REGISTERED NUMBER: 13689166 (England and Wales)

WINFORTON INVESTMENTS LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024

Page

Balance Sheet

1

Notes to the Financial Statements

2

FIXED ASSETS

Investments

4

31,657,333

25,081,745

CURRENT ASSETS

Debtors

5

12,065,762

5,439,484

Cash at bank

2,291,364

5,084,381

14,357,126

10,523,865

CREDITORS

Amounts falling due within one year

6

17,539,561

9,480,980

NET CURRENT (LIABILITIES)/ASSETS

(3,182,435

)

1,042,885

TOTAL ASSETS LESS CURRENT LIABILITIES

28,474,898

26,124,630

CAPITAL AND RESERVES

Called up share capital

10,000

10,000

Retained earnings

28,464,898

26,114,630

SHAREHOLDERS' FUNDS

28,474,898

26,124,630

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges her responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 29 October 2025 and were signed by:

Mrs S M Blandford - Director

1.	STATUTORY INFORMATION

Winforton Investments Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

13689166

Registered office:

Broad House

1 The Broadway

Old Hatfield

Hatfield

Hertfordshire

AL9 5BG

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 ('FRS 102'), the Financial Reporting Standard applicable in the UK and the Republic of Ireland, the Companies Act 2006 and the Companies (Revision of Defective Accounts and Reports) Regulations 2008. As the company is small, the disclosure requirements of section 1A of FRS 102 have been adopted, other than where additional disclosure is required to show a true and fair view.

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

Going concern

The director has a reasonable expectation that the company will continue to operate for the foreseeable future. Accordingly, these financial statements are prepared on the going concern basis.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

In preparing these financial statements, the company's critical accounting judgements and estimates are in respect of the anticipated movements in foreign exchange rates, and impairment of investments.

In determining whether there are indicators of impairment, factors taken into consideration in reaching a decision include the economic viability and expected future performance of the investments.

Estimates and judgements include the likely outcome of future events; These are made after reviewing historical data and assessing all other pertinent information.

In is possible that the new information could come to light that might result in material adjustments to the items above.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents amounts receivable from interest on short term bonds and dividends.

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Dividend income is recognised when the right to receive payment is established.

Investments in subsidiaries

Investments in subsidiary undertakings are stated at cost less any provision for impairment. The carrying value is reviewed annually by the company for indicators of impairment, and adjusted if necessary.

Quoted investments

Quoted investments are shown at fair value. Any aggregate surplus or deficit arising from changes in fair value are recognised in the profit and loss account.

Unquoted investments

Unquoted investments are stated at fair value, where this can be measured reliably. If fair value cannot be reliably determined, they are held at cost less impairment. Changes in value or impairment losses are recognised in the profit and loss account.

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.

Basic financial assets:

Basic financial assets, which include debtors, are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Other financial assets, including investments in equity instruments, 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 whose fair values cannot be measured reliably are measured at cost less impairment.

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

Basic financial liabilities:

Basic financial liabilities, including trade and other payables, and bank loans are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Derivatives:

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 subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit and loss in finance costs.

The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currency

The financial statements of the Company are presented in Pounds Sterling (£), which is also the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

In preparing the financial statements, transactions denominated in foreign currencies are translated into the functional currency using the spot exchange rates at the dates of the transactions or average rates.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are retranslated using the exchange rate at the end 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 the profit and loss.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

Other

undertakings

investments

Totals

£

£

£

COST OR VALUATION

At 1 November 2023

10,000

25,071,745

25,081,745

Additions

-

15,167,429

15,167,429

Disposals

-

(9,382,983

)

(9,382,983

)

Revaluations

-

791,142

791,142

Reclassification/transfer

490,000

(490,000

)

-

At 31 October 2024

500,000

31,157,333

31,657,333

NET BOOK VALUE

At 31 October 2024

500,000

31,157,333

31,657,333

At 31 October 2023

10,000

25,071,745

25,081,745

Cost or valuation at 31 October 2024 is represented by:

Shares in

group

Other

undertakings

investments

Totals

£

£

£

Valuation in 2022

-

1,064,238

1,064,238

Valuation in 2023

-

11,328

11,328

Valuation in 2024

-

791,142

791,142

Cost

500,000

29,290,625

29,790,625

500,000

31,157,333

31,657,333

Shown under shares in group undertakings are:

- 100% of the ordinary share capital of its subsidiary, Rockridge Investments S.A. (a corporation incorporated under the laws of the Republic of Panama).

- 55% of the ordinary share capital of its subsidiary, RCH Capital Limited (a company incorporated in England and Wales under the Companies Act 2006).

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Amounts owed by group undertakings

762,608

-

Other debtors

11,303,154

5,439,484

12,065,762

5,439,484

Included within other debtors are convertible promissory notes of £2,900,000, £550,000, £84,739 (€100,000) and £51,467 (AU$100,000) made to third parties, on which interest at 3% and 10% per annum, 5% per annum and 8% per annum respectively is accrued. Convertible loan notes can be converted to equity on terms written in option contracts.

Within other debtors are also loans totalling £500,000 made to third party, at an annual interest rate of 7% (which increases to 10% if not repaid within two years).

An interest of between 10%-15% is charged on the remaining loans receivable, included in these accounts.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Bank loans and overdrafts

-

7,724

Trade creditors

189,828

-

Amounts owed to group undertakings

12,723,823

5,078,225

Taxation and social security

3,497

732,525

Other creditors

4,622,413

3,662,506

17,539,561

9,480,980

Amounts owed to group undertaking are unsecured loans, interest free, have no fixed date of repayment and are repayable on demand.

The company enters into forward foreign exchange contracts. All contracts outstanding at the year end, are due to settle within 2 months of the year end.

The forward currency contracts are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The fair value of the forward foreign exchange currency contracts outstanding at year end is £33,482,382.

7.	RELATED PARTY DISCLOSURES

At the year end the company owed the sole director, non-shareholder £4,819 (2023: £nil).

At the balance sheet date, the director's close family member, a participator, who retains beneficial interest in the company, is owed a total of £1,152,252 (2023: £1,769,031) by the company.

Included within debtors are amounts of £7,919,168 (2023: £3,778,268) owed to the company by entities in which the sole director and participator has beneficial interest. These loans are unsecured on which interest is charged at 3%, 5% or 7% per annum and they are repayable on demand.

Included within creditors due within one year are amounts of £2,313,850 (2023: £1,022,220) owed to entities in which the sole director and participator has beneficial interest. These loans are unsecured, interest free and repayable on demand.