Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-31Following the year end, a subsidiary company received drawdown notices and paid funds of £21m and £6.4m to unrelated companies. The arrangement has been detailed in note 18. Following the year end, a subsidiary company received €0.5m as a distribution following the liquidation of its investment in Energy Transition Partner LLP. Following the year end, a new subsidiary called PPC Fuel Ltd was incorporatedfalse1false2024-01-01Investment company1falsefalse 13217038 2024-01-01 2024-12-31 13217038 2023-01-01 2023-12-31 13217038 2024-12-31 13217038 2023-12-31 13217038 2023-01-01 13217038 1 2024-01-01 2024-12-31 13217038 d:Director1 2024-01-01 2024-12-31 13217038 d:RegisteredOffice 2024-01-01 2024-12-31 13217038 c:CurrentFinancialInstruments 2024-12-31 13217038 c:CurrentFinancialInstruments 2023-12-31 13217038 c:CurrentFinancialInstruments 1 2024-12-31 13217038 c:CurrentFinancialInstruments 1 2023-12-31 13217038 c:Non-currentFinancialInstruments 2024-12-31 13217038 c:Non-currentFinancialInstruments 2023-12-31 13217038 c:CurrentFinancialInstruments c:WithinOneYear 2024-12-31 13217038 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 13217038 c:ShareCapital 2024-01-01 2024-12-31 13217038 c:ShareCapital 2024-12-31 13217038 c:ShareCapital 2023-01-01 2023-12-31 13217038 c:ShareCapital 2023-12-31 13217038 c:ShareCapital 2023-01-01 13217038 c:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 13217038 c:RetainedEarningsAccumulatedLosses 2024-12-31 13217038 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 13217038 c:RetainedEarningsAccumulatedLosses 2023-12-31 13217038 c:RetainedEarningsAccumulatedLosses 2023-01-01 13217038 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-12-31 13217038 c:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-12-31 13217038 c:OtherDeferredTax 2024-12-31 13217038 c:OtherDeferredTax 2023-12-31 13217038 d:OrdinaryShareClass1 2024-01-01 2024-12-31 13217038 d:OrdinaryShareClass1 2024-12-31 13217038 d:OrdinaryShareClass1 2023-12-31 13217038 d:FRS102 2024-01-01 2024-12-31 13217038 d:Audited 2024-01-01 2024-12-31 13217038 d:FullAccounts 2024-01-01 2024-12-31 13217038 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 13217038 d:Consolidated 2024-12-31 13217038 d:ConsolidatedGroupCompanyAccounts 2024-01-01 2024-12-31 13217038 2 2024-01-01 2024-12-31 13217038 6 2024-01-01 2024-12-31 13217038 c:Associate1 2024-01-01 2024-12-31 13217038 c:Associate1 1 2024-01-01 2024-12-31 13217038 c:Associate2 2024-01-01 2024-12-31 13217038 c:Associate2 1 2024-01-01 2024-12-31 13217038 c:Associate3 2024-01-01 2024-12-31 13217038 c:Associate3 1 2024-01-01 2024-12-31 13217038 2 2024-12-31 13217038 3 2024-12-31 13217038 2 2023-12-31 13217038 3 2023-12-31 13217038 f:PoundSterling 2024-01-01 2024-12-31 iso4217:GBP xbrli:shares xbrli:pure
Registered number: 13217038










PEMBRIDGE PRIVATE CAPITAL LTD

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024




















 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
Company Information


Director
A F Beard 




Registered number
13217038



Registered office
3rd Floor
12 Gough Square

London

United Kingdom

EC4A 3DW




Independent auditors
Moore Kingston Smith LLP

Betchworth House

57 - 65 Station Road

Redhill

RH1 1DL





 
PEMBRIDGE PRIVATE CAPITAL LTD
 

Contents



Page
Group Strategic Report
 
1
Director's Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Balance Sheet
 
9
Company Balance Sheet
 
10
Consolidated Statement of Changes in Equity
 
11 - 12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14 - 15
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 31


 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
Group Strategic Report
For the Year Ended 31 December 2024

Introduction
 
The director presents his strategic report for the year ended 31 December 2024.

Business review
 
Pembridge Private Capital Ltd ("the Company") and its group are investment companies. During the year the group further invested in property, listed and unlisted investments with a view to generating future gains.  Listed investments in the Company portfolio fell in value by £92m (2023: £102m), but these losses have not been realised. The director is happy in respect of dividends received from those same listed investments amounting to £4m (2023: £24m).

Principal risks and uncertainties
 
The group's main risks are:
Foreign Currency risk
The group operates in Sterling and Euros, and monitors fluctuations in foreign exchange rates regularly. The director does not consider it necessary to hedge against this risk.
Investment risk
The company is subject to fluctuations in the value of listed investments. The director manages the company's portfolio of investments carefully, and is open to further investment opportunities to continue to diversify the company's portfolio and manage this risk. 
Liquidity risk
The group is not significantly exposed to liquidity risk, due to the maintenance of sufficient cash and equivalents to meet the necessary outflows of the business.

Financial key performance indicators
 
The key performance indicator of the group is return on investment. This is measured by way of dividend yield and market value of the investments held.


This report was approved by the board on 22 October 2025 and signed on its behalf.



A F Beard
Director

Page 1

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Director's Report
For the Year Ended 31 December 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

The 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £65,985 thousand (2023 - loss £72,431 thousand).

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

Director

The director who served during the year was:

A F Beard 

Matters covered in the Group Strategic Report

Items of strategic nature which would normally be included in the director's report have been set out in the strategic report.

Page 2

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Director's Report (continued)
For the Year Ended 31 December 2024

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

 has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsMoore Kingston Smith LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 22 October 2025 and signed on its behalf.
 





A F Beard
Director

Page 3

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Independent Auditors' Report to the Members of Pembridge Private Capital Ltd
 

Qualified opinion


We have audited the financial statements of Pembridge Private Capital Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policiesThe 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 except for the effect of the matter described in the Basis for qualified opinion section of our report, the financial statements:


give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for qualified opinion on financial statements


The evidence available to us was limited because we were unable to obtain sufficient information regarding
assurance that the internal control systems in place at the service organisations, Edmond De Rothschild and
Societe Generale, were effectively maintained by the service organisation such that we were able to place
reliance on them for the purpose of our audit. Specifically, we were unable to obtain a copy of the relevant
controls report. The underlying accounting records rely on the output of data from this service organisation. We
were unable to obtain sufficient appropriate audit evidence in respect of internal controls at the service
organisation by other means. In addition, were any adjustments to the financial statements to be required, the
strategic report would also need to be amended.


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 4

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Independent Auditors' Report to the Members of Pembridge Private Capital Ltd (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Audit Report thereon. The director is responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's Report.


In respect solely of the limitation on our work relating to internal controls at the service organisations, described above:

 
Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 2, 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 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 director either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.


Page 5

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Independent Auditors' Report to the Members of Pembridge Private Capital Ltd (continued)


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation
• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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 Audit Report.


Page 6

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Independent Auditors' Report to the Members of Pembridge Private Capital Ltd (continued)


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 2006Our 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 Audit 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.





Ian Matthews (Senior Statutory Auditor)
  
for and on behalf of
Moore Kingston Smith LLP
 
Betchworth House
57 - 65 Station Road
Redhill
RH1 1DL

22 October 2025
Page 7

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
Consolidated Statement of Comprehensive Income
For the Year Ended 31 December 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
3,957
23,827

Gross profit
  
3,957
23,827

Administrative expenses
  
(41,840)
(18,274)

Fair value movements
  
(89,977)
(100,379)

Operating loss
 5 
(127,860)
(94,826)

Share of profit of associates
  
47
-

Total operating loss
  
(127,813)
(94,826)

Profit/(loss) on disposal of investments
  
41,888
(4,475)

Interest receivable and similar income
 7 
4,306
2,533

Interest payable and similar expenses
 8 
(17)
(186)

Loss before taxation
  
(81,636)
(96,954)

Tax on loss
 9 
15,651
24,523

Loss for the financial year
  
(65,985)
(72,431)

  

Currency translation differences
  
(75)
68

Other comprehensive income for the year
  
(75)
68

Total comprehensive income for the year
  
(66,060)
(72,363)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(65,985)
(72,431)

  
(65,985)
(72,431)

The notes on pages 16 to 31 form part of these financial statements.

Page 8

 
PEMBRIDGE PRIVATE CAPITAL LTD
Registered number: 13217038

Consolidated Balance Sheet
As at 31 December 2024

2024
2023
Note
£000
£000

Fixed assets
  

Investments
 10 
206,925
252,474

Investment property
 11 
3,580
2,940

  
210,505
255,414

Current assets
  

Debtors: amounts falling due after more than one year
 12 
13,960
-

Debtors: amounts falling due within one year
 12 
16,457
4,571

Cash at bank and in hand
 13 
7,519
32,887

  
37,936
37,458

Creditors: amounts falling due within one year
 14 
(103,841)
(57,840)

Net current liabilities
  
 
 
(65,905)
 
 
(20,382)

Total assets less current liabilities
  
144,600
235,032

Provisions for liabilities
  

Deferred taxation
 16 
(107)
(24,479)

  
 
 
(107)
 
 
(24,479)

Net assets excluding pension asset
  
144,493
210,553

Net assets
  
144,493
210,553


Capital and reserves
  

Profit and loss account
  
144,493
210,553

Equity attributable to owners of the Parent Company
  
144,493
210,553

  
144,493
210,553


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 October 2025.


A F Beard
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 9

 
PEMBRIDGE PRIVATE CAPITAL LTD
Registered number: 13217038

Company Balance Sheet
As at 31 December 2024

2024
2023
Note
£000
£000

Fixed assets
  

Investments
 10 
206,500
249,390

  
206,500
249,390

Current assets
  

Debtors: amounts falling due after more than one year
 12 
13,960
-

Debtors: amounts falling due within one year
 12 
19,640
11,040

Cash at bank and in hand
 13 
7,470
32,687

  
41,070
43,727

Creditors: amounts falling due within one year
 14 
(103,296)
(57,649)

Net current liabilities
  
 
 
(62,226)
 
 
(13,922)

Total assets less current liabilities
  
144,274
235,468

  

Provisions for liabilities
  

Deferred taxation
 16 
-
(24,479)

  
 
 
-
 
 
(24,479)

Net assets
  
144,274
210,989


Capital and reserves
  

Profit and loss account brought forward
  
210,989
282,396

Loss for the year
  
(66,715)
(71,407)

Profit and loss account carried forward
  
144,274
210,989

  
144,274
210,989


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 October 2025.


A F Beard
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 
PEMBRIDGE PRIVATE CAPITAL LTD
 

Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2024


Called up share capital
Profit and loss account
Equity attributable to owners of Parent Company
Total equity

£000
£000
£000
£000

At 1 January 2024
-
210,553
210,553
210,553


Comprehensive income for the year

Loss for the year

-
(65,985)
(65,985)
(65,985)

Currency translation differences arising on consolidation
-
(75)
(75)
(75)


Other comprehensive income for the year
-
(75)
(75)
(75)


Total comprehensive income for the year
-
(66,060)
(66,060)
(66,060)


At 31 December 2024
-
144,493
144,493
144,493


The notes on pages 16 to 31 form part of these financial statements.

Page 11

 
PEMBRIDGE PRIVATE CAPITAL LTD
 

Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2023


Called up share capital
Profit and loss account
Equity attributable to owners of Parent Company
Total equity

£000
£000
£000
£000

At 1 January 2023
-
282,916
282,916
282,916


Comprehensive income for the year

Loss for the year

-
(72,431)
(72,431)
(72,431)

Currency translation differences arising on consolidation
-
68
68
68


Other comprehensive income for the year
-
68
68
68


Total comprehensive income for the year
-
(72,363)
(72,363)
(72,363)


At 31 December 2023
-
210,553
210,553
210,553


The notes on pages 16 to 31 form part of these financial statements.

Page 12

 
PEMBRIDGE PRIVATE CAPITAL LTD
 

Company Statement of Changes in Equity
For the Year Ended 31 December 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2023
-
282,396
282,396


Comprehensive income for the year

Loss for the year
-
(71,407)
(71,407)
Total comprehensive income for the year
-
(71,407)
(71,407)



At 1 January 2024
-
210,989
210,989


Comprehensive income for the year

Loss for the year
-
(66,715)
(66,715)
Total comprehensive income for the year
-
(66,715)
(66,715)


At 31 December 2024
-
144,274
144,274


The notes on pages 16 to 31 form part of these financial statements.

Page 13

 
PEMBRIDGE PRIVATE CAPITAL LTD
 

Consolidated Statement of Cash Flows
For the Year Ended 31 December 2024

2024
2023
£000
£000

Cash flows from operating activities

Loss for the financial year
(65,985)
(72,431)

Adjustments for:

Loss on disposal of tangible assets
(41,498)
(15,280)

Interest paid
17
186

Interest received
(4,197)
(2,533)

Taxation charge
(15,651)
(31,263)

(Increase)/decrease in debtors
(21,859)
2,775

(Decrease)/increase in creditors
(14,098)
15,703

Net fair value losses recognised in P&L
89,980
121,567

Share of operating profit in associates
47
-

Corporation tax (paid)/received
(10,286)
-

Foreign exchange
(75)
68

Net cash generated from operating activities

(83,605)
18,792


Cash flows from investing activities

Purchase of investment properties
(640)
(324)

Purchase of listed investments
(130,890)
(4,600)

Sale of listed investments
137,367
37,337

Purchase of unlisted and other investments
(20,649)
(4,902)

Sale of unlisted and other investments
5,735
-

Purchase of share in associates
-
(1,912)

Sale of share in associates
3,084
-

Interest received
4,197
2,533

Net cash from investing activities

(1,796)
28,132

Cash flows from financing activities

Other new loans
105,500
-

Repayment of other loans
(45,450)
(210,425)

Interest paid
(17)
(186)

Net cash used in financing activities
60,033
(210,611)

Net (decrease) in cash and cash equivalents
(25,368)
(163,687)

Cash and cash equivalents at beginning of year
32,887
196,574

Cash and cash equivalents at the end of year
7,519
32,887

Page 14

 
PEMBRIDGE PRIVATE CAPITAL LTD
 

Consolidated Statement of Cash Flows (continued)
For the Year Ended 31 December 2024


2024
2023

£000
£000


                                                                                                                                                Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
7,519
32,887

7,519
32,887



Consolidated Analysis of Net Debt
For the Year Ended 31 December 2024




At 1 January 2024
Cash flows
At 31 December 2024
£000

£000

£000

Cash at bank and in hand

32,887

(25,368)

7,519

Debt due within 1 year

(57,678)

(46,045)

(103,723)

Forward options

696

2,423

3,119


(24,095)
(68,990)
(93,085)

The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

1.


General information

Pembridge Private Capital Ltd. (the "Company") is a private company limited by share capital incorporated in the United Kingdom and registered in England and Wales with registration number 13217038. The registered office address is 3rd Floor 12 Gough Square, London, United Kingdom, EC4A 3DW.
The principal activity of the group was that of investment.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements:

Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the group and the parent company would be identical;
• No statement of Cash Flows has been presented for the parent company;
• Disclosures in respect of the parent company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and
• No disclosures have been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.                                                                                       
PPC Racing Holdings Ltd., PPC Energy Ltd., and PPC Art Limited have claimed exemption from audit under the provisions of section 479A of the Companies Act 2006. Pembridge Private Capital Ltd. has provided a guarantee over the liabilities of PPC Racing Holdings Ltd., PPC Energy Ltd., and PPC Art Limited under section 479C of the Act.

Page 16

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP. These accounts have been prepared rounding to the nearest thousand. 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation the results of group companies are translated into sterling using the average rate for the year. All assets and liabilities of group companies are translated at the rate ruling at the reporting date. Exchange differences arising on the retranslation of opening net assets at opening rate, and the results of the group companies at average rate, are recognised in other comprehensive income.

 
2.4

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable. Turnover represents dividends received from investments, and is recognised once their is a legal obligation for the dividend to be paid.
Rental income is recognised in accordance with the underlying lease, net of Value Added Tax.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 17

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.6

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.7

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.8

Investment property

Investment property is carried at fair value determined annually by the director derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss. This is a departure from the Companies Act, which requires depreciation to be charged on the investment property. The departure has been made as it shows a more true and fair representation of the investment property currently held within the balance sheet.

Page 18

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.9

Valuation of investments

Investments in subsidiaries and unlisted investments whose market value cannot be reliably determined are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.10

Associates

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

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

 
2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.14

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Page 19

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.14
Financial instruments (continued)


Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

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

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in
Page 20

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.14
Financial instruments (continued)

the assets of the Group after the deduction of all its liabilities.

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

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

Page 21

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and 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 review on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or the period of the revision an future periods if the revision affects both current and future periods.

The estimates and assumptions which have a risk of causing a material adjustment to the carrying value of assets are liabilities are outlined below.

Critical judgements

Carrying value of investments
When assessing the carrying value of investments in subsidiaries, associates, and made loans, the directors consider the ability of entity to generate profits in the longer term and consider any subsequent impairment to carrying value deemed necessary.


4.


Turnover

2024
2023
£000
£000

Dividends from UK listed investments
3,937
23,819

Rental income
20
8

3,957
23,827


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

2024
2023
£000
£000

Exchange differences
190
951

Page 22

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£000
£000

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
22
15


7.


Interest receivable

2024
2023
£000
£000


Other interest receivable
4,306
2,533

4,306
2,533


8.


Interest payable and similar expenses

2024
2023
£000
£000


Other loan interest payable
17
186

17
186


9.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits for the period
8,721
572


Deferred tax


Origination and reversal of timing differences
(24,372)
(25,095)


Taxation on loss on ordinary activities
(15,651)
(24,523)
Page 23

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2024
2023
£000
£000


Loss on ordinary activities before tax
(81,636)
(96,954)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(20,409)
(24,239)

Effects of:


Non-taxable income
26,198
(5,955)

Capital gains
8,691
(3,403)

Changes in provisions leading to an increase (decrease) in the tax charge
(24,372)
-

Impairment charges
(5,759)
9,074

Total tax charge for the year
(15,651)
(24,523)

On 24 May 2021, proposals to increase the main rate of corporation tax from 19% to 25% with effect from 1 April 2023 were enacted into UK law.

Page 24

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

10.


Fixed asset investments

Group





Investments in associates
Listed investments
Unlisted investments
Total

£000
£000
£000
£000



Cost or valuation


At 1 January 2024
3,084
249,390
13,454
265,928


Additions
-
130,890
14,492
145,382


Disposals
(3,084)
(95,922)
-
(99,006)


Revaluations
-
(92,350)
-
(92,350)


Amounts written off
425
-
-
425



At 31 December 2024

425
192,008
27,946
220,379



Impairment


At 1 January 2024
-
-
13,454
13,454



At 31 December 2024

-
-
13,454
13,454



Net book value



At 31 December 2024
425
192,008
14,492
206,925



At 31 December 2023
3,084
249,390
-
252,474

The investment included in 'Investments in associates' was liquidated after the year end. The net book value is equal to the amount received post year end.

Page 25

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024
Company





Listed investments
Unlisted investments
Total

£000
£000
£000



Valuation


At 1 January 2024
249,390
-
249,390


Additions
130,890
14,492
145,382


Disposals
(95,922)
-
(95,922)


Revaluations
(92,350)
-
(92,350)



At 31 December 2024
192,008
14,492
206,500






Net book value



At 31 December 2024
192,008
14,492
206,500



At 31 December 2023
249,390
-
249,390

Page 26

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024



The following were subsidiaries of the Company:


Name

Registered office

Class of shares

Holding

PPC Energy Ltd.
3rd Floor, 12 Gough Square, London, EC4A 3DW
Ordinary
100%
PPC Racing Holdings Ltd.
3rd Floor, 12 Gough Square, London, EC4A 3DW
Ordinary
100%
PPC Art Limited
3rd Floor, 12 Gough Square, London, EC4A 3DW
Ordinary
100%


11.


Investment property

Group


Freehold investment property

£000



Valuation


At 1 January 2024
2,940


Additions at cost
640



At 31 December 2024
3,580

The 2024 valuations were made by the director, on an open market value for existing use basis.




The 2024 valuations were made by the director, on an open market value for existing use basis.

Page 27

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

12.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Due after more than one year

Other debtors
13,960
-
13,960
-

13,960
-
13,960
-


Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Due within one year

Amounts owed by group undertakings
-
-
3,749
6,531

Other debtors
13,329
3,868
12,772
3,814

Prepayments and accrued income
9
7
-
-

Financial instruments
3,119
696
3,119
695

16,457
4,571
19,640
11,040



13.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Cash at bank
7,519
32,887
7,470
32,687

7,519
32,887
7,470
32,687


Page 28

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

14.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Other loans
101,225
41,175
101,225
41,175

Trade creditors
3
8
-
8

Corporation tax
-
102
-
-

Other taxation and social security
3
-
-
-

Other creditors
2,504
16,504
1,992
16,435

Accruals and deferred income
106
51
79
31

103,841
57,840
103,296
57,649


On 1 March 2021 the Company issued 552,330,000 £1 unsecured loan notes to the director and shareholder of the Company. The loan notes are redeemable by the Company with 10 business days' notice to the noteholder. No interest is charged on the loan notes. On 4 October 2024 another unsecrued loan note was issued for £105,500,000 under the same terms. By the year end, £556,604,857 (2023: 511,154,857) loan notes had been redeemed.


15.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Financial assets

Financial assets measured at fair value through profit or loss
198,707
253,025
195,127
250,085




Financial assets measured at fair value through profit or loss comprise listed investments detailed in note 10 and investment property detailed in note 11. The total amount recognised in the profit and loss relating to fair value losses on those financial assets was £92.4m (2023: £101.8m).


Other financial liabilities measured at fair value through profit and loss comprise derivative equity put options over the listed investments held by the Company and forward currency derivatives. The total amount recognised in the profit and loss relating to fair value gains (2023: gains) on those financial liabilities was £2.4m (2023: £1.4m).

Page 29

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

16.


Deferred taxation


Group



2024
2023


£000

£000






At beginning of year
(24,479)
(49,574)


Charged to profit or loss (see note 9)
24,372
25,095



At end of year
(107)
(24,479)

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£000
£000
£000
£000

Unrealised gains on investments
107
24,479
-
24,479

107
24,479
-
24,479


17.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
-
-



18.Other financial commitments

A subsidiary company entered an agreement on 2 December 2021 to purchase warrant shares in an unrelated entity. The warrants allowed the subsidiary to provide a loan facility of up to £15m to the issuer. On the 20 June 2024, an additional provision of funds was agreed for £10m. 
The same subsidiary entered into a separate agreement on 20 December 2023 to purchase warrant shares in an unrelated company. The warrants allowed the subsidiary to provide a loan facility of up to £12.5m.  On the 23 July 2024 an agreement was signed providing an additional loan facility of £7.5m.

Page 30

 
PEMBRIDGE PRIVATE CAPITAL LTD
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

19.


Related party transactions

The Company has adopted the exemption permitted by paragraph 33.1A of FRS 102 and has not disclosed transactions with other group members, where the group members are wholly owned.
As detailed in note 14, the Company has issued loan notes to the sole director and shareholder, some of which were redeemed during the year.
The company operates a director's current account. The balance owed by the company at the year end was £2.5m (2023: £16.5m)


20.


Post balance sheet events

Following the year end, a subsidiary company received drawdown notices and paid funds of £21m and £6.4m to unrelated companies. The arrangement has been detailed in note 18.

Following the year end, a subsidiary company received €0.5m as a distribution following the liquidation of its investment in Energy Transition Partner LLP. 

Following the year end, a new subsidiary called PPC Fuel Ltd was incorporated


21.


Controlling party

The ultimate controlling party of the Company is A F Beard.

 
Page 31