURE IN THE STRATEGIC REPORT

While the Group is entitled by the small companies exemption to not have to prepare the strategic report, the director's believe it beneficial to include the report to provide a business review and details of the principal risks and uncertainties that the Group faces.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors have 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 directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.  In preparing these financial statements, the directors are 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and

-they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

The auditor is deemed to have been re-appointed in accordance with section 489 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

K D Gray - Director

12 September 2025

Opinion

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 group 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.

Other Matters

The financial statements for the year ended 31 March 2024 were not audited. Accordingly, we do not express an opinion on those financial statements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' 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 group's and the parent 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 by the parent company, or returns adequate for our           audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or  - certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are 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 directors determine 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 directors are responsible for assessing the group's and the parent 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 directors either intend to liquidate the group or the parent company or to cease operations, or have 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

The group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

- Companies Act 2006

- UK Tax Legislation;

- UK Employment Law;

- Financial Reporting Standard 102; and

- General Data Protection Regulations.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify and issues in the area.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud.

- (Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process.

- Challenging assumptions and judgements made by management in its significant accounting estimates; and

- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

- Posting of unusual journals and complex transactions; or

- The use of management override of controls to manipulate results, or to cause the group to enter into transactions not in its best interests.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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.

Sarah Hallam FCCA (Senior Statutory Auditor)

for and on behalf of Menzies LLP

Chartered Accountants

Statutory Auditor

4th Floor, 95 Gresham Street

London

EC2V 7AB

12 September 2025

TURNOVER

4

3,683,034

2,755,225

Cost of sales

(232,940

)

(264,427

)

GROSS PROFIT

3,450,094

2,490,798

Administrative expenses

(2,752,003

)

(2,381,840

)

698,091

108,958

Interest receivable and similar income

6

395,186

236,942

PROFIT BEFORE TAXATION

7

1,093,277

345,900

Tax on profit

9

(280,305

)

(85,537

)

PROFIT FOR THE FINANCIAL YEAR

812,972

260,363

Retained earnings at beginning of year

1,378,092

1,304,779

Dividends

11

(391,459

)

(187,050

)

RETAINED EARNINGS FOR THE GROUP AT

END OF YEAR

1,799,605

1,378,092

Profit attributable to:

Owners of the parent

812,972

260,363

FIXED ASSETS

Intangible assets

12

140,793

137,391

Tangible assets

13

971

20,421

Investments

14

-

-

141,764

157,812

CURRENT ASSETS

Debtors

15

648,035

428,126

Cash and cash equivalents

1,813,790

1,408,929

2,461,825

1,837,055

CREDITORS

Amounts falling due within one year

16

(753,984

)

(566,775

)

NET CURRENT ASSETS

1,707,841

1,270,280

TOTAL ASSETS LESS CURRENT LIABILITIES

1,849,605

1,428,092

CAPITAL AND RESERVES

Called up share capital

17

50,000

50,000

Retained earnings

18

1,799,605

1,378,092

SHAREHOLDERS' FUNDS

1,849,605

1,428,092

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2025 and were signed on its behalf by:

K D Gray - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

20,264

20,264

20,264

20,264

CURRENT ASSETS

Debtors

15

17,539

17,539

Cash and cash equivalents

12,460

12,460

29,999

29,999

CREDITORS

Amounts falling due within one year

16

(263

)

(263

)

NET CURRENT ASSETS

29,736

29,736

TOTAL ASSETS LESS CURRENT LIABILITIES

50,000

50,000

CAPITAL AND RESERVES

Called up share capital

17

50,000

50,000

SHAREHOLDERS' FUNDS

50,000

50,000

Company's profit for the financial year

391,459

187,050

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2025 and were signed on its behalf by:

K D Gray - Director

Cash flows from operating activities

Cash generated from operations

1

534,875

564,558

Tax paid

(88,846

)

(52,714

)

Net cash from operating activities

446,029

511,844

Cash flows from investing activities

Purchase of intangible fixed assets

(43,645

)

(56,313

)

Purchase of tangible fixed assets

(1,250

)

-

Interest received

395,186

-

Net cash from investing activities

350,291

(56,313

)

Cash flows from financing activities

Equity dividends paid

(391,459

)

(187,050

)

Net cash from financing activities

(391,459

)

(187,050

)

Increase in cash and cash equivalents

404,861

268,481

Cash and cash equivalents at beginning of

year

2

1,408,929

1,140,448

Cash and cash equivalents at end of year

2

1,813,790

1,408,929

1.

RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2025

2024

(Unaudited)

£   

£   

Profit for the financial year

812,972

260,363

Depreciation charges

60,943

55,250

Underprovision of tax in prior year

(203

)

(159,085

)

Interest received

-

236,942

Finance income

(395,186

)

(236,942

)

Taxation

280,305

85,537

758,831

242,065

(Increase)/decrease in trade and other debtors

(219,909

)

224,122

(Decrease)/increase in trade and other creditors

(4,047

)

98,371

Cash generated from operations

534,875

564,558

2.

CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2025

31/3/25

1/4/24

£   

£   

Cash and cash equivalents

1,813,790

1,408,929

Year ended 31 March 2024

31/3/24

1/4/23

(Unaudited)

£   

£   

Cash and cash equivalents

1,408,929

1,140,448

3.

ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£   

£   

£   

Net cash