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Registered number: 07793176 CEDERBERG CAPITAL LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
CEDERBERG CAPITAL LIMITED COMPANY INFORMATION
Director | D Krige
Company secretary | D Krige
Registered number | 07793176
Registered office | 91 Jermyn Street
| London
| SW1Y 6JB
Independent auditor | James Cowper Kreston Audit
| Chartered Accountants and Statutory Auditor
| Reading Bridge House
| George Street
| Reading
| Berkshire
| RG1 8LS
Bankers | Coutts & Co
| 440 Strand
| London
| WC2R 0QS
CEDERBERG CAPITAL LIMITED CONTENTS
| Page
Group strategic report | 1
Director's report | 2 - 3
Independent auditor's report | 4 - 6
Consolidated statement of comprehensive income | 7
Consolidated balance sheet | 8
Company balance sheet | 9
Consolidated statement of changes in equity | 10
Company statement of changes in equity | 11
Consolidated statement of cash flows | 12
Consolidated analysis of net debt | 13
Notes to the financial statements | 14 - 26
CEDERBERG CAPITAL LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2025
Introduction
The principal activity of Cederberg Capital Limited and Cederberg Capital Asia Limited is provision of investment advisory and investment management services, together the Group. The Director is satisfied with the performance of the business. The primary goal is to generate long-term returns by investing in high-quality companies run by excellent management. We conduct in-depth fundamental research to identify durable business trading at a significant margin of safety. Once we have made an investment, we aim to hold it for the long run. ESG factors are central to a company's durability and therefore integral to our investment process.
Business review
The Group's profit amounted to £1,064,320 for the year (2024 loss : £183,615). Group profit was driven by a decrease in admin expenditure as turnover decreased in the period £4,999,732 (2024: £5,614,996). No dividend was declared during the year.
Principal risks and uncertainties
The key business risks and uncertainties affecting the business relate to the performance of the funds to which the Group acts as investment manager. The Group has internal controls in place to ensure it can meet its financial obligations even when turnover is impacted by price movement relating to funds under management. The Group is not exposed to any interest rate, credit or liquidity risk. There is some exposure to currency risk as fees are received in foreign currency. However, this risk is mitigated by adequate internal control systems. The Director has identified key person risk as being relevant to the Group. Details of key person risk are disclosed in fund documents. This risk is monitored by governing bodies of the Group and funds. Governing bodies regularly review internal controls to mitigate key person risk.
This report was approved by the board and signed on its behalf.
D Krige Director
Date: 22 July 2025
Page 1
CEDERBERG CAPITAL LIMITED DIRECTOR'S REPORT FOR THE YEAR ENDED 31 MARCH 2025 The director presents his report and the financial statements for the year ended 31 March 2025.
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 2006. He 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.
Principal activity
The principal activity of the company in the year under review was that of the provision of investment advisory and management services.
Results and dividends
The profit for the year, after taxation, amounted to £1,064,320 (2024 - loss £183,615).
Director
The director who served during the year was:
D Krige
Disclosure of information to auditor
The director at the time when this Director's report is approved has confirmed that: ∙so far as he is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙he 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 auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end. Page 2
CEDERBERG CAPITAL LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Auditor
The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
D Krige Director
Date: 22 July 2025
Page 3
CEDERBERG CAPITAL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CEDERBERG CAPITAL LIMITED
Opinion
We have audited the financial statements of Cederberg Capital Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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
CEDERBERG CAPITAL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CEDERBERG CAPITAL LIMITED (CONTINUED)
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.
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. 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of 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 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
CEDERBERG CAPITAL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CEDERBERG CAPITAL LIMITED (CONTINUED)
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. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims; ∙Enquiry of management and those charged with governance to identify any material instances of non compliance with laws and regulations; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias. 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/auditorsresponsibilites. 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. Alan Poole BA (Hons) FCA (Senior Statutory Auditor) for and on behalf of James Cowper Kreston Audit Chartered Accountants and Statutory Auditor Reading Bridge House George Street Reading Berkshire RG1 8LS 22 July 2025 Page 6
CEDERBERG CAPITAL LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 4,999,732 | 5,614,996
Gross profit |  | 4,999,732 | 5,614,996
Administrative expenses |  | (3,760,561) | (5,915,618)
Other operating income |  | - | 7,167
Operating profit/(loss) | 5 | 1,239,171 | (293,455)
Interest receivable and similar income |  | 109,030 | 119,751
Profit/(loss) before tax |  | 1,348,201 | (173,704)
Tax on profit/(loss) | 9 | (283,881) | (9,911)
Profit/(loss) for the financial year |  | 1,064,320 | (183,615)
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 1,064,320 | (183,615)
|  | 1,064,320 | (183,615)
Total comprehensive income attributable to: |
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 14 to 26 form part of these financial statements.
Page 7
CEDERBERG CAPITAL LIMITED REGISTERED NUMBER: 07793176 CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | - |  | 8,132
|  |  | - |  | 8,132
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 3,967,410 |  | 2,782,114 |
Cash at bank and in hand | 14 | 2,487,636 |  | 2,400,916 |
|  | 6,455,046 |  | 5,183,030 |
Creditors: amounts falling due within one year | 15 | (609,931) |  | (409,705) |
Net current assets |  |  | 5,845,115 |  | 4,773,325
Total assets less current liabilities |  |  | 5,845,115 |  | 4,781,457
Provisions for liabilities |  |  |  |  |
Deferred tax | 16 | - |  | (662) |
|  |  | - |  | (662)
Net assets |  |  | 5,845,115 |  | 4,780,795
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 1 |  | 1
Profit and loss account | 18 |  | 5,845,114 |  | 4,780,794
|  |  | 5,845,115 |  | 4,780,795
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
D Krige
Director
Date: 22 July 2025
The notes on pages 14 to 26 form part of these financial statements. Page 8
CEDERBERG CAPITAL LIMITED REGISTERED NUMBER: 07793176 COMPANY BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | - |  | 8,132
Investments | 12 |  | 797,215 |  | 1,342,838
|  |  | 797,215 |  | 1,350,970
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 3,949,211 |  | 2,343,157 |
Cash at bank and in hand | 14 | 2,234,283 |  | 1,937,010 |
|  | 6,183,494 |  | 4,280,167 |
Creditors: amounts falling due within one year | 15 | (1,625,477) |  | (453,900) |
Net current assets |  |  | 4,558,017 |  | 3,826,267
Total assets less current liabilities |  |  | 5,355,232 |  | 5,177,237
Provisions for liabilities |  |  |  |  |
Deferred taxation | 16 | - |  | (662) |
|  |  | - |  | (662)
Net assets |  |  | 5,355,232 |  | 5,176,575
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 1 |  | 1
Profit and loss account carried forward |  |  | 5,355,231 |  | 5,176,574
|  |  | 5,355,232 |  | 5,176,575
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
D Krige
Director
Date: 22 July 2025
The notes on pages 14 to 26 form part of these financial statements. Page 9
CEDERBERG CAPITAL LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Profit and loss account | Equity attributable to owners of parent Company | Total equity
| £ | £ | £ | £
At 1 April 2024 | 1 | 4,780,794 | 4,780,795 | 4,780,795
Comprehensive income for the year |  |  |  |
Profit for the year | - | 1,064,320 | 1,064,320 | 1,064,320
Total comprehensive income for the year | - | 1,064,320 | 1,064,320 | 1,064,320
Total transactions with owners | - | - | - | -
At 31 March 2025 | 1 | 5,845,114 | 5,845,115 | 5,845,115
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2024
| Called up share capital | Profit and loss account | Equity attributable to owners of parent Company | Total equity
| £ | £ | £ | £
At 1 April 2023 | 1 | 4,964,409 | 4,964,410 | 4,964,410
Comprehensive income for the year |  |  |  |
Loss for the year | - | (183,615) | (183,615) | (183,615)
Total comprehensive income for the year | - | (183,615) | (183,615) | (183,615)
Total transactions with owners | - | - | - | -
At 31 March 2024 | 1 | 4,780,794 | 4,780,795 | 4,780,795
| The notes on pages 14 to 26 form part of these financial statements.
Page 10
CEDERBERG CAPITAL LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 April 2024 | 1 | 5,176,574 | 5,176,575
Comprehensive income for the year |  |  |
Profit for the year | - | 178,657 | 178,657
Total transactions with owners | - | - | -
At 31 March 2025 | 1 | 5,355,231 | 5,355,232
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 April 2023 | 1 | 5,150,874 | 5,150,875
Comprehensive income for the year |  |  |
Profit for the year | - | 25,700 | 25,700
Total comprehensive income for the year | - | 25,700 | 25,700
Total transactions with owners | - | - | -
At 31 March 2024 | 1 | 5,176,574 | 5,176,575
| The notes on pages 14 to 26 form part of these financial statements.
Page 11
CEDERBERG CAPITAL LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 1,064,320 | (183,615)
Adjustments for: |  |
Depreciation of tangible assets | 8,132 | 28,822
Interest received | (109,030) | (119,751)
Taxation charge | 283,881 | 9,911
Decrease/(increase) in debtors | 2,801 | (154,760)
(Increase) in amounts owed by groups | (1,134,848) | (2,056,496)
(Decrease)/increase in creditors | (13,240) | 35,038
Corporation tax (paid) | (124,323) | (233,374)
Net cash generated from operating activities | (22,307) | (2,674,225)
Cash flows from investing activities |  |
Interest received | 109,030 | 119,751
Net cash from investing activities | 109,030 | 119,751
Net increase/(decrease) in cash and cash equivalents | 86,723 | (2,554,474)
Cash and cash equivalents at beginning of year | 2,400,916 | 4,955,390
Cash and cash equivalents at the end of year | 2,487,639 | 2,400,916
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,487,639 | 2,400,916
| 2,487,639 | 2,400,916
The notes on pages 14 to 26 form part of these financial statements.
Page 12
CEDERBERG CAPITAL LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 MARCH 2025
| At 1 April 2024 | Cash flows | At 31 March 2025
| £ | £ | £
Cash at bank and in hand | 2,400,916 | 86,720 | 2,487,636
Pension creditor | (5,483) | 4,750 | (733)
| 2,395,433 | 91,470 | 2,486,903
The notes on pages 14 to 26 form part of these financial statements.
Page 13
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
Cederberg Capital Limited is a company incorporated in England, limited by its share capital. The Company's registered office address is 91 Jermyn Street, London, SW1Y 6JB. 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 Statement of comprehensive income in these financial statements. 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.
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is derived from fee income which is stated net of value added tax, and is earned on the supply of investment advisory and management services, a continuing activity. Fees are recognised on an accrual basis. Performance fee income is recognised once the entity is legally entitled to it.
| 2.4 | Operating expenses
Operating expenses include depreciation expenses, IT expenses, staff costs, marketing and research, professional fees and travel costs. Expenses are recorded on an accruals basis. Page 14
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.5 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | between 3 and 5 years
|  |  |  | Software | - | fully depreciated in year of acquisition
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.6 | 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.
| 2.7 | 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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.8 | 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. Page 15
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
| 2.10 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 16
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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. 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.12 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.13 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.14 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 17
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.15 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.16 | 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.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, 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. There are however considered to be no areas subject to such material judgement and estimation uncertainty. Page 18
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Investment management fees | 4,999,732 | 5,614,996
|  | 4,999,732 | 5,614,996
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (6,326) | 16,914
| Other operating lease rentals | 169,151 | 173,043
6. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements | 13,250 | 14,175
Page 19
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
7. | Employees
| Staff costs, including director's remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 2,148,070 | 3,510,655 | 1,520,604 | 2,097,978
| Social security costs | 215,916 | 371,630 | 197,623 | 352,137
| Cost of defined contribution scheme | 77,956 | 65,172 | 55,929 | 45,069
|  | 2,441,942 | 3,947,457 | 1,774,156 | 2,495,184
| The average monthly number of employees, including the director, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Employees | 10 | 10 | 7 | 7
8. | Director's remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Director's emoluments | 225,500 | 594,255
|  | 225,500 | 594,255
| The highest paid director received remuneration of £225,500 (2024 - £594,255).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).
| The value of the Group's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).
| The total accrued pension provision of the highest paid director at 31 March 2025 amounted to £NIL (2024 - £NIL).
| The amount of the accrued lump sum in respect of the highest paid director at 31 March 2025 amounted to £NIL (2024 - £NIL).
Page 20
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 218,259 | 15,798
|  | 218,259 | 15,798
| Foreign tax |  |
| Foreign tax on income for the year | 66,284 | -
|  | 66,284 | -
| Total current tax | 284,543 | 15,798
| Deferred tax |  |
| Origination and reversal of timing differences | (662) | (5,887)
| Total deferred tax | (662) | (5,887)
|  | 283,881 | 9,911
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 1,348,201 | (173,704)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 317,097 | (43,426)
| Effects of: |  |
| Fixed asset differences | - | 2,690
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 140,533 | 14,193
| Capital allowances for year in excess of depreciation | - | 36,454
| Unrelieved loss on foreign subsidiaries | (151,749) | -
| Other differences leading to an increase (decrease) in the tax charge | (22,000) | -
| Total tax charge for the year | 283,881 | 9,911
Page 21
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 9.Taxation (continued)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
10. | Dividends
11. | Tangible fixed assets
| Group and Company
|  | Office equipment | Software | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 April 2024 | 156,921 | 19,924 | 176,845
| At 31 March 2025 | 156,921 | 19,924 | 176,845
| Depreciation |  |  |
| At 1 April 2024 | 148,789 | 19,924 | 168,713
| Charge for the year on owned assets | 8,132 | - | 8,132
| At 31 March 2025 | 156,921 | 19,924 | 176,845
| Net book value |  |  |
| At 31 March 2025 | - | - | -
| At 31 March 2024 | 8,132 | - | 8,132
Page 22
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
12. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 April 2024 | 1,342,838
| Amounts written off | (545,623)
| At 31 March 2025 | 797,215
| Cederberg China has confirmed to be in the process of being wound up in 2025 , Cederberg Capital are not expected to recieve any sums as part of this therefore the investment in subsidiary value has been written down to £1 as at 31 March 2025.
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Cederberg China | Room 2455 Cloud 9 International Plaza No. 1018, Shanghai 200042 China | Ordinary | 100%
| Cederberg Capital Asia Ltd | 8 Observatory Road, Tsim Sha Tsui, Kowloon, Hong Kong | Ordinary | 100%
13. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 3,628 | - | 3,628 | -
| Amounts owed by group undertakings | 1,658,124 | 523,276 | 2,051,624 | 524,944
| Other debtors | 1,745,974 | 1,610,627 | 1,353,075 | 1,196,249
| Prepayments and accrued income | 559,684 | 648,211 | 540,884 | 621,964
|  | 3,967,410 | 2,782,114 | 3,949,211 | 2,343,157
Page 23
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
14. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 2,487,636 | 2,400,916 | 2,234,283 | 1,937,010
|  | 2,487,636 | 2,400,916 | 2,234,283 | 1,937,010
15. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 50,181 | 59,611 | 47,344 | 48,861
| Amounts owed to group undertakings | - | - | 1,155,574 | 87,353
| Corporation tax | 337,792 | 124,323 | 271,508 | 124,323
| Other taxation and social security | 12,835 | 14,991 | 9,339 | 9,885
| Other creditors | 67,689 | 14,099 | 10,471 | 12,307
| Accruals and deferred income | 141,434 | 196,681 | 131,241 | 171,171
|  | 609,931 | 409,705 | 1,625,477 | 453,900
16. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (662)
| Charged to the profit or loss | 662
| At end of year | -
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accelerated capital allowances | - | (662) | - | (662)
|  | - | (662) | - | (662)
Page 24
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary share of £1.00 | 1 | 1
18. | Reserves
Profit and loss account The profit and loss account represents the cumulative profit available for distribution to shareholders.
19. | Pension commitments
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £77,956 (2024: £65,172).
20. | Commitments under operating leases
| At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 165,240 | 163,135
| Later than 1 year and not later than 5 years | 523,260 | 660,960
| Later than 5 years | - | 27,540
|  | 688,500 | 851,635
Page 25
CEDERBERG CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
21. | Related party transactions
| At the year end, the shareholders of the parent company owed Cederberg Capital Limited £1,009,145 (2024: £858,188). This amount is included within other debtors. The company has taken the exemption available in FRS102 not to disclose transactions between group entities that are eliminated on consolidation. Cederberg Capital (Cayman) Cederberg Capital (Cayman) is the immediate and ultimate parent company, and is registered in the Cayman Islands. As at 31 March 2024, the amount due to Cederberg Capital (Cayman) was £1,634,238 (2024: £nil. Due from Cederberg Capital (Cayman) was £nil (2024: £522,360).
22. | Controlling party
The company is a wholly owned subsidiary of Cederberg Capital (Cayman), a company registered in the Cayman Islands. The ultimate controlling party is Dawid Krige.
Page 26