The directors present their annual report and financial statements for the year ended 31 May 2024.

The principal activity of the company continued to be that of providing group management and financing services.

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

The financial statements have been prepared on a going concern basis. The Company has incurred losses in the current and prior years, has net liabilities, and is dependent upon financial support from related entities.

While the directors expect the Company to achieve profitability in the near future, the Company will remain dependent upon this funding until such a time as it has generated enough cash through profitable trading to enable it to meet its liabilities as and when they fall due.

The directors have confirmed that sufficient funds will be made available from a related party undertaking, and they have therefore prepared the financial statements on a going concern basis. The directors expect that for all other related party creditors where there is common control, amounts will only be called by the related parties if this will not impact on R20 Advisory Limited's ability to meet its financial obligations as they fall due for a period of at least 12 months from the date of signing the financial statements.

The directors of the Company, after careful consideration of the matters set out above together with the cash flow requirement of the company from the date of the approval of these accounts have concluded that it is appropriate to prepare the financial statements as a going concern.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of R20 Advisory Limited for the year ended 31 May 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.

This report is made solely to the board of directors of R20 Advisory Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of R20 Advisory Limited and state those matters that we have agreed to state to the board of directors of R20 Advisory Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than R20 Advisory Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that R20 Advisory Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of R20 Advisory Limited. You consider that R20 Advisory Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of R20 Advisory Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

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

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

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

R20 Advisory Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor Leconfield House, Curzon Street, London, W1J 5JA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention, modified to include and certain investments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The financial statements have been prepared on a going concern basis. The Company has incurred losses in truethe current and prior years, has net liabilities, and is dependent upon financial support from related entities.

While the directors expect the Company to achieve profitability in the near future, the Company will remain dependent upon this funding until such a time as it has generated enough cash through profitable trading to enable it to meet its liabilities as and when they fall due.

The directors have confirmed that sufficient funds will be made available from a related party undertaking, and they have therefore prepared the financial statements on a going concern basis. The directors expect that for all other related party creditors where there is common control, amounts will only be called by the related parties if this will not impact on R20 Advisory Limited's ability to meet its financial obligations as they fall due for a period of at least 12 months from the date of signing the financial statements.

The directors of the Company, after careful consideration of the matters set out above together with the cash flow requirement of the company from the date of the approval of these accounts have concluded that it is appropriate to prepare the financial statements as a going concern.

Turnover comprises revenue earned by the company in respect of management services provided during the period and is recognised when services have been provided, exclusive of Value Added Tax and trade discounts.

Rental income on assets leased under operating leases is recognised on a straight-line basis over the lease term.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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

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

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

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

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

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

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

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

Interest in listed entities initially measured at cost and are subsequently measured at fair value at each reporting date.

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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

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

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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

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

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

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

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

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

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

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

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

An assessment is made at each reporting date of whether there are indications that amounts due from group undertakings and amounts due from related parties may need to be provided for or that a provision previously recognised should be partially or fully reversed. If such indications exist, the company estimates the recoverable amount of the debtor.

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

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

The company provides funding to and receives funds from the Tchenguiz Discretionary Trust and certain companies were controlled by the Tchenguiz Discretionary Trust. The company also provides funding to and receives funding from other Tchenguiz family trusts, of which the director, R Tchenguiz and family members are a beneficiary and certain companies are controlled by those trusts.

Amounts due to related parties:

Aside from the Oaklend balance, all other amounts due to related parties are interest free and repayable on demand. During the year, interest of £944,544 (2023: £311,722) was charged to the profit and loss.

Amount due from related parties:

During the year interest of £150,098 (2023: £147,155) was accrued on the balance owed by Sienna Investments SARL.

In the year rent of £1,337,878 (2023: £831,025) was payable to Leconfield House Limited, a related party.

During the year, the provision on the amount owed by Pipesafe Limited was increased to £429,153 (2023: £234,418) so that the full balance outstanding was provided against.

A management fee of £2,400,000 (2023: £2,400,000) was charged to the Tchenguiz Discretionary A Trust, the ultimate controlling party.

The company has undertaken advantage of the exemptions provided by section 33 of FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is party to the transaction is wholly owned by a member of that group.

The Company's immediate and ultimate parent company is Dunain Holdings Limited, a company incorporated in the British Virgin Islands.

The directors considers the Company's ultimate controlling party to be the Tchenguiz Discretionary A Trust.

During the year, it transpired that the proceeds received in 2022 following the disposal of shares in First Group should have been repaid to Iver Resources Limited by virtue of a Declaration in Trust in place over the ownership of these shares. The proceeds were used by R20 Advisory Limited to acquire shares in The Hut Group Plc. These shares should never have been reflected on the balance sheet of this company so the prior year adjustment raised removes these shares from the financial statements and removes any revaluation on the profit and loss account.

A further prior year adjustment was noted following the signing of the prior year financial statements. An amount owed by the director should have been offset against an intercompany balance as the loan was ultimately to be paid to the entity. This resulted in a reduction of £714,138 for amounts owed from group undertakings and other creditors. There was no change in net current or net liabilities.