Albacap Limited

	Page
Balance Sheet	1
Notes to the Financial Statements	2—3

Registered number: SC593509

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Investments	4		1,512,198		512,198

			1,512,198		512,198
CURRENT ASSETS
Cash at bank and in hand		61,222		-

		61,222		-
Creditors: Amounts Falling Due Within One Year	5	(1,736,128 )		(520,405 )

NET CURRENT ASSETS (LIABILITIES)			(1,674,906 )		(520,405 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(162,708 )		(8,207 )

NET LIABILITIES			(162,708 )		(8,207 )

CAPITAL AND RESERVES
Called up share capital	6		3		1
Profit and Loss Account			(162,711 )		(8,208 )

SHAREHOLDERS' FUNDS			(162,708)		(8,207)

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

Mr James McColl OBE

Director

29 September 2025

The notes on pages 2 to 3 form part of these financial statements.

1. General Information

Albacap Limited is a private company, limited by shares, incorporated in Scotland, registered number SC593509 . The registered office is 5 Redwood Crescent, Peel Park, East Kilbride, Glasgow, G74 5PA.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 2 (2023: 2)

4. Investments

	Unlisted
	£
Cost
As at 1 January 2024	512,198
Additions	2,250,000
Disposals	(1,250,000 )

As at 31 December 2024	1,512,198

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	1,512,198

As at 1 January 2024	512,198

Investments comprise unlisted investments in Albaco Limited (SC586124). The balance brought forward was £512,198 (2023: £nil) with additions during the year of £2,250,000 (2023: £nil) and disposals of £1,250,000 (2023: £nil), giving a closing balance of £1,512,198 (2023: £nil). The investments represent equity holdings in Albaco Limited, a banking company (SIC 64191) developing SME-focused banking services. The investments are held at cost as their fair value cannot be measured reliably. During 2024, certain investment disposals were matched against contemporaneous purchases of identical securities at the same value, reflecting the substance of arrangements where the company briefly held legal title during settlement periods rather than making investment decisions for its own account.

5. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	4,607	2,400
Other creditors	1,712,198	514,405
Accruals and deferred income	19,323	3,600

	1,736,128	520,405

Other creditors includes amounts owed to related parties totaling £677,996 (2023: £nil). This comprises £287,198 owed by the company to J A McColl, a director, and £500,000 owed to Albaco Ltd. These amounts are interest free and have no fixed repayment terms. See Related Party Transactions note for further details.

6. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	3	1

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Albacap Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

7. Post Balance Sheet Events

Investment in Albaco Ltd

The following non-adjusting events occurred after the balance sheet date of 31 December 2024, relating to Albacap Ltd's investment in Albaco Ltd. These events do not require adjustment to the financial statements but are disclosed in accordance with FRS 102 to provide a true and fair view of Albacap Ltd's financial position:

- On 29 January 2025, 1,275,510 B ordinary shares in Albaco Ltd were sold to Neviswave.

- On 29 January 2025, Albacap Ltd subscribed to an additional 5,102,041 B ordinary shares in Albaco Ltd.

- On 9 April 2025, 827,068 B ordinary shares in Albaco Ltd were forfeited and cancelled.

- On 12 May 2025, 750,000 B ordinary shares in Albaco Ltd were forfeited and cancelled.

- On 20 June 2025, 250,000 ordinary shares in Albaco Ltd were sold to Caledonian Holdings plc.

Financing

The following non-adjusting event occurred after the balance sheet date of 31 December 2024, relating to Albacap Ltd's financing activities. This event does not require adjustment to the financial statements but is disclosed in accordance with FRS 102 to provide a true and fair view of Albacap Ltd's financial position:

- In April 2025, Albacap Ltd received funds totalling £375,000 from Subscription Warranty Ltd as part of a Loan Note subscription. These funds are currently held in a liability suspense account pending finalisation of the related documentation.

- In July 2025, Albacap Ltd agreed an extension on the £300,000 Loan Notes from 1st July 2025 to 1st November 2025 with interest payable at the original coupon rate of 10%.

8. Related Party Transactions

Albaco Ltd

Company under common ownership

At the end of the year, the company owed £500,000 (2023 £nil) to Albaco Ltd. The loan is interest free and has no fixed payment terms.

J A McColl

Director

During the year, the company made payments of £225,000 (2023 £nil) to J A McColl, a director of the company. At the end of the year, the company owed £287,198 (2023 £nil) to the director. The loan is interest free, unsecured, and has no fixed repayment terms.

Clyde Blowers Ltd

J A McColl OBE controls both Albacap Limited and Clyde Blowers Limited, which are therefore related parties.

During the year ended 31 December 2024, the company advanced and wrote off a loan of £109,000 due from Clyde Blowers Limited which was considered irrecoverable. This has been charged to the profit and loss account as a bad debt. Amounts due from related parties at 31 December 2024: £nil (2023: £nil).

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