ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 03575908

ARMAJARO HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

ARMAJARO HOLDINGS LIMITED

COMPANY INFORMATION

Directors	A R B Ward
	A E B Ward
	M R P Ward


Registered number	03575908


Registered office	51-52 Frith Street
	London
	W1D 4SH


Independent auditors	Price Bailey LLP
	Chartered Accountants & Statutory Auditors
	Causeway House
	1 Dane Street
	Bishop's Stortford
	Hertfordshire
	CM23 3BT

ARMAJARO HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10
Company Balance Sheet	11
Consolidated Statement of Changes in Equity	12 - 13
Company Statement of Changes in Equity	14 - 15
Consolidated Statement of Cash Flows	16
Consolidated Analysis of Net Debt	17
Notes to the Financial Statements	18 - 37

ARMAJARO HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The group's principal activities during the year were the trading of soft commodities and related derivative products and the development of its South African farming and hospitality businesses.
The board comprises of family members only.
The group's objective is the preservation and long-term growth of shareholder capital. To that end the company has invested further in its South African business and opened restaurants at its Vrymansfontein estate.
The group undertook to demerge a substantial portion of its investment activities during the period under a scheme of reconstruction and as such now focuses on its agricultural farming, trading and related hospitality and has kept a very small portion of investments in 3rd party run funds.

Business review

Commodity Trading
The year ended 31st December 2024 was another good year for the commodity trading business despite some challenging liquidity periods on the markets and sharply heightened volatility.
The style of trading had adapted to take these market conditions into account and considerable additional funds have been required to allow for increased margin calls in order to trade at comparative levels.
Non-Agricultural Investments
The group has divested almost all start-up businesses and has just £2 million of capital tied up in predominately third-party hedge funds.
Agricultural Investments
The group continues to build on its farming strategy of almonds and wine in its South African estates and has set about reorganizing these businesses with Max Ward now taking over responsibility from the beginning of January 2025 of all South African business after his successful development of its hospitality business.
We expect this new appointment, with his razor focus, to bring this business to profitability over the next five years.

Page 1

ARMAJARO HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The group operates in highly competitive markets and continues to offer sharp pricing and value added services.
Liquidity risk
The group always keeps a minimum of 18 months of overheads in cash. The group keeps a central treasury and has detailed cash flow updated regularly.
Counterparty risk
This is controlled by close relationships with its trading partners and market intelligence.
Foreign exchange risk
Sizable sums are hedged on the forward FX markets and all assets are reported in sterling at year’s end. Most agricultural assets tend to have global values, so overtime currency movements are offset by underlying asset value change.

Financial key performance indicators

Commodities are based under third party valuations. The board considers the performance of competitors to see if improvements should be attainable at the same risk.
The South African business has its own KPI’s for timely assessment and considers political risks as well as exemplified but last year's energy crisis and has now invested in SOLAR to ensure more independence of supply.
S172 Duty
The board confirms that it is aware of its obligations under the act and is fully compliant with it as well as encouraging all employees to remember these principles.
Future Developments
The board envisages no change on its future business plan.

This report was approved by the board on 8 July 2025 and signed on its behalf.

A R B Ward

Director

Page 2

ARMAJARO HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.
Directors
The directors who served during the year were:

A R B Ward
A E B Ward
M R P Ward
Results and dividends
The profit for the year, after taxation, amounted to 10,521 thousand (2023 - £20,302 thousand).
The Directors do not recommend a final dividend.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group will continue in business.

The directors are 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 the Group and to 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

ARMAJARO HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditors, Price Bailey LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 8 July 2025 and signed on its behalf.

A R B Ward

Director

Page 4

ARMAJARO HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARMAJARO HOLDINGS LIMITED

Opinion

We have audited the financial statements of Armajaro Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 or 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.

Page 5

ARMAJARO HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARMAJARO HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report 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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 3, 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 is 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.

Page 6

ARMAJARO HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARMAJARO HOLDINGS LIMITED (CONTINUED)

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 an Auditors' Report 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 Group 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the group and he industry in which they operate and considered the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations. This included those regulations directly related to the financial statements, including financial reporting, tax legislation and distributable profits and industry regulations including GDPR, employment law and health and safety.
We communicated the identified laws and regulations with the audit team and remained alert to any indications
of non-compliance throughout the audit. We carried out specific procedures to address the risks identified.
These included the following:
• Enquiry of management around actual and potential litigation and claims;
• Reviewing minutes of meetings;
• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
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 Auditors' Report.

Page 7

ARMAJARO HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARMAJARO HOLDINGS LIMITED (CONTINUED)

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 an Auditors' Report 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.

Richard Vass (Senior Statutory Auditor)

for and on behalf of

Price Bailey LLP

Chartered Accountants

Statutory Auditors

Causeway House

1 Dane Street

Bishop's Stortford

Hertfordshire

CM23 3BT

8 July 2025

Page 8

ARMAJARO HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£000	£000


Turnover	3	23,715	53,781
Cost of sales		(1,531)	(11,355)
Gross profit		22,184	42,426
Administrative expenses		(7,780)	(13,294)
Other operating income		270	155
Operating profit	4	14,674	29,287
Income from fixed assets investments		-	40
Profit/(loss) on disposal of investments/amounts written off		-	23
Interest receivable and similar income	8	900	529
Interest payable and similar expenses	9	(308)	(274)
Profit before taxation		15,266	29,605
Tax on profit	10	(4,745)	(9,303)
Profit for the financial year		10,521	20,302


Other comprehensive income	724	(700)
Total comprehensive income for the year	11,245	19,602

Profit for the year attributable to:
Owners of the parent Company		10,521	20,302

Total comprehensive income for the year attributable to:
Owners of the parent Company		11,245	19,602

The notes on pages 18 to 37 form part of these financial statements.

Page 9

ARMAJARO HOLDINGS LIMITED

REGISTERED NUMBER: 03575908

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000

Fixed assets
Tangible assets	12		20,125		18,587
Investments	13		2,018		23,683
			22,143		42,270
Current assets
Stocks	14	1,022		1,093
Debtors: amounts falling due within one year	15	17,293		20,980
Current asset investments	16	2,119		1,791
Cash at bank and in hand	17	6,464		3,400
		26,898		27,264
Creditors: amounts falling due within one year	18	(6,862)		(8,250)
Net current assets			20,036		19,014

Net assets			42,179		61,284

Capital and reserves
Called up share capital	20	1,508	1,508
Share premium account	21	9,900	9,900
Foreign exchange reserve	21	(416)	(1,140)
Profit and loss account	21	29,815	48,895
Equity attributable to owners of the parent Company		40,807	59,163
Non-controlling interests		1,372	2,121
		42,179	61,284

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 July 2025.

A R B Ward

Director

The notes on pages 18 to 37 form part of these financial statements.

Page 10

ARMAJARO HOLDINGS LIMITED

REGISTERED NUMBER: 03575908

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000

Fixed assets
Tangible assets	12		132		115
Investments	13		34,057		50,708
			34,189		50,823
Current assets
Debtors: amounts falling due within one year	15	14,865		18,778
Current asset investments	16	2,119		1,791
Cash at bank and in hand	17	6,046		2,139
		23,030		22,708
Creditors: amounts falling due within one year	18	(6,591)		(7,975)
Net current assets			16,439		14,733


Net assets			50,628		65,556

Capital and reserves
Called up share capital	20	1,508	1,508
Share premium account	21	9,900	9,900
Profit and loss account		39,220	54,148
		50,628	65,556

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 July 2025.

A R B Ward

Director

The notes on pages 18 to 37 form part of these financial statements.

Page 11


		ARMAJARO HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£000	£000	£000	£000	£000	£000	£000
At 1 January 2024	1,508	9,900	(1,140)	48,895	59,163	2,121	61,284
Comprehensive income for the year
Profit for the year	-	-	-	10,521	10,521	-	10,521
Foreign exchange translation	-	-	724	-	724	-	724
Total comprehensive income for the year	-	-	724	10,521	11,245	-	11,245
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(29,601)	(29,601)	-	(29,601)
Withdrawals of capital	-	-	-	-	-	(749)	(749)
At 31 December 2024	1,508	9,900	(416)	29,815	40,807	1,372	42,179

The notes on pages 18 to 37 form part of these financial statements.

Page 12


		ARMAJARO HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£000	£000	£000	£000	£000	£000	£000
At 1 January 2023	1,508	9,900	(440)	41,471	52,439	2,121	54,560
Comprehensive income for the year
Profit for the year	-	-	-	20,302	20,302	-	20,302
Foreign exchange translation	-	-	(700)	-	(700)	-	(700)
Total comprehensive income for the year	-	-	(700)	20,302	19,602	-	19,602
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(12,878)	(12,878)	-	(12,878)
At 31 December 2023	1,508	9,900	(1,140)	48,895	59,163	2,121	61,284

The notes on pages 18 to 37 form part of these financial statements.

Page 13

ARMAJARO HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 January 2024	1,508	9,900	54,148	65,556
Comprehensive income for the year
Profit for the year	-	-	14,673	14,673
Total comprehensive income for the year	-	-	14,673	14,673
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(29,601)	(29,601)
At 31 December 2024	1,508	9,900	39,220	50,628

The notes on pages 18 to 37 form part of these financial statements.

Page 14

ARMAJARO HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 January 2023	1,508	9,900	44,369	55,777
Comprehensive income for the year
Profit for the year	-	-	22,657	22,657
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(12,878)	(12,878)
At 31 December 2023	1,508	9,900	54,148	65,556

The notes on pages 18 to 37 form part of these financial statements.

Page 15

ARMAJARO HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£000	£000

Cash flows from operating activities
Profit for the financial year	10,521	20,302
Adjustments for:
Depreciation of tangible assets	1,238	429
Impairments of fixed assets	-	7,785
Interest paid	308	274
Interest received	(900)	(529)
Taxation charge	4,745	9,303
Decrease/(increase) in stocks	71	(155)
Decrease/(increase) in debtors	3,687	(8,407)
(Decrease)/increase in creditors	(114)	3,700
Corporation tax (paid)	(6,019)	(10,604)
Income from investments	-	(40)
(Profit)/Loss on disposal of investments	(562)	926
Net cash generated from operating activities	12,975	22,984

Cash flows from investing activities
Purchase of tangible fixed assets	(2,776)	(2,636)
Purchase of unlisted and other investments	(3,675)	(8,365)
Sale of unlisted and other investments	1,501	-
Purchase of short-term unlisted investments	(328)	(353)
Interest received	900	529
Net cash from investing activities	(4,378)	(10,825)
Cash flows from financing activities
Dividends paid	(5,200)	(12,878)
Interest paid	(308)	(274)
Members' capital repaid	(749)	-
Net cash used in financing activities	(6,257)	(13,152)
Net increase/(decrease) in cash and cash equivalents	2,340	(993)
Cash and cash equivalents at beginning of year	3,400	4,310
Foreign exchange gains and losses	724	83
Cash and cash equivalents at the end of year	6,464	3,400

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	6,464	3,400

Page 16

ARMAJARO HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£000	£000	£000

Cash at bank and in hand	3,400	3,064	6,464
Debt due within 1 year	(4)	-	(4)
Derivatives	12,211	(2,278)	9,933
	15,607	786	16,393

The notes on pages 18 to 37 form part of these financial statements.

Page 17

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Armajaro Holdings Limited is a private company limited by shares. The Company is incorporated in England and Wales. The registered office is 51-52 Frith Street London, W1D 4SH. Its registered number is 03575908.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
Exemptions for qualifying entities under FRS 102
FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of and no objection to, the use of exemptions by the Company’s shareholders.
The Company has taken advantage of the exemption from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the Company’s cash flows.
The Group has taken the exemption under FRS 102 (Section 33.1A) not to disclose transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

Page 18

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

The Directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the forseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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. Non-monetary 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 Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 19

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of turnover can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of turnover can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Derivatives
Turnover from derivative financial instruments including commodities futures is recognised on a margin accounting basis if contracts close before contract maturity, or on a gross basis if contracts are fulfilled.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 20

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Borrowing costs

All borrowing coss are recognised in profit or loss in the year in which they are incurred.

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 21

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Freehold property	-	no depreciation applied
Plant and machinery	-	3 - 27 years
Motor vehicles	-	3 - 5 years
Fixtures and fittings	-	3 years
Other fixed assets	-	15% reducing balance/4 years straight line
Computer equipment	-	2 - 3 years
Works of Art	-	no depreciation applied

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Investments in wine stock, included in current asset investments, are measured at the lower of cost and net realisable value.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a specific identification measurement basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 22

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.18

Financial instruments

Debt instruments (other than those wholly repayable or receivable within one year), including loans
and other accounts receivable and payable, are initially measured at present value of the future cash
flows and subsequently at amortised cost using the effective interest method. Debt instruments that
are payable or receivable within one year, typically trade debtors and creditors, are measured, initially
and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid
or received. However, if the arrangements of a short-term instrument constitute a financing
transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an
out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially
at the present value of future cash flows discounted at a market rate of interest for a similar debt
instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the
case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
• at fair value with changes recognised in the Consolidated Statement of Comprehensive Income if
the shares are publicly traded or their fair value can otherwise be measured reliably;
• at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each
reporting period for objective evidence of impairment. If objective evidence of impairment is found, an
impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference
etween an asset's carrying amount and the present value of estimated cash flows discounted at the
asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate
or measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the
difference between an asset's carrying amount and best estimate of the recoverable amount, which is
an approximation of the amount that the Group would receive for the asset if it were to be sold at the
balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when
there is an 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.

Page 23

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Derivatives, including commodity futures, 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 turnover. The company does not currently apply hedge accounting for commodity future derivatives.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Turnover

Analysis of turnover by country of destination:

					2024	2023
					£000	£000

United Kingdom	21,313	52,123
Rest of the world	2,402	1,658
	23,715	53,781

Turnover arising in the United Kingdom comprises commodity brokerage of £20,981k (2023 - £51,547k); investment advisory fees of £300k (2023 - £300k) and yacht charter fees of £32k (2023 - £116k). The commodity brokerage represents the changes in fair value in financial assets and liabilities measured at fair value through profit or loss (derivatives).
Turnover arising outside the United Kingdom relates to sales of wine and other agricultural products.

Exchange differences	701	810
Other operating lease rentals	114	106
Depreciation of fixed assets	1,238	605

Page 24

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	40	39
Fees payable to the Company's auditors in respect of:
Taxation compliance services	140	110

6.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£000	£000	£000	£000


Wages and salaries	1,869	1,796	1,329	1,330
Social security costs	195	147	195	147
Cost of defined contribution scheme	13	8	13	8
	2,077	1,951	1,537	1,485

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	167	102	8	7

Page 25

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Directors' remuneration
		2024	2023
		£000	£000

Directors' emoluments	1,000	796
Group contributions to defined contribution pension schemes	13	7
	1,013	803

	During the year retirement benefits were accruing to 1 Director (2023 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £308 thousand (2023 - £307 thousand).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

8.	Interest receivable
		2024	2023
		£000	£000

Other interest receivable

900

529

9.	Interest payable and similar expenses
		2024	2023
		£000	£000

Other interest payable

308

274

Page 26

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	4,950	9,304
Adjustments in respect of previous periods	(205)	(1)
	4,745	9,303

Total current tax	4,745	9,303

	Deferred tax
	Total deferred tax	-	-


	Tax on profit	4,745	9,303

Profit on ordinary activities before tax

15,266

29,605

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	3,817	6,963
Effects of:
Non-tax deductible amortisation of goodwill and impairment	-	2,259
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	86	153
Capital allowances for year in excess of depreciation	136	(10)
NTLR debits/(credits)	-	(59)
Qualifying donations	-	16
Adjustments to tax charge in respect of prior periods	(205)	(1)
Property income distributions	-	(8)
Exempt AGBH distributions	-	(10)
Unrelieved loss on LLP subsidiaries	305	-
Unrelieved loss on foreign subsidiaries	557	-
Other differences leading to an increase (decrease) in the tax charge	49	-
Total tax charge for the year	4,745	9,303

Page 27

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.	Parent company profit for the year

Page 28


		ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

	12.	Tangible fixed assets
		Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Other Fixed Assets	Computer equipment	Total
	£000	£000	£000	£000	£000	£000	£000
Cost or valuation
At 1 January 2024	7,126	3,748	817	463	8,092	205	20,451
Additions	1,311	1,861	118	200	-	(2)	3,488
Exchange adjustments	(25)	(92)	(7)	(4)	-	(1)	(129)
At 31 December 2024	8,412	5,517	928	659	8,092	202	23,810
Depreciation
At 1 January 2024	-	776	552	91	313	132	1,864
Charge for the year on owned assets	-	446	113	43	1,207	29	1,838
Exchange adjustments	-	(9)	(5)	(2)	-	(1)	(17)
At 31 December 2024	-	1,213	660	132	1,520	160	3,685
Net book value
At 31 December 2024	8,412	4,304	268	527	6,572	42	20,125
At 31 December 2023	7,126	2,972	265	372	7,779	73	18,587

Page 29

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Tangible fixed assets (continued)

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£000	£000

	Freehold	8,412	7,126

	Company

	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£000	£000	£000	£000	£000
Cost or valuation
At 1 January 2024	8	113	127	100	348
Additions	-	-	17	-	17
At 31 December 2024	8	113	144	100	365
Depreciation
At 1 January 2024	8	113	12	100	233
At 31 December 2024	8	113	12	100	233
Net book value
At 31 December 2024	-	-	132	-	132
At 31 December 2023	-	-	115	-	115

Page 30

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments
	Group

		Other fixed asset investments
		£000
	Cost or valuation
	At 1 January 2024	30,934
	Additions	3,208
	Disposals	(472)
	Transfers out via dividend in specie	(29,604)
	At 31 December 2024	4,066
	Impairment
	At 1 January 2024	7,251
	Transfers out via dividend in specie	(5,203)
	At 31 December 2024	2,048
	Net book value
	At 31 December 2024	2,018
	At 31 December 2023	23,683

During the year, investments with a net book value of £24,401 thousand were transferred out of the group, via dividend in specie, to Armajaro Future Limited.

Page 31

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Loans to subsidiaries	Other fixed asset investments	Total
	£000	£000	£000	£000
Cost or valuation
At 1 January 2024	17,767	9,258	30,934	57,959
Additions	-	5,014	3,208	8,222
Disposals	-	-	(472)	(472)
Transfers out via dividend in specie	-	-	(29,604)	(29,604)
At 31 December 2024	17,767	14,272	4,066	36,105
Impairment
At 1 January 2024	-	-	7,251	7,251
Transfers out via dividend in specie	-	-	(5,203)	(5,203)
At 31 December 2024	-	-	2,048	2,048
Net book value
At 31 December 2024	17,767	14,272	2,018	34,057
At 31 December 2023	17,767	9,258	23,683	50,708

During the year, investments with a net book value of £24,401 thousand were transferred out of the group, via dividend in specie, to Armajaro Future Limited.

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Armajaro Estates (Pty) Limited (South Africa)	South Africa	Wine farming and growing and harvesting of almonds	Ordinary	100%
Armajaro Limited	United Kingdom	Dormant	Ordinary	100%
Armajaro (USA) Inc	United States	Dormant	Ordinary	100%
Babiana LLP	United Kingdom	Yacht rentals	N/A.	72%
Armajaro Clean Energy Limited	United Kingdom	Dormant	Ordinary	100%

Armajaro Limited and Babiana LLP have not been audited as individual entities as Armajaro Holdings Limited has guaranteed their liabilities with Section 479A of the Companies Act 2006.

Page 32

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£000	£000

Armajaro Estates (Pty) Limited (South Africa)	5,251	(2,229)
Armajaro Limited	(51)	-
Armajaro (USA) Inc	76	-
Babiana LLP	4,750	(1,970)
Armajaro Clean Energy Limited	7	-

14.	Stocks
		Group	Group
		2024	2023
		£000	£000

	Raw materials and consumables	1,022	1,093

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 33

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£000	£000	£000	£000


Trade debtors	75	54	53	36
Amounts owed by group undertakings	-	-	8	1,220
Other debtors	1,141	816	90	149
Prepayments and accrued income	1,434	2,807	71	70
Financial instruments held for trading	14,643	17,303	14,643	17,303
	17,293	20,980	14,865	18,778

16.	Current asset investments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

	Wine stock	2,119	1,791	2,119	1,791

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

	Cash at bank and in hand	6,464	3,400	6,046	2,139

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

Trade creditors	56	77	45	37
Amounts owed to group undertakings	-	-	21	21
Corporation tax	1,215	2,489	1,215	2,489
Other taxation and social security	238	34	238	34
Other creditors	299	220	18	14
Accruals and deferred income	344	338	344	288
Financial instruments	4,710	5,092	4,710	5,092
	6,862	8,250	6,591	7,975

Page 34

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

Financial assets
Financial assets measured at fair value through profit or loss	14,643	17,303	14,643	17,303
Financial assets held at amortised cost	9,673	30,992	8,195	31,109
	24,316	48,295	22,838	48,412

Financial liabilities
Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio	4,710	5,092	4,710	5,092
Financial liabilities held at amortised cost	699	635	428	360
	5,409	5,727	5,138	5,452

	Financial assets and liabilities measured at fair value through profit or loss comprise derivative financial instruments and represent fair value gains on futures commodity contracts. The commodity futures relate to cocoa, expire within one year and are settled net in cash. They meet the definition of financial instruments in accordance with FRS 102.12.5 because they can be settled net in cash.
	Financial assets that are debt instruments measured at amortised cost comprise cash, investments in subsidiaries and unlisted companies, trade and other debtors. Financial liabilities measured at amortised cost comprise loans, amounts owed to group companies, trade and other creditors and accruals and deferred income.
	The following information provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable: - Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; - Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and - Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Derivative financial instruments are recognised as Level 1 and fair value is determined according to quoted market price. The Group has no other financial assets or liabilities measured at fair value. Amounts in respect of change in fair value are recognised in turnover as noted in note 3, as net profit on commodity brokerage.

Page 35

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

16,575,000 (2023 - 16,575,000) 16,575,000 'A' ordinary shares of $0.10 each	1,257,000	1,257,000
3,315,000 (2023 - 3,315,000) 3,315,000 'E' ordinary shares of $0.10 each	251,000	251,000
1 (2023 - £NIL) 'G' ordinary share of £1.00	1	-

	1,508,001	1,508,000

On 4 July 2024, one new 'G' ordinary share was issued at its nominal value of £1. This has been allotted and fully paid.

21.

Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the
issuing of shares are deducted from share premium.

Foreign exchange reserve

Represents accumulated foreign exchange differences arising from consolidation of wholly owned foreign subsidiaries during the period and prior periods.

Profit and loss account

The profit and loss reserve represents accumulated comprehensive income of the year and prior periods
less any dividends paid.

22.	Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the company in an independently administered fund. The pension cost charge
represents contributions payable by the company to the fund and amounted to £13,000 (2023 - £8,000).
Amounts of £3,000 (2023 - £9,000) were payable to the fund at the balance sheet date and are included in other creditors.

23.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

	Not later than 1 year	64	64	64	64
	Later than 1 year and not later than 5 years	16	80	16	80

Page 36

ARMAJARO HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Related party transactions
	The Group has taken the exemption under FRS 102 (Section 33.1A) not to disclose transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

		Emoluments	Dividends	Balances
		£000	£000	£000

	2024 - Transactions with key management personnel	1,013	2,200	2
	2023 - Transactions with key management personnel	803	12,878	(4)

Armajaro Holdings Ltd has intercompany balances relating to transactions with Babiana LLP, a majority-owned subsidiary. As at the year end, there was a debtors balance of £317,000 (2023: £1,212,000), relating to an intercompany loan made during the year.

25.	Controlling party

Mr A Ward is the ultimate controlling party.

Page 37