ACCOUNTS - Final Accounts preparation

Registered number: 12992836

KEYSTONE CAPITAL (JV SUBSIDIARY) LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

KEYSTONE CAPITAL (JV SUBSIDIARY) LIMITED

REGISTERED NUMBER: 12992836

BALANCE SHEET

AS AT 31 DECEMBER 2024

	2024	2024	2023	2023
Note	£	£	£	£

Fixed assets
Investments	5		2		2
			2		2

Creditors: amounts falling due within one year	6	(8,775,411)		(7,983,210)
Net current liabilities			(8,775,411)		(7,983,210)
Total assets less current liabilities			(8,775,409)		(7,983,208)

Net liabilities			(8,775,409)		(7,983,208)

Capital and reserves
Called up share capital	100	100
Profit and loss account	(8,775,509)	(7,983,308)
	(8,775,409)	(7,983,208)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

R A Stone

Director

Date: 25 September 2025

The notes on pages 2 to 6 form part of these financial statements.

Page 1

KEYSTONE CAPITAL (JV SUBSIDIARY) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Keystone Capital (JV Subsidiary) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, Millbank Tower, 21-24 Millbank, London, SW1P 4QP.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Going concern

The directors have prepared these financial statemnets on a going concern basis, not withstanding that at the balance sheet date the company's total liabilities exceeded its total assets by £8,775,409 (2023: £7,983,208). The validity of the going concern basis is dependent on the continued support of the company's parent undertaking, who has confirmed that it will continue to provide the company with financial support for the foreseeable future and for not less than 12 months from the date of approval of these financial statements. On this basis, the directors consider that it is appropriate for the financial statements to be prepared on the going concern basis.

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KEYSTONE CAPITAL (JV SUBSIDIARY) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

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 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'.

2.5

Borrowing costs

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

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.7

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.

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KEYSTONE CAPITAL (JV SUBSIDIARY) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Page 4

KEYSTONE CAPITAL (JV SUBSIDIARY) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Employees

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

	2024	2023
	No.	No.

Total	2	3

5.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	2
	At 31 December 2024	2

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KEYSTONE CAPITAL (JV SUBSIDIARY) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank overdrafts	2	-
Amounts owed to group undertakings	6,915,001	6,363,292
Other creditors	1,860,408	1,619,918
	8,775,411	7,983,210

Related party transactions

The disclosure requirement of Section 1A of FRS102 allows the company not to disclose transactions entered into between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned.
Included in creditors due within one year, is a balance of £1,790,228 (2023: £1,546,088) to a shareholder and director of the company as well as £6,655,498 (2023: £6,184,354) which is due to an intermediate parent company and £259,503 (2023 £178,938) which is due to a company under common control. Both loans are interest free and repayable on demand.

8.	Parent company

The immediate parent company is Keystone Capital Investments Limited and the ultimate parent company is Hightower Investment Corp. The registered address for Hightower Investment Corp is 2nd Floor, O'Nell Marketing Associates Building, P.O Box 3174, Wickham's Cay II, Road Town, Tortola, British Virgin Islands.

9.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 26 September 2025 by Christopher Taylor (Senior Statutory Auditor) on behalf of Adler Shine LLP.

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