REGISTERED NUMBER: 13259976 (England and Wales)

RAVENSCROFT CAPITAL (UK) LIMITED

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Statement of Cash Flows

10

Notes to the Statement of Cash Flows

11

Notes to the Financial Statements

12

DIRECTOR:

Mr O Goad

REGISTERED OFFICE:

Suite C

153 St. Neots Road

Hardwick

Cambridge

CB23 7QJ

REGISTERED NUMBER:

13259976 (England and Wales)

AUDITORS:

PricewaterhouseCoopers CI LLP

PO Box 321, Royal Bank Place

1 Glategny Esplanade

St Peter Port

Guernsey

Channel Islands

GY1 4ND

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

Ravenscroft Capital (UK) Limited ("the Company") is a corporate broking and advisory services business operating in the United Kingdom.

The Company is a private company, incorporated in the United Kingdom on 11 March 2021 and acts as an Appointed Representative of Messels Limited, which is regulated by the Financial Conduct Authority ("FCA") operating in the United Kingdom.

As the Company qualifies under the small companies regime of The Companies Act 2006, the director has elected to take advantage of the exemption to present a strategic report.

On 5 December 2024, Oliver Goad purchased 70% of the issued share capital of the Company from Ravenscroft Holdings Limited ("RHL"). Following this purchase, Oliver Goad owned 100% of the issued share capital of the Company and from this date, the Company was no longer part of the Ravenscroft Group and became a standalone company.

REVIEW OF BUSINESS

The profit for the year, after taxation, amounted to £358,064 (2023 - £170,535 loss).

DIVIDENDS

The director did not propose or pay any dividends during the year (2023 - £Nil).

FUTURE DEVELOPMENTS

There are no future developments for the directors to disclose.

DIRECTORS

Mr O Goad has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mr C D Barling - resigned 5 December 2024

GOING CONCERN

The director believes that the Company will continue to trade over the next twelve months and the foreseeable future and therefore the Company is deemed to be a going concern. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

As permitted by the Articles of Association, the directors have the benefit of an indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the financial year and is currently in force. The Company also purchased and maintained throughout the financial year directors' and officers' liability insurance in respect of itself and its directors.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the directors' report and the financial statements, in accordance with applicable law.

Company law requires the director to prepare financial statements for each financial year. Under that law he has elected to prepare the financial statements in accordance with UK-adopted international accounting standards and The Companies Act 2006.

Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- state whether they have been prepared in accordance with UK-adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements; and

- use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The director is responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable him to ensure that the financial statements comply with The Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DISCLOSURE OF INFORMATION TO AUDITOR

The director 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's auditor is unaware, and

- the director has taken all the steps that ought to have been taken as a director in order to be aware of an y relevant audit information and to establish that the Company's auditor is aware of that information.

AUDITORS

It is anticipated that PricewaterhouseCoopers CI LLP will not be re-appointed as auditor following the audit of the 31 December 2024 financial statements. This anticipated transition arises following the change in ownership of the Company and the Company is not expected to require an audit next year due to its size and no longer being part of a group.

ON BEHALF OF THE BOARD:

Mr O Goad - Director

19 May 2025

Report on the audit of the financial statements

Opinion

In our opinion, Ravenscroft Capital (UK) Limited's financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit and cash flows for the year then ended;

- have been properly prepared in accordance with UK-adopted international accounting standards; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Audited Financial Statements (the "Annual Report"), which comprise: statement of financial position as at 31 December 2024; statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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 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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors' Report.

RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT

Responsibilities of the directors for the financial statements

As explained more fully in the Directors' Report, the director is responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The director is also responsible for such internal control as they 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Financial Conduct Authority, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate recognition of revenue. Audit procedures performed by the engagement team included:

- Reviewing minutes from board meetings and analysing the impact of any decisions made to the financial statements;

- Identifying and testing journal entries including material revenue transactions, and reviewing all journals for unusual combination postings;

- Discussing with key management and compliance personnel regarding regulatory compliance and interactions during the year; and

- Reviewing key correspondence and records required by the regulator for potential instances of non-compliance.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

- we have not obtained all the information and explanations we require for our audit; or

- adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

- certain disclosures of directors' remuneration specified by law are not made; or

- the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the director was not entitled to: take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.

Adrian Peacegood BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers CI LLP

PO Box 321, Royal Bank Place

1 Glategny Esplanade

St Peter Port

Guernsey

Channel Islands

GY1 4ND

19 May 2025

REVENUE

4

133,800

55,000

Cost of sales

20,000

-

GROSS PROFIT

113,800

55,000

Administrative expenses

208,778

225,535

OPERATING LOSS

6

(94,978

)

(170,535

)

Intercompany balances written

off on sale of Company

7

453,042

-

PROFIT/(LOSS) BEFORE TAXATION

358,064

(170,535

)

Tax on profit/(loss)

8

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

358,064

(170,535

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

358,064

(170,535

)

CURRENT ASSETS

Trade and other receivables

9

31,972

91,250

Current asset investments

10

58,800

-

Cash and cash equivalents

11

54,809

15,105

145,581

106,355

CURRENT LIABILITIES

Amounts falling due within one year

12

67,275

386,113

NET CURRENT ASSETS/(LIABILITIES)

78,306

(279,758

)

TOTAL ASSETS LESS CURRENT LIABILITIES

78,306

(279,758

)

CAPITAL AND RESERVES

Share capital

13

100

100

Share premium account

99,900

99,900

Retained earnings

(21,694

)

(379,758

)

SHAREHOLDERS' FUNDS

78,306

(279,758

)

The financial statements were approved by the director and authorised for issue on 19 May 2025 and were signed by:

Mr O Goad - Director

Share

Share

Retained

premium

Total

capital

earnings

account

equity

£

£

£

£

Balance at 1 January 2023

100

(209,223

)

99,900

(109,223

)

Changes in equity

Total comprehensive income

-

(170,535

)

-

(170,535

)

Balance at 31 December 2023

100

(379,758

)

99,900

(279,758

)

Changes in equity

Total comprehensive income

-

358,064

-

358,064

Balance at 31 December 2024

100

(21,694

)

99,900

78,306

Cash flows from operating activities

Cash generated from operations

1

98,504

15,105

Net cash from operating activities

98,504

15,105

Cash flows from financing activities

Increase in current asset investments

(58,800

)

-

Net cash from financing activities

(58,800

)

-

Increase in cash and cash equivalents

39,704

15,105

Cash and cash equivalents at beginning of year

2

15,105

-

Cash and cash equivalents at end of year

2

54,809

15,105

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Profit/(loss) before taxation

358,064

(170,535

)

Decrease in trade and other debtors

59,278

71,139

(Decrease)/increase in trade and other creditors

(318,838

)

114,501

Cash generated from operations

98,504

15,105

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 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

54,809

15,105

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

15,105

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash and cash equivalents

15,105

39,704

54,809

15,105

39,704

54,809

Liquid resources

Current asset investments

-

58,800

58,800

-

58,800

58,800

Total

15,105

98,504

113,609

1.	GENERAL INFORMATION

Ravenscroft Capital (UK) Limited is a corporate broking and advisory services business operating in the United Kingdom.

The Company is a private company, incorporated in the United Kingdom on 11 March 2021 and acts as an Appointed Representative of Messels Limited, which is regulated by the Financial Conduct Authority operating in the United Kingdom.

On 5 December 2024, Oliver Goad purchased 70% of the issued share capital of the Company from Ravenscroft Holdings Limited ("RHL"). Following this purchase, Oliver Goad owned 100% of the issued share capital of the Company and from this date, the Company was no longer part of the Ravenscroft Group and became a standalone company.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with UK-adopted international accounting standards and The Companies Act 2006.

Details of the Company's accounting policies, including changes during the year, are included in note 2. In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgements and estimates have been made in preparing the financial statements and their effects are disclosed in note 3.

Going concern

The director believes that the Company will continue to trade over the next twelve months and the foreseeable future and therefore the Company is deemed to be a going concern. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

New standards, amendments, IFRIC interpretations and new relevant disclosure requirements

There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2024 that have had a material impact on the Company.

Certain amendments to accounting standards have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Company. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Foreign currency translation

Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the company operates ('the functional currency'). The financial statements are presented in 'Pounds Sterling' (£), which is also the Company's functional currency.

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 the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue comprises corporate advisory fees, which are accounted for on an accruals basis, and deal broking fees accounted for at the trade date.

Cost of sales

Cost of sales comprises introducer commissions on corporate broking deals and are accounted for on an accruals basis.

Current and deferred taxation

The tax expense for the year comprises of current tax only. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholders' funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholders' funds, 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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the statement of financial position 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; and

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

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 reporting date.

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.

Pensions

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

The contributions are recognised as an expense in the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Trade and other receivables

The Company regularly reviews all outstanding balances and provides for amounts it considers irrecoverable. This is recognised as bad debts in the statement of comprehensive income.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets

The Company holds financial assets in the form of current asset investments, cash and cash equivalents

and trade and other receivables.

Current asset investments

Current asset investments are recognised and derecognised on the trade date when the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the time frame established by the market concerned, and are initially measured at fair value net of transaction costs, except for those financial assets classified as fair value which are described below.

Financial assets are classified into the following specified categories: financial assets as 'at fair value through profit or loss' ("FVTPL") and 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Financial assets at fair value through profit or loss

Financial assets are classified as FVTPL when the financial asset is either held for trading or it is designated as FVTPL. Trading investments pertain to investment securities and can comprise both long and short positions and are initially measured at fair value excluding transaction costs. Subsequently, and at each reporting date, these investments are measured at their fair values, with the resultant gains and losses arising from changes in fair value being taken to the statement of comprehensive income.

Financial assets are classified as financial assets at FVTPL where the Company acquires the instrument principally for the purpose of selling in the near term, the financial asset is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit taking, as well as all derivatives that are not designated and effective hedging instruments. Financial assets at FVTPL are stated at fair value, with any resulting gain or loss recognised in the statement of comprehensive income. The net gain or loss recognised in the statement of comprehensive income incorporates any dividend or interest earned on the financial asset.

Other financial assets

Cash and cash equivalents are measured at amortised cost, that being an asset that is held for collection of contractual cash flows, where those cash flows represent solely payments of interest. Interest income from these financial assets is included in finance income using the effective interest rate method.

Trade and other receivables are amounts due from customers for services performed in the ordinary course of business as well as amounts receivable from other Group entities. They are generally due for settlement within 30 and 90 days respectively and are therefore all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The Company holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.

IFRS 9 requires impairment based on expected credit losses. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. All receivables are short term in nature.

The Company assesses, at the end of each reporting period, whether there is objective evidence that a financial asset or a group of financial assets is impaired.

Derecognition of financial assets

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial liabilities and equity

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

Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Capital management

The Company acts as an Appointed Representative of Messels Limited, which is a FCA regulated entity. The only capital requirement on the Company is to remain solvent. As at 31 December 2024 and 31 December 2023, this requirement has been met.

3.	ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Impairment of trade receivables

The Company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. See note 9 for the net carrying amount of the receivables.

4.

REVENUE

The revenue and profit (2023 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of revenue by class of business is given below:

31.12.24

31.12.23

£

£

Corporate finance advice fees

55,000

55,000

Corporate finance deals fees

69,000

-

Other income

9,800

-

133,800

55,000

5.	EMPLOYEES AND DIRECTORS

Direct staff costs were as follows:

2024

2023

£

£

Salaries and bonuses

92,299

100,517

Social security costs

10,657

15,137

Pension and benefits costs

7,114

(189

)

Direct employee staff costs

110,070

115,465

The average monthly number of persons, including the directors, employed by the Company during the year was as follows:

2024

2023

No.

No.

Average number of employees

1

1

Directors remuneration

The highest paid director received remuneration of £92,299 (2023 - £100,517).

None of the directors who served during the year are entitled to any remuneration from the Company for acting in their capacity as a director.

Each director is entitled to reimbursement from the Company of all reasonable expenses (including travel and subsistence) incurred in relation to the Company's business.

6.	OPERATING LOSS

The operating loss is stated after charging:

31.12.24

31.12.23

£

£

Auditors' remuneration

11,859

11,565

7.	ADMINISTRATIVE EXPENSES

Administrative expenses

2024

2023

£

£

Audit fee

11,859

11,565

IT costs

18,662

16,009

Legal and professional costs

34,543

24,803

Personnel costs

134,965

158,928

Travel and entertaining

3,812

6,954

Other

4,937

7,276

Administrative expenses

208,778

225,535

Administrative expenses are made up by both direct costs and those recharged from other Ravenscroft Group entities. They have all been categorised by their nature to enhance understanding.

8.

TAXATION

2024

2023

£

£

Corporation tax

Current year corporation tax

-

-

Deferred tax

-

-

Total current tax charge

-

-

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax of 25% (2023 - 25%) as set out below:

2024

2023

£

£

Tax rate reconciliation

Profit/(loss) for the financial year

358,064

(170,535

)

Less: Intercompany balances written off on sale of Company

(453,042

)

(1,345

)

Loss on ordinary activities before tax

(94,978

)

(170,535

)

Loss on ordinary activities multiplied by standard rate of corporation

tax of 25% (2023 - 25%)

(23,744

)

(42,634

)

Effects of:

Expenses not deductible for tax purposes

-

2,415

Tax losses not utilised

23,744

40,219

Total tax charge for the year

-

-

The director has assessed the future cash flows of the Company for the tax losses in the year of £23,744 (2023 - £40,219) to determine if a deferred tax asset can be recognised. Forecast taxable profits do not meet the threshold to recognise a deferred tax asset and the current year tax losses have been surrendered for tax purposes.

9.	TRADE AND OTHER RECEIVABLES

31.12.24

31.12.23

£

£

Trade and other receivables

-

7,500

Amounts owed by group undertakings

-

70,000

Prepayments and accrued income

31,972

13,750

31,972

91,250

The amounts receivable from fellow subsidiaries are unsecured, interest free and repayable on demand. The directors consider that the carrying amount of trade and other receivables approximates their fair value.

10.	CURRENT ASSET INVESTMENTS

Current asset investments

2024

2023

£

£

Current asset investments

58,800

-

58,800

-

During the year, the Company received £69k of security holdings in Investacc (formerly known as Marwyn Acquisition Company II Limited) as compensation for the completion of a corporate broking deal. £20k of the fee was then payable to Ravenscroft Capital Limited as an introducer fee.

Unrealised gains of £9,800 have been recognised in the statement of comprehensive income for the gain in value of the shares as at 31 December 2024.

11.	CASH AND CASH EQUIVALENTS

2024

2023

£

£

Cash at bank and in hand

54,809

15,105

Cash and cash equivalents

54,809

15,105

12.	TRADE AND OTHER PAYABLES

31.12.24

31.12.23

£

£

Trade and other payables

67,275

23,502

Amounts owed to group undertakings

-

362,611

67,275

386,113

The amounts payable to fellow subsidiaries are unsecured, interest free and repayable on demand.

The directors consider that the carrying amount of trade and other payables approximates their fair value.

13.	SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

100

Ordinary A

1

100

100