REGISTERED NUMBER: 07851252 (England and Wales)

MOUNTAIN BERG LIMITED

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

to

3

Report of the Directors

4

Report of the Independent Auditors

5

to

7

Income Statement

8

Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

to

23

DIRECTORS:

D P J Ross

N P Teagle

REGISTERED OFFICE:

10 St James's Place

London

SW1A 1NP

REGISTERED NUMBER:

07851252 (England and Wales)

SENIOR STATUTORY AUDITOR:

Alistair Main BFP FCA

INDEPENDENT AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

14 All Saints Street

Stamford

Lincolnshire

PE9 2PA

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The directors aim to present a balanced and comprehensive review of the business and performance during the year and its position at the year end. The review is consistent with the size and the nature of the company and is written in the context of the risks and uncertainties faced.

The company is a wholly owned subsidiary of Mountain Berg Holdings Limited (‘MBHL’).

Financial Performance

- Loss before tax: £17.7 million (£17.4 million loss in 2023)

- Revenue: £14.1 million (down from £15.6 million in 2023)

- Revenue includes profits from investments in private equity limited partnerships.

- Net assets: £108.8 million (decrease of £8.3 million from prior year)

Investment Strategy

- The company typically invests with a long-term horizon of 5 to 15 years, with some investments held longer.

- Investment decisions are made with a long-term economic and market outlook in mind.

DEVELOPMENT AND PERFORMANCE

The directors are satisfied with the overall investment performance of the company considering that markets remain challenging as higher interest rates persist impacting private equity fund valuations. The loss before tax includes £8.1m notional interest on loans from the shareholder. To date market valuations have improved in 2025 and interest rates have been reduced by Central Banks. The directors remain confident that the company is invested in high quality businesses that will gain significant value over the long term.

There have been no significant changes in the company’s activities in the period under review. The directors are not aware, at the date of this report, of any likely major changes in the company’s activities next year.

KEY PERFORMANCE INDICATORS (KPI's)

The company’s investments are varied and the directors continually review investment reports, management accounts and quarterly valuation reports.

The directors also monitor the performance of underlying investment KPI's on a quarterly basis. These KPIs include;

· Valuation compared to capital invested

· Valuation multiple to capital invested

· Absolute returns compared to total capital invested

· The multiple of absolute returns to capital invested

Given the nature of the investments, KPIs will only provide a limited understanding of the development performance or position of the company.

PRINCIPAL RISKS AND UNCERTAINTIES

The company’s activities expose it to several financial risks including the following.

Inflation

Inflation remains a key risk, despite stabilisation in 2024 and 2025. Ongoing geopolitical tensions, including the wars in Ukraine and the Middle East continue to pose upward pressure on inflation. Management mitigates the impact of inflation through its diversified portfolio and investment in sectors which perform well in an inflationary environment.

Interest rate risk

The company is exposed to interest rate risk arising from fluctuations in UK, European and US interest rates due to its investment and borrowing activities in these regions. This risk primarily affects the company through changes in borrowing costs. To manage this exposure, the company actively monitors economic conditions that could influence interest rates and maintains flexibility by utilising both fixed-rate and floating-rate borrowing facilities.

Foreign exchange risk

The company is exposed to foreign currency exchange rate risk through its investments denominated in US Dollars, British Pounds and Euros. It adopts a long-term investment strategy focused on building a diversified portfolio. Investment returns are typically reinvested in the same currency, reducing the need for currency conversion. To further mitigate exchange rate risk, the company may draw loans in the same currency as the investment and service those loans using returns generated in that currency.

Market price risk

The company is exposed to market risk arising from changes in market prices, including global listed equities, interest rates and foreign exchange rates, primarily through its investment activities. Indirect exposure to equity market risk arises from significant investments in externally managed private market funds, typically structured as private equity limited partnership interests, as well as from direct investments in quoted shares.

This is a long-term investment portfolio where risk is managed through appropriate diversification by geography, sector and investment vintage. External fund managers are responsible for the timing of new investments and exits, based on their assessment of prevailing market conditions. The company also manages its commitments to these external funds with reference to both recognised and forecast exposure levels.

Credit risk

Credit risk is the risk of financial loss to the company if a counterparty fails to meet its contractual obligations under a financial instrument. The company manages credit risk by entering into financial instruments only with reputable counterparties with established creditworthiness and by regularly monitoring investment performance.

The company’s statement of financial position includes receivables from third parties and intercompany balances with related parties, exposing it to credit risk. For third-party exposures, credit losses are recognised where applicable in accordance with Sections 11 and 12 of FRS 102. In relation to related party balances, the company adopts a long-term perspective, which is expected to mitigate associated credit risks.

Credit risk on cash, cash equivalents and short-term deposits is limited, as these are held with banks that have high credit ratings assigned by international credit-rating agencies. The company does not have any significant concentration of credit risk, with exposure distributed across a wide range of counterparties, other than intra-group balances.

Liquidity risk

The company’s treasury function actively manages liquidity risk to ensure that sufficient resources are available to meet operational requirements and to support future development initiatives.

As at the year-end, the company had access to a US$110,000,000 revolving credit facility with Credit Suisse, providing a flexible source of funding to meet short-term and strategic liquidity needs.

ON BEHALF OF THE BOARD:

N P Teagle - Director

30 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of making and holding investments.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

D P J Ross

N P Teagle

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

N P Teagle - Director

30 September 2025

Opinion

We have audited the financial statements of Mountain Berg Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, 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 company's affairs as at 31 December 2024 and of its loss 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 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.

Emphasis of matter

As discussed in note 2 to the financial statements, the financial statements include investments in Limited Partnerships valued at £152,808,830 (approximately 48% of total investment assets) as at 31 December 2024, whose fair value has been estimated by the investment fund's management in the absence of readily determinable fair values. Management's estimates are based on information provided by the General Partner of the Limited Partnerships. Our opinion is not modified with respect to this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with directors and other management obtained as part of the work required by auditing standards. We have also discussed with the directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit. The potential impact of different laws and regulations varies considerably.

Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls), and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as financing transactions, the valuation of investments and group loans, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of unusual material journal entries and challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods and data used by management to make those estimates, reperforming the calculation, reviewing the outcome of prior year estimates, and also reviewing the outcome of current year estimates since the financial reporting date.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Alistair Main BFP FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

14 All Saints Street

Stamford

Lincolnshire

PE9 2PA

30 September 2025

REVENUE

14,123,015

15,640,812

Cost of sales

18,003,382

22,557,743

GROSS LOSS

(3,880,367

)

(6,916,931

)

Administrative expenses

2,355,195

2,118,423

(6,235,562

)

(9,035,354

)

Other operating income

60,736

-

OPERATING LOSS

4

(6,174,826

)

(9,035,354

)

Exceptional costs

5

2,847,863

-

(9,022,689

)

(9,035,354

)

Interest receivable and similar income

6

3,744,907

1,940,412

(5,277,782

)

(7,094,942

)

Interest payable and similar expenses

7

12,441,290

10,337,341

LOSS BEFORE TAXATION

(17,719,072

)

(17,432,283

)

Tax on loss

8

(1,216,518

)

1,216,518

LOSS FOR THE FINANCIAL YEAR

(16,502,554

)

(18,648,801

)

LOSS FOR THE YEAR

(16,502,554

)

(18,648,801

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(16,502,554

)

(18,648,801

)

FIXED ASSETS

Investments

9

217,589,920

213,678,093

CURRENT ASSETS

Debtors

10

100,407,185

108,318,900

Cash at bank

3,153,780

2,294,954

103,560,965

110,613,854

CREDITORS

Amounts falling due within one year

11

62,651,493

70,484,157

NET CURRENT ASSETS

40,909,472

40,129,697

TOTAL ASSETS LESS CURRENT LIABILITIES

258,499,392

253,807,790

CREDITORS

Amounts falling due after more than one year

12

149,708,033

136,673,414

NET ASSETS

108,791,359

117,134,376

CAPITAL AND RESERVES

Called up share capital

16

2

2

Capital contribution

17

8,159,537

8,114,164

Retained earnings

17

100,631,820

109,020,210

SHAREHOLDERS' FUNDS

108,791,359

117,134,376

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

N P Teagle - Director

Called up

share

Retained

Capital

Total

capital

earnings

contribution

equity

£

£

£

£

Balance at 1 January 2023

2

121,270,358

6,398,653

127,669,013

Changes in equity

Total comprehensive income

-

(18,648,801

)

-

(18,648,801

)

Measurement differences upon

discounting loans at below

market rates of interest

-

-

8,114,164

8,114,164

Transfer

-

6,398,653

(6,398,653

)

-

Balance at 31 December 2023

2

109,020,210

8,114,164

117,134,376

Changes in equity

Total comprehensive income

-

(16,502,554

)

-

(16,502,554

)

Measurement differences upon

discounting loans at below

market rates of interest

-

-

8,159,537

8,159,537

Transfer

-

8,114,164

(8,114,164

)

-

Balance at 31 December 2024

2

100,631,820

8,159,537

108,791,359

1.	GENERAL INFORMATION

Mountain Berg Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The nature of the company's operations and principal activities are detailed in the Report of the Directors.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention as modified by the revaluation of certain assets.

Going concern

The company's ultimate controlling party has confirmed his intention to provide finance to enable the company to meet its debts as they fall due for a period of at least 12 months from the date of approval of the financial statements. For this reason the financial statements are prepared on the going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

The company is a subsidiary of Mountain Berg Holdings Limited. Consolidated financial statements of Mountain Berg Holdings Limited can be obtained from Companies House.

Preparation of consolidated financial statements

The financial statements contain information about Mountain Berg Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Mountain Berg Holdings Limited, 10 St James' Place, London, SW1A 1NP.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group that are consolidated into the group financial statements of Mountain Berg Holdings Limited..

Significant judgements and estimates

In the application of the company's accounting policies, management are required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The key sources of estimation uncertainty that have a significant effect on the financial statements are described below;

(i) Valuation of investments in limited partnerships

Investments in limited partnerships are stated at fair value, based on valuations determined by the General Partner in accordance with the International Private Equity and Venture Capital ("IPEV") guidelines. The limited partnerships invest in a portfolio of worldwide investments, including unquoted companies.

Factors considered when valuing unquoted companies include the current financial position, operating results and the market value of comparable publicly traded companies (discounted for illiquidity). The values assigned to portfolio investments are based on available information and do not necessarily represent the amounts that might ultimately be realised, since such amounts depend on further circumstances and cannot be determined until the investments are actually liquidated. The General Partner's objectives are to provide a solid and sustainable value assessment to give the Limited Partners of the partnership a balanced appreciation of fair value given the characteristics of portfolio companies.

(ii) Valuation and impairment of unlisted investments

The company makes investments in private unlisted companies which are stated at cost, less provision for impairment, where the directors do not consider that fair value can be measured reliably. When assessing impairment, management considers the financial performance of the underlying entity, their credit rating, historical performance and anticipated future earnings.

When a reliable fair value can be obtained, unlisted fixed asset investments are stated at fair value, which is estimated using an appropriate methodology. The directors review and consider the fair value arrived at by the investment adviser and manager before incorporating into the fair value of the investments held. The variety of valuation bases adopted, quality of management information provided and the lack of liquid markets for the investments mean that there are inherent difficulties in determining the fair value of these investments that cannot be eliminated. Therefore, the amounts realised on the sale of investments may differ from the fair values reflected in these financial statements and the differences may be significant.

(iii) Financing transactions

Amounts owed to related parties shown within creditors due after more than one year represent financing transactions, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Management have estimated the discount rate based on the group’s incremental borrowing rate. This is the rate the group would have to pay for a loan of a similar term, and with similar security, to obtain an asset of similar value and is considered by management to be the best estimate of an appropriate market rate.

Revenue

Revenue from investments is recognised in the period to which it relates for the profits on investments held within private equity limited partnerships. Commissions receivable are recognised when they are received. Gains on retranslation of investment assets not in Sterling are recognised within revenue in accordance with the foreign exchange policy.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into Sterling at the rates of exchange ruling at the Statement of Financial Position date. Transactions in foreign currencies are translated into Sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Interest receivable and payable

Interest amounts are accounted for on an accruals basis.

Investments

Fixed asset investments represent long term investments and are stated as follows:

Investments in subsidiary undertakings are measured at cost less provisions for impairment.

Unlisted fixed asset investments and 'other' investments are stated at cost less provision for impairment, where the directors do not consider that fair value can be measured reliably. When a reliable fair value can be obtained, unlisted fixed asset investments are stated at fair value, which is estimated using an appropriate methodology. Movements in fair value are taken to profit and loss in the year. Unlisted fixed asset investments at fair value through profit or loss are valued in accordance with International Private Equity and Venture Capital valuation guidelines ("IPEV"). When valuing the underlying investee companies the investment advisor and manager review information provided by the underling investee companies and apply IPEV methodologies to estimate a fair value as at the date of the Statement of Financial Position.

Listed fixed asset investments are stated at fair value, based on market value.

The company has also invested in private equity limited partnerships, and receives a share in the profits or losses of the funds in proportion to the amount of capital contributed by the investment partners. The value of the investment is stated at the company's share of partner equity, as reported in the financial statements of the investment partnership, including unrealised gains and losses, adjusted for exchange fluctuations. This is considered to be the fair value of the limited partnership investments. Movements in fair value are taken to profit and loss in the year.

Financial instruments

The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, 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.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price.

Such assets are subsequently carried at fair value and the changes in fair value are recognised in the income statement, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Basic financial liabilities, including trade and other creditors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was as follows:

2024

2023

Directors

2

2

2024

2023

£

£

Directors' remuneration

-

-

4.	OPERATING LOSS

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Auditors' remuneration

36,000

35,000

Foreign exchange differences - investments

1,389,428

6,388,493

Foreign exchange differences relate to fixed asset investments denominated in foreign currencies. The above losses have been recognised in cost of sales in the Income Statement for the period.

5.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional costs

(2,847,863

)

-

Exceptional costs relate to accrued interest and fees due from a subsidiary company that have been written down due to a post year end waiver. Further details are provided within the subsequent events note.

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£

£

Dividends receivable

1,990,991

448,837

Loan interest receivable

1,526,390

1,424,006

Foreign exchange gains on cash and loans

227,526

67,569

3,744,907

1,940,412

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank charges

260,063

247,641

Notional interest on loans at below market rates of interest

8,114,164

6,398,653

Loan interest

4,067,063

3,691,047

12,441,290

10,337,341

8.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

1,216,518

Adjustments for prior year

(1,216,518

)

-

Tax on loss

(1,216,518

)

1,216,518

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Loss before tax

(17,719,072

)

(17,432,283

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

(4,429,768

)

(4,096,587

)

Effects of:

Expenses not deductible for tax purposes

1,625,000

1,531,150

Income not taxable for tax purposes

(497,748

)

(105,477

)

Adjustments to tax charge in respect of previous periods

(1,216,518

)

-

Unrealised gains/(losses)

277,592

982,126

Capital gains/(losses)

2,840,149

3,455,150

Utilisation of losses and group relief

184,775

(549,844

)

Total tax (credit)/charge

(1,216,518

)

1,216,518

From 1 April 2023, the corporation tax rate increased to 25%. For the financial year ended 31 December 2023, the weighted averaged corporation tax rate was 23.5%.

9.	FIXED ASSET INVESTMENTS

2024

2023

£

£

Shares in group undertakings

30,434,438

25,283,479

Participating interests

10,938,889

9,622,069

Other investments not loans

174,941,710

177,372,533

Other loans

1,274,883

1,400,012

217,589,920

213,678,093

Additional information is as follows:

Shares in

group

Unlisted

Listed

Limited

undertakings

investments

investments

partnerships

Totals

£

£

£

£

£

COST OR VALUATION

At 1 January 2024

25,419,570

14,217,559

13,428,856

163,943,677

217,009,662

Additions

5,150,959

1,276,008

11,240,408

32,953,667

50,621,042

Disposals

-

(3,438,606

)

-

(38,029,649

)

(41,468,255

)

Revaluations

-

1,690,149

(2,536,384

)

-

(846,235

)

Impairments

-

-

-

(4,403,391

)

(4,403,391

)

Exchange differences

-

-

-

(1,655,474

)

(1,655,474

)

At 31 December 2024

30,570,529

13,745,110

22,132,880

152,808,830

219,257,349

PROVISIONS

At 1 January 2024

136,091

4,595,490

-

-

4,731,581

Provision for year

-

806,221

-

-

806,221

Eliminated on disposal

-

(2,595,490

)

-

-

(2,595,490

)

At 31 December 2024

136,091

2,806,221

-

-

2,942,312

NET BOOK VALUE

At 31 December 2024

30,434,438

10,938,889

22,132,880

152,808,830

216,315,037

At 31 December 2023

25,283,479

9,622,069

13,428,856

163,943,677

212,278,081

Cost or valuation at 31 December 2024 is represented by:

Shares in

group

Unlisted

Listed

Limited

undertakings

investments

investments

partnerships

Totals

£

£

£

£

£

Valuation in 2024

-

3,859,450

22,132,880

152,808,830

178,801,160

Cost

30,570,529

9,885,660

-

-

40,456,189

30,570,529

13,745,110

22,132,880

152,808,830

219,257,349

The market value of listed investments at the financial reporting date is considered to be £22,132,880 (2023 - £13,428,856).

The company has made investments in certain private equity investment limited partnerships. The company receives a share in the profits or losses of the funds in proportion to the amount of capital contributed by the investment partners.

Other loans

Other

loans

£

At 1 January 2024

1,400,012

New in year

86,515

Repayment in year

(211,644

)

At 31 December 2024

1,274,883