ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 09762299

PMB CAPITAL LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

PMB CAPITAL LTD

COMPANY INFORMATION

Directors	J Evans
	B von Buchwaldt
	R Briance
	K Mettenheimer


Registered number	09762299


Registered office	49 St. James's Street
	London
	SW1A 1JT


Independent auditors	Sumer Auditco Limited
	14th Floor
	33 Cavendish Square
	London
	W1G 0PW

PMB CAPITAL LTD

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditors' report	6 - 9
Consolidated statement of comprehensive income	10
Consolidated balance sheet	11 - 12
Company balance sheet	13 - 14
Consolidated statement of changes in equity	15
Company statement of changes in equity	16
Consolidated statement of cash flows	17 - 18
Consolidated analysis of net debt	18
Notes to the financial statements	19 - 40

PMB CAPITAL LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their strategic report for the year ended 31 December 2024.
PMB Capital Limited ("PMB") is a merchant banking firm dedicated to the provision of advice and capital to business owners. Our core advisory services are in corporate finance, M&A and capital raising. PMB also structures direct investments in private equity, advising on investments made by funds managed by its subsidiary PMB Invest GP I S.a.r.l., an AIFM registered and authorised in Luxembourg.
PMB operates from London and Luxembourg.

Business review

During the year the business generated £3.7m revenue. The revenue was predominantly generated from the completion of advisory transactions, retainer payments and management fees. PMB’s subsidiary, PMB Invest GP I S.a.r.l, is the General Partner to PMB Invest Fund I SCSp (the “Fund”), a private equity fund.
In Q1 2024, a transfer of control of the business was completed resulting in the appointment of new executive leadership in Joff Evans and Benno von Buchwaldt, who were both appointed to the board with one Director stepping down.
The business continued to incur exceptional costs, as shown in the Consolidated Statement of Comprehensive Income, relating to the events of the prior year. The FY24 accounts reflect this legacy through exceptional costs and within the balance sheet.
During the year, PMB worked with its accountants to continue the review of the balance sheet. The position at the end of this year is materially improved on the prior year, however the recovery process following the events of FY23 remains ongoing as reflected in the Company Balance Sheet within these statements.

Principal risks and uncertainties

The Board of Directors is responsible for the process of risk management throughout the Group and its trading subsidiaries, forming an opinion on the effectiveness of its processes of control and risk management. The Board actively monitors and manages risks, regularly reviewing strategic, financial and operational risks. Mitigating actions and associated assurance and reporting processes are identified for all 'high' and material risks, enabling the Board and its Directors to understand the context within which risks occur, and to identify areas for mitigation and increased organisation control.
The risk management process has identified certain key risks faced by the Group; which are summarised below. The risks identified do not necessarily comprise all the risks facing the Group, nor are they presented in any particular order of assessed impact or severity.
Dependence on Key Personnel:
Recruiting, developing and retaining key staff is key to the success of the PMB business. Two new employees were hired in the year, with one Director electing to step down from the Board and moving to a Senior Advisor role.
Exposure to Global Macroeconomic Events:
The majority of the revenues are generated in GBP, USD and EUR, while the vast majority of operating costs are in GBP. This exposes the Company to foreign exchange risks. The company considers and manages this exposure itself.
The advisory business is a project business and therefore subjected to global M&A and transaction sentiment, particularly across the UK, Europe and the US.

Page 1

PMB CAPITAL LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Brand and Reputation:
A potential material damage to the brand and reputation of the firm could impact the firm’s ability to win new clients as well as retaining existing ones.

Other developments during the year

No dividends were declared and distributed in the year (2023: £Nil).
In March 2024 PMB, alongside PMB Invest GP I S.a.r.l and PMB Invest Fund I SCSp entered into a settlement agreement to settle claims against the former director who left in February 2023.
Two new Senior Advisors were appointed in the year and, including the two independent members of the PMB Invest Investment Committee, we now have 15 Senior Advisors who actively assist the generation and execution of our assignments and investment opportunities.

Developments after year-end

The significant trade debtors position as at FY24 year-end related to a single, tranched, project. The fees for the remaining tranches of this project were received in Q1 and Q2 2025 respectively.
The year to date has seen the business successfully develop a significant probability assessed pipeline for transactions that are expected to complete in FY26.

Section 172 (1) Statement

This section describes how the Directors have had regard to the matters set out in section 172(1)(a) to (f) Companies Act 2006 in exercising their duty to promote the success of the Group for the benefit of its members as a whole. We consider the Groups major stakeholders to be our customers, employees, creditors, suppliers and shareholders.
Having regard to the likely consequences of any decision in the long term
The Directors remain mindful that their strategic decisions can have long term implications for the business and its stakeholders and these implications are carefully assessed. Every effort is made to align customer and supplier partnerships with the strategic objectives of the Group.
Having regard to the interests of the Group's employees
The Group's policy is to consult and discuss with employees the matters likely to affect their interests. Townhall meetings combined with regular feedback and consultation meetings ensure matters of concern to employees and information is given to all employees. The executive Directors are based in our London offices and regularly attend meetings with all levels of employees. The Directors consider that, taken together, these arrangements deliver an effective means of ensuring the Board stays alert to the views of the workforce.
Having regard to the need to foster the Group’s business relationships with suppliers, clients and others
The executive Directors and team provide weekly updates to the Board on their perceptions of client sentiment and the market view. The interests of clients are considered in all key decisions.
The Group has longstanding relationships with many of its suppliers and we work collaboratively to address any issues that arise. We are committed to ensuring that our supplier network complies with acceptable standards with regards to quality, social conditions and the environment.

Page 2

PMB CAPITAL LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Having regard to the impact of the Group’s operations on the community and the environment
The Directors are committed to continually making improvements in the business to take account of the need to preserve and protect the environment.
Having regard to the desirability of the Group maintaining a reputation for high standards of business conduct
The Directors recognise the importance of operating a strong corporate governance framework and are committed to conducting business in an ethical and transparent manner.
Having regard to the need to act fairly as between members of the Group
The Directors recognise their legal and regulatory duties and responsibilities and does not take any decisions or actions that would provide any shareholder or Company of shareholders with any unfair advantage or position compared to the shareholders as a whole.

This report was approved by the Board and signed on its behalf.

J Evans Director	B von Buchwaldt Director

Date: 30 September 2025

Page 3

PMB CAPITAL LTD

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' 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 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 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.

Results and dividends

The loss for the year, after taxation, amounted to £1,435,713 (2023 - loss £1,401,850).

No dividends were declared in the year (2023: £Nil).

Directors

The directors who served during the year were:

J Evans (appointed 21 May 2024)

B von Buchwaldt (appointed 21 May 2024)

R Briance

C Ladanyi (resigned 21 May 2024)

K Mettenheimer

Disclosure of information to auditors

Each of the persons who is a 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 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 4

PMB CAPITAL LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the Board and signed on its behalf.

J Evans Director	B von Buchwaldt Director

Date: 30 September 2025	Date: 30 September 2025

Page 5

PMB CAPITAL LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PMB CAPITAL LTD

Opinion

We have audited the financial statements of PMB Capital Ltd (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 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 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 6

PMB CAPITAL LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PMB CAPITAL LTD (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 4, 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 7

PMB CAPITAL LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PMB CAPITAL LTD (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:

In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:

∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;

∙the nature of the Group, including its management structure and control systems (including the opportunity for management to override such controls);

∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including the group’s remuneration and bonus policies and performance targets; and

∙the industry and environment in which it operates.

We also considered UK tax legislation, laws and regulations relating to employment, pension legislation and the preparation and presentation of the financial statements such as the Companies Act 2006.

Based on this understanding we identified the following matters as being of significance to the entity:

∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax legislation and pension legislation;

∙the timing and recognition of income;

∙compliance with legislation relating to UK employment law and GDPR;

∙management bias in selecting accounting policies and determining estimates;

∙use of journal entries;

∙manipulation of specific performance measures to meet remuneration targets;

∙recoverability of debtors;

∙completeness of trade and other payables; and

∙completeness and valuation of fixed asset investments.

We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how previously unrecognised fraud may occur in the entity, to all engagement team members.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of:

∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;

∙enquiries with the same concerning any actual or potential litigation or claims;

∙discussion with the same regarding known or suspected instances of non-compliance with laws and regulation and fraud;

Page 8

PMB CAPITAL LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PMB CAPITAL LTD (CONTINUED)

∙assessment of matters reported to management and the result of the subsequent investigation, including review of board minutes from the period;

∙obtaining an understanding of the relevant controls;

∙obtaining an understanding of the policies and controls over the recognition of income and assessing their implementation during the year;

∙review documentation relating to compliance with the regulations relating to GDPR;

∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to accruals;

∙identifying and testing journal entries, in particular any unusual journal entries and non-standard journal entries;

∙assessing the recovery of debtors, in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding;

∙assessing the completeness of material trade and other payables;

∙assessing the existence and valuation of fixed asset investments;

∙reviewing the financial statements for compliance with the relevant disclosure requirements;

∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances;

∙reviewing the correspondence with HMRC and other regulators; and

∙evaluating the underlying business reasons for any unusual transactions.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

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.

Rajiv Thakerar FCA (Senior statutory auditor)

for and on behalf of

Sumer Auditco Limited

Statutory Auditors

14th Floor

33 Cavendish Square

London

W1G 0PW

30 September 2025

Page 9

PMB CAPITAL LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

		As restated
	2024	2023
Note	£	£


Turnover	4	3,743,103	5,366,447
Cost of sales		(1,571,524)	(578,236)
Gross profit		2,171,579	4,788,211
Administrative expenses		(3,698,644)	(2,909,620)
Exceptional administrative expenses	13	38,431	(2,829,044)
Operating loss	5	(1,488,634)	(950,453)
Income from fixed assets investments	9	2,028	-
Amounts written off investments	15	(210,129)	(41,168)
Profit/(loss) on disposal of investments		-	(10,355)
Interest receivable and similar income	10	8,195	-
Interest payable and similar expenses	11	(121,492)	(188,249)
Loss before taxation		(1,810,032)	(1,190,225)
Tax on loss	12	374,319	(211,625)
Loss for the financial year		(1,435,713)	(1,401,850)

(Loss) for the year attributable to:
Owners of the parent Company		(1,435,713)	(1,401,850)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 19 to 40 form part of these financial statements.

Page 10

PMB CAPITAL LTD

REGISTERED NUMBER: 09762299

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		As restated
	2024	2023
Note	£	£

Fixed assets
Tangible assets	14		30,172		32,969
Investments	15		520,510		356,291
			550,682		389,260
Current assets
Debtors: amounts falling due after more than one year	16	189,255		367,777
Debtors: amounts falling due within 1 year	16	2,663,176		2,249,446
Cash at bank and in hand	17	414,497		582,957
		3,266,928		3,200,180
Creditors: amounts falling due within one year	18	(1,501,158)		(1,894,942)
Net current assets			1,765,770		1,305,238
Total assets less current liabilities			2,316,452		1,694,498
Creditors: amounts falling due after more than one year	19		(520,070)		-
Provisions for liabilities
Deferred taxation	22	(8,941)		(8,242)
Other provisions	23	(1,535,632)		-
			(1,544,573)		(8,242)
Net assets			251,809		1,686,256

Page 11

PMB CAPITAL LTD

REGISTERED NUMBER: 09762299

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

Capital and reserves
Called up share capital	24	3,916	2,650
Share premium account	25	1,779,002	1,779,002
Capital redemption reserve	25	24	24
Profit and loss account	25	(1,531,133)	(95,420)
		251,809	1,686,256

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

J Evans	B von Buchwaldt
Director	Director

Date: 30 September 2025	Date: 30 September 2025

The notes on pages 19 to 40 form part of these financial statements.

Page 12

PMB CAPITAL LTD

REGISTERED NUMBER: 09762299

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		As restated
	2024	2023
Note	£	£

Fixed assets
Tangible assets	14		30,172		32,969
Investments	15		362,829		42,836
			393,001		75,805
Current assets
Debtors: amounts falling due after more than one year	16	189,255		367,777
Debtors: amounts falling due within one year	16	1,015,273		2,249,446
Cash at bank and in hand	17	395,747		582,957
		1,600,275		3,200,180
Creditors: amounts falling due within one year	18	(1,299,897)		(2,031,998)
Net current assets			300,378		1,168,182
Total assets less current liabilities			693,379		1,243,987

Creditors: amounts falling due after more than one year	19		(520,070)		-
Provisions for liabilities
Deferred taxation	22	(8,941)		(8,242)
			(8,941)		(8,242)
Net assets			164,368		1,235,745

Page 13

PMB CAPITAL LTD

REGISTERED NUMBER: 09762299

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

Capital and reserves
Called up share capital	24	3,916	2,650
Share premium account	25	1,779,002	1,779,002
Capital redemption reserve	25	24	24
Profit and loss account	25	(1,618,574)	(545,931)
		164,368	1,235,745

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

J Evans	B von Buchwaldt
Director	Director

Date: 30 September 2025	Date:30 September 2025

The notes on pages 19 to 40 form part of these financial statements.

Page 14

PMB CAPITAL LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	2,650	1,779,002	24	1,306,430	3,088,106

Loss for the year	-	-	-	(1,401,850)	(1,401,850)

At 1 January 2024 (as previously stated)	2,650	1,779,002	24	(705,651)	1,076,025
Prior year adjustment	-	-	-	610,231	610,231
At 1 January 2024 (as restated)	2,650	1,779,002	24	(95,420)	1,686,256

Loss for the year	-	-	-	(1,435,713)	(1,435,713)
Contributions by and distributions to owners
Shares issued during the year	1,266	-	-	-	1,266
At 31 December 2024	3,916	1,779,002	24	(1,531,133)	251,809

The notes on pages 19 to 40 form part of these financial statements.

Page 15

PMB CAPITAL LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	2,650	1,779,002	24	153,199	1,934,875
Comprehensive income for the year
Loss for the year	-	-	-	(699,130)	(699,130)

At 1 January 2024 (as previously stated)	2,650	1,779,002	24	(1,156,162)	625,514
Prior year adjustment	-	-	-	610,231	610,231
At 1 January 2024 (as restated)	2,650	1,779,002	24	(545,931)	1,235,745

Loss for the year	-	-	-	(1,072,643)	(1,072,643)
Shares issued during the year	1,266	-	-	-	1,266
At 31 December 2024	3,916	1,779,002	24	(1,618,574)	164,368

The notes on pages 19 to 40 form part of these financial statements.

Page 16

PMB CAPITAL LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

				As restated
			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(1,435,713)	(1,401,850)
Adjustments for:
Depreciation of tangible assets	8,194	10,152
Impairments of fixed assets investments	210,129	41,168
Interest paid	121,492	188,249
Interest received	(8,195)	-
Taxation charge	-	210,918
(Increase)/decrease in debtors	(368,684)	1,757,002
(Increase)/decrease in amounts owed by groups	(33,963)	444,759
Increase/(decrease) in creditors	220,239	(413,486)
Increase in provisions	1,536,331	707
Corporation tax received/(paid)	122,876	(906,603)
Loss on disposal of fixed asset investments	-	10,355
Settlement receipt of shares	(374,348)	-
Dividends received	(2,028)	-
Net cash generated from operating activities	(3,670)	(58,629)

Cash flows from investing activities
Purchase of tangible fixed assets	(5,397)	(4,672)
Interest received	8,195	-
Dividends received	2,028	-
Net cash from investing activities	4,826	(4,672)
Cash flows from financing activities
Issue of ordinary shares	1,266	-
Other new loans	500,000	1,110,000
Repayment of other loans	(574,000)	(357,500)
Interest paid	(96,882)	(106,242)
Net cash used in financing activities	(169,616)	646,258
Net (decrease)/increase in cash and cash equivalents	(168,460)	582,957
Cash and cash equivalents at beginning of year	582,957	-
Cash and cash equivalents at the end of year	414,497	582,957

Page 17

PMB CAPITAL LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

			As restated
		2024	2023
		£	£

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	414,497	582,957
	414,497	582,957

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


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

Cash at bank and in hand	582,957	(168,460)	414,497
Debt due after 1 year	-	(520,070)	(520,070)
Debt due within 1 year	(967,430)	454,179	(513,251)
	(384,473)	(234,351)	(618,824)

The notes on pages 19 to 40 form part of these financial statements.

Page 18

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

PMB Capital Limited is a private company limited by shares and is incorporated in England and Wales. The company's registered office address is 49 St James's Street, London, SW1A 1JT.

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 judgement in applying the Group's accounting policies (see note 3).

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 and Statement of cash flows in these financial statements.

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.

2.3

Going concern

The financial statements have prepared the accounts on the going concern basis. The directors have considered the forecasts prepared for at least twelve months from the balance sheet date, and the directors consider it appropriate to prepare the accounts on a going concern basis. The business has successfully built a significant probability assessed pipeline of transactions, which are expected to close in FY26.

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.

Page 19

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation (continued)

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'.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue 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 revenue 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.

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.

Page 20

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

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.

2.9

Borrowing costs

All borrowing costs 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

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Page 21

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.13

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

				Fixtures and fittings	-	25%	reducing balance
				Office equipment	-	25%	reducing balance

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.

Impairment of tangible fixed assets

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).

2.14

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.

Page 22

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

2.16

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.

2.17

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.

2.18

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.

Page 23

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss.

2.20

Financial instruments

The Group 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 Group's Balance sheet when the Group 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Page 24

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

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.

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.

Basic financial liabilities

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

Page 25

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

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

In the process of applying its accounting policies, the Group is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available. These judgements, estimates and assumptions affect the amounts of revenues and expenses recognised during the reporting periods presented.

On an ongoing basis, the Group evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known.

The directors consider the following to be significant areas of judgment or key sources of estimation uncertainty:

Accruals

Estimation is required to determine the extent of various liabilities incurred during the year and still due at the year end.

Valuation of fixed asset investments

Judgment on behalf of the directors and estimates are required to determine the fair value of investments and as such, to what extent the carrying amount differs from that fair value.
Provisions
Estimation is required in regards to the timing of when cash outflows are likely to occur and determining the best estimate of the expenditure required to settle the obligation.

Page 26

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

M&A advisory fees	3,361,750	4,887,141
Investment advisor fees	381,353	479,306
	3,743,103	5,366,447

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	2,785,708	2,352,141
Rest of the world	957,395	3,014,306
	3,743,103	5,366,447

	Exchange differences	39,426	46,272
	Other operating lease rentals	294,553	274,492

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

24,000

26,500

Page 27

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

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


Wages and salaries	2,083,554	1,153,328	2,083,554	1,153,328
Social security costs	212,338	153,264	212,338	153,264
Cost of defined contribution scheme	12,128	17,001	12,128	17,001
	2,308,020	1,323,593	2,308,020	1,323,593

The average monthly number of employees, including the directors, during the year across both the Group and Company was 14 (2023: 12). Additionally, as at year end the Group and Company had 14 (2023: 12) further non salaried contractors and senior advisors assisting with Group operations.

8.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	379,132	191,725
Group contributions to defined contribution pension schemes	881	10,160
	380,013	201,885

	During the year retirement benefits were accruing to 1 director (2023 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £111,471 (2023 - £66,608).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £881 (2023 - £NIL).

9.	Income from investments
		2024	2023
		£	£

	Dividends received from unlisted investments	2,028	-

Page 28

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable
		2024	2023
		£	£

Other interest receivable

8,195

11.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	-	30
Other loan interest payable	120,520	150,063
Other interest payable	972	38,156
	121,492	188,249

Corporation tax
Current tax on profits for the year	-	210,918
Total current tax	-	210,918

Deferred tax
Origination and reversal of timing differences	(374,319)	707
Total deferred tax	(374,319)	707


		(374,319)	211,625

Page 29

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Loss on ordinary activities before tax

(1,810,032)

(1,190,225)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(452,508)	(279,703)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	63,291	492,049
Capital allowances for year in excess of depreciation	699	1,288
Utilisation of tax losses	-	(1,650)
Short-term timing difference leading to an increase (decrease) in taxation	375,018	-
Dividends from UK companies	(507)	-
Unrelieved tax losses carried forward	14,007	-
Other differences leading to an increase (decrease) in the tax charge	(374,319)	707
Marginal relief	-	(1,066)
Total tax charge for the year	(374,319)	211,625

Factors that may affect future tax charges

The Company has trading losses of £56,028 (2023: £Nil) available to offset against future taxable profits.

Amounts in relation to fraudulent activities and related professional fees	(192,191)	1,940,864
Share purchase plan write off	153,760	888,180
	(38,431)	2,829,044

Page 30

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group and Company

	Fixtures and fittings	Office equipment	Total
	£	£	£
Cost or valuation
At 1 January 2024	39,558	81,831	121,389
Additions	2,205	3,192	5,397
At 31 December 2024	41,763	85,023	126,786
Depreciation
At 1 January 2024	29,344	59,076	88,420
Charge for the year	2,640	5,554	8,194
At 31 December 2024	31,984	64,630	96,614
Net book value
At 31 December 2024	9,779	20,393	30,172
At 31 December 2023	10,214	22,755	32,969

Page 31

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Fixed asset investments
	Group

	Investments in subsidiary companies	Investments in associates	Other fixed asset investments	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	42,436	-	313,855	356,291
Additions	-	124,688	249,660	374,348
Revaluations	-	-	(200,456)	(200,456)
At 31 December 2024	42,436	124,688	363,059	530,183
Impairment
Charge for the period	9,673	-	-	9,673
At 31 December 2024	9,673	-	-	9,673
Net book value
At 31 December 2024	32,763	124,688	363,059	520,510
At 31 December 2023	42,436	-	313,855	356,291

Page 32

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Investments in associates	Other fixed asset investments	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	42,836	-	-	42,836
Additions	-	124,688	249,660	374,348
Revaluations	-	-	(44,682)	(44,682)
At 31 December 2024	42,836	124,688	204,978	372,502
Impairment
Charge for the period	9,673	-	-	9,673
At 31 December 2024	9,673	-	-	9,673
Net book value
At 31 December 2024	33,163	124,688	204,978	362,829
At 31 December 2023	42,836	-	-	42,836

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Holding

BLMS Capital Ltd	United Kingdom	100%
PMB Invest GP I S.a.r.l	Luxembourg	100%
PMB Capital GmbH	Germany	100%
PMB Invest MLP I S.a.r.l.	Luxembourg	100%

Page 33

PMB CAPITAL LTD

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)
	£	£

BLMS Capital Ltd	87,841	1,036,931
PMB Invest GP I S.a.r.l	137,518	35,952
PMB Capital GmbH	12,106	(4,463)
PMB Invest MLP I S.a.r.l.	(22,104)	850

For the year ending 31 December 2024, BLMS Capital Limited was entitled to exemption from audit under s479A of the Companies Act 2006 relating to subsidiaries. The parent company has given the guarantee to the subsidiary for the financial period.
For the year ended 31 December 2024, PMB Capital GmbH has been excluded from the consolidation on the grounds of being immaterial to the Group. PMB Invest GP I S.a.r.l and PMB Invest MLP I S.a.r.l have been excluded due to restrictions on the parent's ability to exercise its rights over the operations of these entities.

Page 34

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Other debtors	189,255	367,777	189,255	367,777

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

Due within one year
Trade debtors	1,695,472	68,263	88,609	68,263
Amounts owed by group undertakings	38,823	51,172	436,551	51,172
Other debtors	340,002	2,002,216	340,002	2,002,216
Prepayments and accrued income	213,861	127,795	150,111	127,795
Deferred taxation	366,077	-	-	-
	2,654,235	2,249,446	1,015,273	2,249,446

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

	Cash at bank and in hand	414,497	582,957	395,747	582,957

Page 35

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Other loans	140,123	575,900	140,123	575,900
Trade creditors	91,064	207,346	85,364	207,346
Amounts owed to group undertakings	-	-	-	246,835
Corporation tax	86,032	130,259	8,534	20,480
Other taxation and social security	49,318	61,282	49,318	61,282
Other creditors	412,909	459,176	412,909	459,176
Accruals and deferred income	721,712	460,979	603,649	460,979
	1,501,158	1,894,942	1,299,897	2,031,998

The following liabilities were secured:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£

Other loans

160,488

Details of security provided:

A prior year balance of £160,488 was secured by a fixed charge over various assets of PMB Capital Limited and a floating charge over the remainder of the Company's assets. The loan was also personally guaranteed by the directors of the company. The balance was repaid in its entirety and satisfied in March 2024.

19.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Other loans	520,070	-	520,070	-
	520,070	-	520,070	-

Page 36

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Amounts falling due within one year
Other loans	140,123	575,900	140,123	575,900
Amounts falling due 1-2 years
Other loans	520,070	-	520,070	-
	660,193	575,900	660,193	575,900

21.	Financial instruments
		Group	Group
		2024	2023
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	158,329	313,855

Financial assets measured at fair value through profit or loss comprise fixed asset investments held in unlisted Companies.
The fair value of the investments in unlisted Companies have been determined by using a share of net asset method. The valuations have been carried out in the year ended 31 December 2024 by internal CPA qualified members of the unlisted entities and the values are shown above.

Page 37

PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(8,242)
	Charged to profit or loss	374,319
	At end of year	366,077

	Company

		2024
		£

	At beginning of year	(8,242)
	Charged to profit or loss	(699)
	At end of year	(8,941)

The deferred taxation balance is made up as follows:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£

Accelerated capital allowances	(8,941)	(8,242)	(8,941)	(8,242)
Provisions	375,018	-	-	-
	366,077	(8,242)	(8,941)	(8,242)

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PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Provisions
	Group

		Commission provision
		£

	Charged to profit or loss	1,500,070
	Foreign exchange movement	35,562
	At 31 December 2024	1,535,632

The commission provision relates to the amounts payable to the founding partners of the Group upon successful completion and payment of the significant engagement with an external party.

Allotted, called up and fully paid

109,184 (2023 - 109,290) Ordinary A shares of £0.00366 each	399.61	400.00
199,962 (2023 - 73,358) Ordinary B shares of £0.01000 each	1,999.62	733.58
151,591 (2023 - 151,593) Ordinary C shares of £0.01000 each	1,515.91	1,515.93
99 (2023 - Nil) Ordinary D shares of £0.01000 each	0.99	-

	3,916.13	2,649.51

During the year 126,604 B shares (nominal value of £1,266) were allotted at par, and 99 D shares (nominal value of £1) were allotted at par.

25.

Reserves

Share premium account

The share premium account represents the amount paid for share capital above the nominal value.

Capital redemption reserve

The capital redemption reserve comprises amounts previously held as the nominal value of share capital.

Profit and loss account

The profit and loss account comprises the balance of profits accumulated over the life of the Group.

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PMB CAPITAL LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Prior year adjustment

The other debtors balance has been restated for balances deemed to be recoverable based on receipts received after 31 December 2023.
The overall impact of this is an increase in debtors of £610,231, and a corresponding increase in the opening profit and loss reserves.

27.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £12,128 (2023 - £10,841). Contributions totalling £2,125 (2023 - £1,404) were payable to the fund at the balance sheet date and are included in creditors.

28.	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
		£	£	£	£

Not later than 1 year	167,749	250,300	167,749	250,300
Later than 1 year and not later than 5 years	11,319	164,267	11,319	164,267
	179,068	414,567	179,068	414,567

29.	Related party transactions
	Included in Group and Company other creditors is a balance of £74,484 (2023: £225,462) due to directors. This balance attracts interest at a market rate. Also included in other creditors is a further balance of £119,249 (2023: £65,924) due to directors and a separate balance of £24,519 (2023: £42,400) due from directors. These further balances attract no interest.

30.	Controlling party

The Group has no ultimate controlling party.

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