REGISTERED NUMBER: 13583399 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

JURNI CAPITAL LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

S J Donald

D Fitzgerald

N J Fox

G R Jones

REGISTERED OFFICE:

Tamarisk House

North Leigh Business Park

North Leigh

Oxfordshire

OX29 6SW

REGISTERED NUMBER:

13583399 (England and Wales)

AUDITORS:

Jamesons Limited

Chartered Accountants and Statutory Auditors

Jamesons House

Compton Way

Witney

Oxfordshire

OX28 3AB

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY AND REVIEW OF BUSINESS

The principal activity of the group is that of a vehicle leasing broker. The group's principal trading name is Jurni Leasing.

Following the rebranding, and throughout 2024, the Group made significant investment into brand awareness with the successful launch of a new website, and numerous, targeted marketing campaigns.

Relationships with OEM's, Dealer Groups and funders have continued to grow and develop and these relationships are bringing both new and unique opportunities.

2024 was another challenging year for the industry. Cost of living continues to impact on consumer confidence, as does interest rate uncertainty The market has also seen volatility in residual values, especially with Electric Vehicles. However, availability of stock improved significantly which has helped to reduce vehicle delivery timescales, improving customer outcomes. In addition, the market saw the introduction of Commission Disclosure following the Court of Appeal decision to uphold the case of Hopcraft, Wrench and Johnson, ruling on motor finance commissions. This ruling was appealed to the Supreme Court with the case likely to be heard in Summer 2025. The group implemented new practices and procedures and fully supports Commission Disclosure enabling full transparency and better outcomes for both businesses and consumers, alike.

The group continues to be a market leader in the leasing of minibuses to the educational sector. The number of own book vehicles that can be sold at end of contact continues to grow. As a result ,the group is investing in a new sales site enabling these vehicles to be sold direct to end users without the need to utilize auction sites or other third parties. Ongoing, the group will continue to add to its 'own book fleet' which will increase the number of sales opportunities.

The group's turnover for the year ended 31 December 2024 was £49,635,793 (2023 - £35,696,325), an increase of 39%. The group's profit before tax and dividends for the year was £865,351 (2023 - £951,988). The group's profit before interest, amortisation, depreciation and investment adjustments for the year ended 31 December 2024 was £2,032,541 (2023 - £1,883,499).

In November 2024, Jurni acquired FIRE5 digital, a leading provider of digital solutions specializing in CRM automation and integrated websites. This strategic acquisition enables us to enhance our ability to deliver superior customer experiences backed by leading industry tools and technologies. In addition, we continue to invest in our team, training programs, office infrastructure, and computer hardware.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have assessed the key risk of the business to be the continued demand for new vehicles within the UK. Given the various income streams of the group other principle risks are considered to be:

- availability of funding

- availability of stock

- residual value risk, particularly Electric Vehicles

- financing cost risk

- interest rate risk

FINANCIAL KEY PERFORMANCE INDICATORS

Key Performance Indicators (KPI's) are used by the group to review the overall performance of the business. Monthly management accounts are produced and reviewed and are compared to budgeted figures across our various branches. These reviews allow us to take the appropriate actions when deemed necessary. The Senior Management Team meet monthly to review all areas of the business and report their findings to the Board of Directors.

KPI's are also used to monitor lead generation, sales orders and delivery targets.

ON BEHALF OF THE BOARD:

G R Jones - Director

30 September 2025

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

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £351,750.

DIRECTORS

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

S J Donald

D Fitzgerald

N J Fox

G R Jones

GOING CONCERN

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

AUDITORS

In accordance with the company's articles, a resolution proposing that Jamesons Limited be reappointed as auditor of the company will be put at a General Meeting.

ON BEHALF OF THE BOARD:

G R Jones - Director

30 September 2025

Opinion

We have audited the financial statements of Jurni Capital Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 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 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 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 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 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.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non - compliance with laws and regulations was as follows:

-

The engagement partner ensured that the engagement team collectively had appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulation;

-

We identified the laws and regulations applicable to the company through discussion with directors and informed management and from our commercial knowledge and experience of the industry;

-

We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including Companies Act 2006, taxation legislation, employment legislation and health and safety legislation;

-

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing documentation during the audit; and

-

Identified laws and regulations were communicated within the audit team and the team remained alert to instances of non-compliance during the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

-

Making enquires of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

Reviewed the financial statements and records to identify any unusual or unexpected relationships;

-

Tested journal entries to identify unusual transactions;

-

Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

Investigated the rationale behind any significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

Enquiring of management as to actual and potential litigation and claims;

-

Agreeing financial statement disclosures to underlying supporting documentation;

-

Reviewing correspondence with HMRC and other applicable sources.

There are inherent limitations in our audit procedures described above. The risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquire of the directors and informed management and the inspection of regulatory and legal correspondence if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation and there is therefore a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.

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.

Anita Lyon FCA FCCA (Senior Statutory Auditor)

for and on behalf of Jamesons Limited

Chartered Accountants and Statutory Auditors

Jamesons House

Compton Way

Witney

Oxfordshire

OX28 3AB

30 September 2025

TURNOVER

3

49,635,793

35,696,325

Cost of sales

38,637,932

26,561,575

GROSS PROFIT

10,997,861

9,134,750

Administrative expenses

9,877,483

7,893,147

OPERATING PROFIT

5

1,120,378

1,241,603

Interest receivable and similar income

2,364

3,122

1,122,742

1,244,725

Interest payable and similar expenses

6

257,391

292,737

PROFIT BEFORE TAXATION

865,351

951,988

Tax on profit

7

384,723

414,488

PROFIT FOR THE FINANCIAL YEAR

480,628

537,500

Profit attributable to:

Owners of the parent

153,520

462,844

Non-controlling interests

327,108

74,656

480,628

537,500

PROFIT FOR THE YEAR

480,628

537,500

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

480,628

537,500

Total comprehensive income attributable to:

Owners of the parent

153,520

462,843

Non-controlling interests

327,108

74,657

480,628

537,500

FIXED ASSETS

Intangible assets

10

6,720,302

7,071,410

Tangible assets

11

2,505,353

2,499,753

Investments

12

-

-

9,225,655

9,571,163

CURRENT ASSETS

Stocks

13

97,698

383,592

Debtors

14

4,053,283

2,891,206

Cash at bank and in hand

564,671

497,307

4,715,652

3,772,105

CREDITORS

Amounts falling due within one year

15

4,873,066

4,446,651

NET CURRENT LIABILITIES

(157,414

)

(674,546

)

TOTAL ASSETS LESS CURRENT LIABILITIES

9,068,241

8,896,617

CREDITORS

Amounts falling due after more than one year

16

1,949,928

1,673,753

NET ASSETS

7,118,313

7,222,864

CAPITAL AND RESERVES

Called up share capital

20

10,500

10,500

Share premium

21

8,320,764

8,320,764

Retained earnings

21

(1,265,682

)

(1,067,452

)

SHAREHOLDERS' FUNDS

7,065,582

7,263,812

NON-CONTROLLING INTERESTS

52,731

(40,948

)

TOTAL EQUITY

7,118,313

7,222,864

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:

G R Jones - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

8,330,764

8,330,764

8,330,764

8,330,764

CURRENT ASSETS

Debtors

14

77,332

502

CREDITORS

Amounts falling due within one year

15

1

1

NET CURRENT ASSETS

77,331

501

TOTAL ASSETS LESS CURRENT LIABILITIES

8,408,095

8,331,265

CAPITAL AND RESERVES

Called up share capital

20

10,500

10,500

Share premium

21

8,320,764

8,320,764

Retained earnings

21

76,831

1

SHAREHOLDERS' FUNDS

8,408,095

8,331,265

Company's profit for the financial year

428,580

146,000

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:

G R Jones - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

10,500

(1,384,296

)

8,320,764

Changes in equity

Dividends

-

(146,000

)

-

Total comprehensive income

-

462,844

-

Balance at 31 December 2023

10,500

(1,067,452

)

8,320,764

Changes in equity

Dividends

-

(351,750

)

-

Total comprehensive income

-

153,520

-

10,500

(1,265,682

)

8,320,764

Acquisition of non-controlling interest

-

-

-

Balance at 31 December 2024

10,500

(1,265,682

)

8,320,764

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

6,946,968

41,364

6,988,332

Changes in equity

Dividends

(146,000

)

(156,969

)

(302,969

)

Total comprehensive income

462,844

74,657

537,501

Balance at 31 December 2023

7,263,812

(40,948

)

7,222,864

Changes in equity

Dividends

(351,750

)

(359,690

)

(711,440

)

Total comprehensive income

153,520

327,108

480,628

7,065,582

(73,530

)

6,992,052

Acquisition of non-controlling interest

-

126,261

126,261

Balance at 31 December 2024

7,065,582

52,731

7,118,313

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

10,500

1

8,320,764

8,331,265

Changes in equity

Dividends

-

(146,000

)

-

(146,000

)

Total comprehensive income

-

146,000

-

146,000

Balance at 31 December 2023

10,500

1

8,320,764

8,331,265

Changes in equity

Dividends

-

(351,750

)

-

(351,750

)

Total comprehensive income

-

428,580

-

428,580

Balance at 31 December 2024

10,500

76,831

8,320,764

8,408,095

Cash flows from operating activities

Cash generated from operations

1

16,104

579,349

Interest paid

(82,306

)

(126,791

)

Interest element of hire purchase payments paid

(175,085

)

(165,946

)

Tax paid

1,047

(66,989

)

Net cash from operating activities

(240,240

)

219,623

Cash flows from investing activities

Purchase of intangible fixed assets

(281,382

)

(116,248

)

Purchase of tangible fixed assets

(2,162,879

)

(727,187

)

Sale of tangible fixed assets

3,519,522

2,582,555

Interest received

2,364

3,122

Net cash from investing activities

1,077,625

1,742,242

Cash flows from financing activities

Loan repayments in year

(28,975

)

(58,077

)

Capital repayments in year

(157,935

)

(1,327,044

)

Amount introduced by directors

1,413

-

Amount withdrawn by directors

-

(1,611

)

Equity dividends paid

(351,750

)

(146,000

)

Dividends paid to minority interests

(359,690

)

(156,969

)

Net cash from financing activities

(896,937

)

(1,689,701

)

(Decrease)/increase in cash and cash equivalents

(59,552

)

272,164

Cash and cash equivalents at beginning of year

2

381,831

109,667

Cash and cash equivalents at end of year

2

322,279

381,831

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

865,351

951,988

Depreciation charges

1,500,082

1,167,600

Profit on disposal of fixed assets

(2,101,437

)

(1,465,535

)

Finance costs

257,391

292,737

Finance income

(2,364

)

(3,122

)

519,023

943,668

Decrease in stocks

285,894

138,550

Increase in trade and other debtors

(1,303,858

)

(288,705

)

Increase/(decrease) in trade and other creditors

515,045

(214,164

)

Cash generated from operations

16,104

579,349

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

564,671

497,307

Bank overdrafts

(242,392

)

(115,476

)

322,279

381,831

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

497,307

427,575

Bank overdrafts

(115,476

)

(317,908

)

381,831

109,667

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

497,307

67,364

564,671

Bank overdrafts

(115,476

)

(126,916

)

(242,392

)

381,831

(59,552

)

322,279

Debt

Finance leases

(1,843,810

)

157,935

(1,685,875

)

Debts falling due within 1 year

(36,667

)

17,208

(19,459

)

Debts falling due after 1 year

(14,167

)

11,767

(2,400

)

(1,894,644

)

186,910

(1,707,734

)

Total

(1,512,813

)

127,358

(1,385,455

)

1.	STATUTORY INFORMATION

Jurni Capital 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 (£).

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 under the historical cost convention.

Going Concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Jurni Capital Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.