Company registration number 10870130 (England and Wales)
BLUE WATER CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
BLUE WATER CAPITAL LIMITED
COMPANY INFORMATION
Director
H Porter
Secretary
C Ferguson
Company number
10870130
Registered office
53 Calthorpe Road
Edgbaston
Birmingham
West Midlands
B15 1TH
Auditor
CK Audit
No 4 Castle Court 2
Castlegate Way
Dudley
West Midlands
DY1 4RH
Business address
53 Calthorpe Road
Edgbaston
Birmingham
West Midlands
B15 1TH
BLUE WATER CAPITAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 25
BLUE WATER CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 1 -

The director presents the strategic report for the year ended 31 July 2025.

Review of the business

Bluewater Capital (“BWC”) is authorised and regulated by the Financial Conduct Authority (FCA FRN 789335). With a strong bias for versatility, BWC delivers bespoke financial services specifically in high yield, credit and alternative investments.

As an agile financial services firm, BWC meets all the regulatory and compliance requirements to ensure the highest levels of integrity and confidence, whilst remaining innovative and sophisticated in its service delivery. BWC specialises in structuring transactions and the provision of resources, infrastructure and proprietary technology to access the growing liquidity within private markets as well as traditional capital markets. Since what is initially prescribed by the client will nearly always differ from what is actually required, we ensure that our clients have all the global means and global markets at their disposal to access the financial resources they require.

BWC has actively focused on attracting new business throughout the year.

Principal risks and uncertainties

No Suspicious Transactions Report has been submitted in the reporting period.

No AML or CFT breaches reported.

Staff have all undertaken a compliance training session.

Financial Risk

Client Money accounts are monitored and reconciled on a daily basis.

Accounts are prepared in accordance with regulatory requirements.

Reputational Risk

BWC always undertakes full due diligence and considers any reputational risk before undertaking any new business or engagements.

Development and performance

BWC continues to focus on a digital campaign to generate new leads through the use of LinkedIn, Google Ads, website development and a marketing Agency.

BWC has continued to develop out the LYGO platform to further enhance its deal management and regulatory reporting capabilities.

BLUE WATER CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 2 -
Key performance indicators

The key performance indicators (KPIs) of the company are sales, gross profit margin and profit before tax and were as follows :

| 202 5 | 2024
Turnover | £1,284,523 | £1,158,818
Gross profit margin | 82.2% | 83.9%
Profit before tax | £315,905 | £19,501

The directors are content with both the relevance of the KPIs which were set for the reporting period and the performance against these KPIs. All indicators were within tolerances set by management.

Non financial key performance indicators

Staff retention

- Staff levels have been maintained throughout the year.

Client complaints

- BWC has received no client complaints in regards to its services or regulatory obligations.

Section 172(1) statement

BWC has a long term strategy, investing for the future and securing new and repeat business from a loyal client base and long term business partners. BWC works with a number of local businesses as partners and also as clients, helping to support the local community and economy. BWC has a low environmental impact, similar to many small financial institutions. BWC has strict governance as an FCA regulated firm and holds itself to the highest standards of compliance.

BWC creates an open environment work place where all members of staff can voice their opinions. Staff also have the option to work from home and can employ flexible working hours to create a balanced lifestyle and ensure that the business is well serviced by engaged individuals.

The Director of the company is also the sole shareholder at present so there are no issues surrounding communication or alignment of business strategy.

On behalf of the board

H Porter
Director
2 October 2025
BLUE WATER CAPITAL LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 3 -

The director presents his annual report and financial statements for the year ended 31 July 2025.

Principal activities

The principal activity of the company continued to be that of venture and development capital.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

H Porter
Auditor

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

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
H Porter
Director
2 October 2025
BLUE WATER CAPITAL LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JULY 2025
- 4 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

BLUE WATER CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUE WATER CAPITAL LIMITED
- 5 -
Opinion

We have audited the financial statements of Blue Water Capital Limited (the 'company') for the year ended 31 July 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 July 2025 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

BLUE WATER CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUE WATER CAPITAL LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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

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

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

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

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identified and assessed the risks of material misstatement of the financial statements, in respect of irregularities whether due to fraud or error, or non-compliance with laws and regulations and then designed and performed audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company by discussion and enquiry with the dire ctor and our general knowledge and experience of the financial services 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 the Companies Act 2006 (and specific accounting disclosures), taxation legislation, data protection, and handling of client money.

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing correspondence with relevant regulators and reviewing board minutes.

BLUE WATER CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUE WATER CAPITAL LIMITED (CONTINUED)
- 7 -
Audit response to risks identified

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed included but were not limited to:

- Discussions with directors and management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- Confirming our understanding of controls by performing a walk through test or observation and enquiry;

- Performing analytical procedures to identify any unusual or unexpected relationships;

- C hallenging assumptions and judgements made by management in its significant accounting estimates;

- Identifying and testing journal entries;

- Reviewing unusual or unexpected transactions; and

- Agreeing the financial statement disclosures to underlying supporting documentation.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's 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.

Frances Clapham (Senior Statutory Auditor)
For and on behalf of CK Audit, Statutory Auditor
Chartered Accountants
No 4 Castle Court 2
Castlegate Way
Dudley
West Midlands
DY1 4RH
2 October 2025
BLUE WATER CAPITAL LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JULY 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
1,284,523
1,158,819
Cost of sales
(228,570)
(186,636)
Gross profit
1,055,953
972,183
Administrative expenses
(618,650)
(705,626)
Operating profit
4
437,303
266,557
Interest receivable and similar income
8
10,282
6,030
Interest payable and similar expenses
9
(26,859)
(36,238)
Amounts written off investments
10
105
(216,847)
Gains / (losses) on disposal of investments
10
(104,926)
-
Profit before taxation
315,905
19,502
Tax on profit
11
(116,856)
(92,774)
Profit/(loss) for the financial year
199,049
(73,272)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 13 to 25 form part of these financial statements.

BLUE WATER CAPITAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2025
- 9 -
2025
2024
£
£
Profit/(loss) for the year
199,049
(73,272)
Other comprehensive income
-
-
Total comprehensive income for the year
199,049
(73,272)

The notes on pages 13 to 25 form part of these financial statements.

BLUE WATER CAPITAL LIMITED
BALANCE SHEET
AS AT
31 JULY 2025
31 July 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
105,576
145,934
Investment property
13
866,715
698,480
Investments
14
10,411
174,876
982,702
1,019,290
Current assets
Debtors
16
293,693
77,714
Cash at bank and in hand
653,793
458,554
947,486
536,268
Creditors: amounts falling due within one year
17
(530,352)
(303,486)
Net current assets
417,134
232,782
Total assets less current liabilities
1,399,836
1,252,072
Creditors: amounts falling due after more than one year
18
(343,008)
(390,974)
Provisions for liabilities
Deferred tax liability
21
7,580
10,899
(7,580)
(10,899)
Net assets
1,049,248
850,199
Capital and reserves
Called up share capital
24
125,000
125,000
Profit and loss reserves
924,248
725,199
Total equity
1,049,248
850,199

The notes on pages 13 to 25 form part of these financial statements.

The financial statements were approved and signed by the director and authorised for issue on 2 October 2025
H Porter
Director
Company registration number 10870130 (England and Wales)
BLUE WATER CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 August 2023
125,000
798,471
923,471
Year ended 31 July 2024:
Loss and total comprehensive income
-
(73,272)
(73,272)
Balance at 31 July 2024
125,000
725,199
850,199
Year ended 31 July 2025:
Profit and total comprehensive income
-
199,049
199,049
Balance at 31 July 2025
125,000
924,248
1,049,248

The notes on pages 13 to 25 form part of these financial statements.

BLUE WATER CAPITAL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
483,587
(111,964)
Interest paid
(26,859)
(36,238)
Income taxes paid
(94,168)
(24,452)
Net cash inflow/(outflow) from operating activities
362,560
(172,654)
Investing activities
Purchase of investment property
(168,235)
(19,800)
Share capital of subsidiary entity (unpaid)
(10,411)
-
0
Proceeds on disposal of investments
69,950
-
Movement in other loans
105
-
Interest received
10,282
6,030
Net cash used in investing activities
(98,309)
(13,770)
Financing activities
Other loan repaid
(24,473)
(15,283)
Loan (repaid) / received
(36,500)
(36,499)
Finance leases obligation movements
(8,039)
(9,827)
Net cash used in financing activities
(69,012)
(61,609)
Net increase/(decrease) in cash and cash equivalents
195,239
(248,033)
Cash and cash equivalents at beginning of year
458,554
706,587
Cash and cash equivalents at end of year
653,793
458,554
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 13 -
1
Accounting policies
Company information

Blue Water Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 53 Calthorpe Road, Edgbaston, Birmingham, West Midlands, B15 1TH.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
Straight line over the life of the agreement
Motor vehicles
20% reducing-balance method

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently once complete, it will be measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 16 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Bad Debt Provision

A bad debt provision is set up when the likelihood of recovering the debt is diminished. The level of provision will be based on any current repayment plan entered into which is being adhered to by the debtor, together with an estimate of the likelihood of the amounts being due being fully recovered.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Corporate Fees
637,199
391,214
Receiving Agent Application Fees
239,188
254,864
Security Trustee Services
101,042
251,160
Regulated Activity
307,094
261,581
1,284,523
1,158,819
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
1,284,523
1,158,819
2025
2024
£
£
Other revenue
Interest income
10,282
6,030
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 18 -
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(352)
360
Depreciation of owned tangible fixed assets
19,000
19,000
Depreciation of tangible fixed assets held under finance leases
21,355
28,224
Operating lease charges
15,485
16,403
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
7,550
7,200
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
5
6

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
285,154
285,736
Social security costs
26,153
27,230
Pension costs
5,452
5,190
316,759
318,156
7
Director's remuneration
2025
2024
£
£
Remuneration for qualifying services
150,000
150,000
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
10,282
6,030
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
8
Interest receivable and similar income
(Continued)
- 19 -
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
10,282
6,030
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
10,170
19,359
Other finance costs:
Interest on finance leases and hire purchase contracts
4,998
4,998
Other interest
11,691
11,881
26,859
36,238
10
Amounts written off investments
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Gain/(loss) on financial assets held at fair value through profit or loss
105
(216,847)
Other gains/(losses)
Loss on disposal of fixed asset investments
(104,926)
-
0
(104,821)
(216,847)
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
120,176
94,169
Deferred tax
Origination and reversal of timing differences
(3,320)
(1,395)
Total tax charge
116,856
92,774
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
11
Taxation
(Continued)
- 20 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
315,905
19,502
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
78,976
4,876
Tax effect of expenses that are not deductible in determining taxable profit
33,130
79,951
Depreciation on assets not qualifying for tax allowances
4,750
4,750
Other permanent differences
-
0
3,197
Taxation charge for the year
116,856
92,774
12
Tangible fixed assets
Leasehold land and buildings
Motor vehicles
Total
£
£
£
Cost
At 1 August 2024 and 31 July 2025
105,000
119,739
224,739
Depreciation and impairment
At 1 August 2024
47,545
31,260
78,805
Depreciation charged in the year
19,000
21,358
40,358
At 31 July 2025
66,545
52,618
119,163
Carrying amount
At 31 July 2025
38,455
67,121
105,576
At 31 July 2024
57,455
88,479
145,934

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor vehicles
67,121
88,479
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 21 -
13
Investment property
2025
£
Fair value
At 1 August 2024
698,480
Additions through external acquisition
168,235
At 31 July 2025
866,715

Investment property relates solely to Stroma, 3 Gywdryn Drive, Abersoch. The fair value of the investment property has been arrived at using the cost of the property (as purchased in June 2021) and subsequent renovations. Once the property is completed a valuation will be carried out and reflected in the accounts.

14
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
15
10,411
-
0
Listed investments
-
0
174,876
10,411
174,876
Movements in fixed asset investments
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 August 2024
-
174,876
174,876
Additions
10,411
-
10,411
Loss on sale of investments
-
(104,926)
(104,926)
Disposals
-
(69,950)
(69,950)
At 31 July 2025
10,411
-
10,411
Carrying amount
At 31 July 2025
10,411
-
10,411
At 31 July 2024
-
174,876
174,876
15
Subsidiaries

Details of the company's subsidiaries at 31 July 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
BWC Markets SARL
2c, Parc d'Activites, 8303 Capellen, Luxembourg
Ordinary
100.00
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 22 -
16
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
3,477
63,158
Corporation tax recoverable
353
353
Other debtors
273,727
-
0
Prepayments and accrued income
16,136
14,203
293,693
77,714
17
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
19
18,250
36,500
Obligations under finance leases
20
4,385
7,986
Other borrowings
19
24,874
24,069
Trade creditors
258,315
52,872
Corporation tax
120,176
94,169
Other taxation and social security
16,192
23,983
Deferred income
22
12,780
59,279
Other creditors
49,281
3,663
Accruals and deferred income
26,099
965
530,352
303,486
18
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
19
290,500
308,750
Obligations under finance leases
20
52,508
56,946
Other borrowings
19
-
0
25,278
343,008
390,974
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 23 -
19
Loans and overdrafts
2025
2024
£
£
Bank loans
308,750
345,250
Other loans
24,874
49,347
333,624
394,597
Payable within one year
43,124
60,569
Payable after one year
290,500
334,028

Bank loans includes an interest-only mortgage from Bath Building Society agreed over a term of 25 years. The mortgage is secured by a first legal charge on the relevant property (Stroma, Abersoch, Pwlliheli, Gwynedd, LL53 7HU) and a personal guarantee from the sole director of the Company.

20
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
4,385
7,986
In two to five years
52,508
56,946
56,893
64,932
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
7,580
10,899
2025
Movements in the year:
£
Liability at 1 August 2024
10,899
Credit to profit or loss
(3,319)
Liability at 31 July 2025
7,580
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 24 -
22
Deferred income
2025
2024
£
£
Other deferred income
12,780
59,279
23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
5,452
5,190

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

24
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
125,000
125,000
125,000
125,000
25
Related party transactions
Transactions with related parties

Blue Water Trustees Limited, a company which H Porter is a director of, charged expenses of £34,863 (2024: £4,337) in the year. At the year end an amount of £41,836 (2024: £0) was due to Blue Water Trustees Limited and this is shown in amounts due from related parties.

26
Directors' transactions

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

Loans
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Interest-free loan
-
(1,221)
230,700
(150,054)
79,425
(1,221)
230,700
(150,054)
79,425
BLUE WATER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 25 -
27
Cash generated from/(absorbed by) operations
2025
2024
£
£
Profit/(loss) after taxation
199,049
(73,272)
Adjustments for:
Taxation charged
116,856
92,774
Finance costs
26,859
36,238
Investment income
(10,282)
(6,030)
Depreciation and impairment of tangible fixed assets
40,358
47,224
Loss on sale of investments
104,926
-
Other gains and losses
(105)
216,847
Movements in working capital:
(Increase)/decrease in debtors
(215,979)
1,048,338
Increase/(decrease) in creditors
268,404
(1,382,437)
Decrease in deferred income
(46,499)
(91,646)
Cash generated from/(absorbed by) operations
483,587
(111,964)
28
Analysis of changes in net funds/(debt)
1 August 2024
Cash flows
31 July 2025
£
£
£
Cash at bank and in hand
458,554
195,239
653,793
Borrowings excluding overdrafts
(394,597)
60,973
(333,624)
Lease liabilities
(64,932)
8,039
(56,893)
(975)
264,251
263,276
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