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Registered number: OC355922 HIGHCLERE INTERNATIONAL INVESTORS LLP ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
HIGHCLERE INTERNATIONAL INVESTORS LLP CONTENTS
| Page
Members' report | 2 - 3
Independent auditors' report | 4 - 6
Consolidated profit and loss account | 7
Consolidated statement of comprehensive income | 8
Consolidated balance sheet | 9 - 10
LLP balance sheet | 11
Consolidated reconciliation of members' interests | 12
LLP reconciliation of members' interests | 13
Consolidated statement of cash flows | 14
Notes to the financial statements | 15 - 24
HIGHCLERE INTERNATIONAL INVESTORS LLP INFORMATION
Designated Members | E L Makin
| F W Gilmour
Members | Highclere Investment Management Limited
| R J Gordon
| D Gray
| R Adams (resigned 31 December 2024)
| W Balfour
| A Soni
| E Tapp
| W Hardwick
| W Sumner
| H Streeter
| A Platts (resigned 5 July 2024)
| J Klinckner
LLP registered number | OC355922
Registered office | 12 Manchester Square London W1U 3PP
Independent auditor | Blick Rothenberg Audit LLP Chartered Accountants 16 Great Queen Street Covent Garden London WC2B 5AH
Bankers | HSBC Bank Plc 62-76 Park Street London SE1 9DZ
| The Northern Trust Company 50 South La Salle Street Chicago, IL 60675 USA
Page 1
HIGHCLERE INTERNATIONAL INVESTORS LLP MEMBERS' REPORT FOR THE YEAR ENDED 31 MARCH 2025 The members present their annual report together with the audited financial statements of Highclere International Investors LLP (the "LLP and the Group") for the ended 31 March 2025. Principal activities The principal activity of the LLP is that of investment management. The LLP is authorised and regulated by the Financial Conduct Authority ('FCA'). Designated Members E L Makin and F W Gilmour were designated members of the LLP and the Group throughout the period. Members' capital and interests Members share profits and losses in accordance with agreed profit sharing arrangements. Members' capital is determined by the regulatory capital requirements of the FCA and any trading needs of the LLP. Capital contributed by the corporate member may not be repaid except where allowed under FCA rules. Capital contributed by any member other than the corporate member may be repaid provided that the repayment does not give rise to a violation of the LLP's regulatory capital requirements or the inability of the LLP to meet its legal, financial, insurance or client obligations. Public disclosures The firm has documented the disclosures required by the FCA under MIFIDPRU. These are available from the LLP's website at www.highclereinvestors.com Members' responsibilities statement The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the LLP and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the members are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the LLP and the Group and hence Page 2
HIGHCLERE INTERNATIONAL INVESTORS LLP MEMBERS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 for taking reasonable steps for the prevention and detection of fraud and other irregularities. Disclosure of information to auditors Each of the persons who are members at the time when this members' report is approved has confirmed that: ∙so far as that member is aware, there is no relevant audit information of which the Group's auditors are unaware, and ∙that member has taken all the steps that ought to have been taken as a member in order to be aware of any relevant audit information and to establish that the Group's auditors are aware of that information. Auditors The auditors, Blick Rothenberg Audit LLP, have indicated their willingness to continue in office. The Designated members will propose a motion re-appointing the auditors at a meeting of the members. This report was approved by the members on 7 July 2025 and signed on their behalf by:
E L Makin Designated member | F W Gilmour Designated member
Page 3
HIGHCLERE INTERNATIONAL INVESTORS LLP INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HIGHCLERE INTERNATIONAL INVESTORS LLP FOR THE YEAR ENDED 31 MARCH 2025
Opinion
We have audited the financial statements of Highclere International Investors LLP (the 'parent LLP') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the LLP balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the LLP 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 LLP'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, as applied to limited liability partnerships by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.
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 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 members' 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 LLP'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 members with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The members are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and 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. Page 4
HIGHCLERE INTERNATIONAL INVESTORS LLP INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HIGHCLERE INTERNATIONAL INVESTORS LLP (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006, as applied to limited liability partnerships, requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent LLP, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent LLP financial statements are not in agreement with the accounting records and returns; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of members
As explained more fully in the members' responsibilities statement set out on page 2, the members are 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 members determine 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 members are responsible for assessing the Group's and the parent LLP'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 members either intend to liquidate the Group or the parent LLP or to cease operations, or have no realistic alternative but to do so.
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 auditors' 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: We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and noncompliance with laws and regulations, our procedures included the following: enquiring of management concerning the Group’s policies with regards identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the Group’s policies detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the Group’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the Group operates in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the Group. The key laws and regulations we considered in this context included the UK Companies Act 2006, as applied to limited liability partnerships, the Financial Services and Markets Act 2000 and applicable tax legislation. One particular focus area was the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the Group for evidence of any large or unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries Page 5
HIGHCLERE INTERNATIONAL INVESTORS LLP INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HIGHCLERE INTERNATIONAL INVESTORS LLP (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 and other adjustments. Another focus area was non-compliance with the rules of the Financial Conduct Authority (‘the FCA’). The parent LLP was authorised and regulated by the FCA throughout the period. Our procedures to respond to risks identified included the following: reviewing correspondence between the LLP and the FCA, performing analytical review to detect receipts of client money and remaining alert to the possibility of accidental receipt of client monies; and discussion of regulatory matters with the appointed officers of the LLP. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities 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 auditors' report.
Use of our report
This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied by Part 12 of The Limited Liability Partnerships (Accounts and Audit) (Applications of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in an auditors' 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 LLP and the LLP's members, as a body, for our audit work, for this report, or for the opinions we have formed. Richard Hinton (senior statutory auditor) for and on behalf of Blick Rothenberg Audit LLP Chartered Accountants Statutory Auditor 16 Great Queen Street Covent Garden London WC2B 5AH 7 July 2025 Page 6
HIGHCLERE INTERNATIONAL INVESTORS LLP CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Turnover |  | 12,829,845 | 19,124,479
Administrative expenses |  | (6,319,752) | (8,073,092)
Other operating income | 3 | 3,304 | -
Operating profit | 4 | 6,513,397 | 11,051,387
Realised gain on disposal of fixed asset investments |  | 5,543 | -
Interest receivable and similar income |  | 216,401 | 263,966
Fair value movements on forward contracts |  | - | (106,112)
Profit before tax |  | 6,735,341 | 11,209,241
Tax on profit | 9 | (14,190) | (16,433)
Profit for the year before members' remuneration and profit shares |  | 6,721,151 | 11,192,808
Profit for the year before members' remuneration and profit shares |  | 6,721,151 | 11,192,808
Members' remuneration charged as an expense |  | (6,685,741) | (11,156,090)
Profit for the financial year available for discretionary division among members |  | 35,410 | 36,718
The notes on pages 15 to 24 form part of these financial statements.
Page 7
HIGHCLERE INTERNATIONAL INVESTORS LLP CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Profit for the financial year |  | 35,410 | 36,718
Other comprehensive income |  |  |
Unrealised (deficit)/surplus on revaluation of fixed asset investments |  | (10,557) | 33,825
Realised gain on disposal of fixed asset investments transferred to the profit and loss account |  | (5,543) | -
Foreign exchange differences on translation of net assets of overseas subsidiary undertaking |  | (18,701) | (14,550)
Other comprehensive income for the year |  | (34,801) | 19,275
Total comprehensive income for the year |  | 609 | 55,993
The notes on pages 15 to 24 form part of these financial statements.
Page 8
|  | REGISTERED NUMBER:OC355922
HIGHCLERE INTERNATIONAL INVESTORS LLP CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 10 |  | 220,905 |  | 342,382
Investments | 11 |  | 600,756 |  | 625,597
|  |  | 821,661 |  | 967,979
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 1,144,031 |  | 2,065,839 |
Cash at bank and in hand |  | 5,558,803 |  | 4,665,881 |
|  | 6,702,834 |  | 6,731,720 |
Creditors: amounts falling due within one year | 13 | (1,381,692) |  | (2,158,618) |
Net current assets |  |  | 5,321,142 |  | 4,573,102
Total assets less current liabilities |  |  | 6,142,803 |  | 5,541,081
Net assets attributable to members |  |  | 6,142,803 |  | 5,541,081
Capital and reserves |  |  |  |  |
Loans and other debts due to members within one year |  |  |  |  |
Members' capital classified as a liability |  |  | 162,500 |  | 166,500
Other amounts | 14 |  | 1,173,358 |  | 2,368,245
|  |  | 1,335,858 |  | 2,534,745
Members' other interests |  |  |  |  |
Members' capital classified as equity |  | 3,996,000 |  | 2,196,000 |
Revaluation reserve classified as equity |  | 194,117 |  | 210,217 |
Other reserves classified as equity |  | 616,828 |  | 600,119 |
|  |  | 4,806,945 |  | 3,006,336
|  |  | 6,142,803 |  | 5,541,081
Total members' interests |  |  |  |  |
Loans and other debts due to members | 14 |  | 1,335,858 |  | 2,534,745
Members' other interests |  |  | 4,806,945 |  | 3,006,336
|  |  | 6,142,803 |  | 5,541,081
The financial statements were approved and authorised for issue by the members and were signed on their behalf on 7 July 2025. Page 9
|  | REGISTERED NUMBER:OC355922
HIGHCLERE INTERNATIONAL INVESTORS LLP CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 MARCH 2025
E L Makin | F W Gilmour
Designated member | Designated member
The notes on pages 15 to 24 form part of these financial statements. Page 10
|  | REGISTERED NUMBER:OC355922
HIGHCLERE INTERNATIONAL INVESTORS LLP LLP BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 10 |  | 220,905 |  | 342,382
Investments | 11 |  | 11 |  | 11
|  |  | 220,916 |  | 342,393
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 1,128,565 |  | 2,056,896 |
Cash at bank and in hand |  | 5,401,604 |  | 4,563,958 |
|  | 6,530,169 |  | 6,620,854 |
Creditors: amounts falling due within one year | 13 | (1,419,227) |  | (2,232,502) |
Net current assets |  |  | 5,110,942 |  | 4,388,352
Net assets attributable to members |  |  | 5,331,858 |  | 4,730,745
Represented by: |  |  |  |  |
Loans and other debts due to members within one year |  |  |  |  |
Members' capital classified as a liability |  |  | 162,500 |  | 166,500
Other amounts |  |  | 1,173,358 |  | 2,368,245
|  |  | 1,335,858 |  | 2,534,745
Members' other interests |  |  |  |  |
Members' capital classified as equity |  |  | 3,996,000 |  | 2,196,000
|  |  | 5,331,858 |  | 4,730,745
Total members' interests |  |  |  |  |
Loans and other debts due to members |  |  | 1,335,858 |  | 2,534,745
Members' other interests |  |  | 3,996,000 |  | 2,196,000
|  |  | 5,331,858 |  | 4,730,745
The LLP's profit for the year available for discretionary division among members was £nil (2024 - £nil). The LLP had no items of other comprehensive income in the year (2023 - £nil). The financial statements were approved and authorised for issue by the members and were signed on their behalf on 7 July 2025.
E L Makin | F W Gilmour
Designated member | Designated member
The notes on pages 15 to 24 form part of these financial statements. Page 11

HIGHCLERE INTERNATIONAL INVESTORS LLP |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
|  | Members capital (classified as equity) | Revaluation reserve | Other reserves | Total equity
|  | £ | £ | £ | £
| Members' interests: balance at 1 April 2021 | 2,196,000 | 176,392 | 576,571 | 2,948,963
| Comprehensive income for the year |  |  |  |
| Profit for year for discretionary division among members | - | - | 36,718 | 36,718
| Impairment adjustment - other fixed assets | - | 33,825 | - | 33,825
| Other movement type 2 | - | - | (13,170) | (13,170)
| At 1 April 2024 | 2,196,000 | 210,217 | 600,119 | 3,006,336
| Profit for year for discretionary division among members | - | - | 35,410 | 35,410
| Impairment adjustment - other fixed assets | - | (10,557) | - | (10,557)
| Other movement type 2 | - | - | (18,701) | (18,701)
| Contributions by and distributions to members |  |  |  |
| Capital introduced by members | 1,800,000 | - | - | 1,800,000
| Transfer to/from profit and loss account | - | (5,543) | - | (5,543)
| At 31 March 2025 | 3,996,000 | 194,117 | 616,828 | 4,806,945
The notes on pages 15 to 24 form part of these financial statements.
Page 12

HIGHCLERE INTERNATIONAL INVESTORS LLP LLP STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| members' capital (classified as equity) | Total equity
| £ | £
At 1 April 2023 | 2,196,000 | 2,196,000
Comprehensive income for the year |  |
Other comprehensive income for the year | - | -
Total comprehensive income for the year | - | -
Total transactions with members | - | -
At 1 April 2024 | 2,196,000 | 2,196,000
Comprehensive income for the year |  |
Other comprehensive income for the year | - | -
Total comprehensive income for the year | - | -
Contributions by and distributions to members |  |
Capital introduced by members | 1,800,000 | 1,800,000
Total transactions with members | 1,800,000 | 1,800,000
At 31 March 2025 | 3,996,000 | 3,996,000
| The notes on pages 15 to 24 form part of these financial statements.
Page 13
HIGHCLERE INTERNATIONAL INVESTORS LLP CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 35,410 | 36,718
Adjustments for: |  |
Members' remuneration charged as an expense | 6,685,741 | 11,156,090
Depreciation of tangible assets | 121,476 | 115,193
Interest receivable | (216,401) | (263,966)
Tax charge | 14,190 | 16,433
Decrease in debtors | 921,545 | 744,821
Decrease in creditors | (776,926) | (324,456)
Corporation tax paid | (14,089) | (7,684)
Amounts withdrawn by members | (7,880,628) | (17,805,343)
Net cash generated from operating activities | (1,109,682) | (6,332,194)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | - | (113,105)
Interest received | 216,401 | 263,966
Net cash from investing activities | 216,401 | 150,861
Cash flows from financing activities |  |
Members' capital as equity introduced | 1,800,000 | -
Members' capital as debt repaid | (4,000) | (10,500)
Members' capital as debt introduced | - | 4,000
Net cash used in financing activities | 1,796,000 | (6,500)
Net increase/(decrease) in cash and cash equivalents | 902,719 | (6,187,833)
Cash and cash equivalents at beginning of year | 4,665,881 | 10,854,679
Foreign exchange gains and losses | (9,797) | (965)
Cash and cash equivalents at the end of year | 5,558,803 | 4,665,881
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 5,558,803 | 4,665,881
| 5,558,803 | 4,665,881
The notes on pages 15 to 24 form part of these financial statements.
Page 14
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 1.Accounting policies
| 1.1 | Basis of preparation of financial statements
Highclere International Investors LLP is a limited liability partnership incorporated in the UK. The principal activity of the LLP is detailed in the members' report. The LLP's registered address is 12 Manchester Square, London, W1U 3PP. 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 as applied to LLPs. The LLP has elected to apply the recognition and measurement provisions of IAS 39 Financial Instruments: Recognition and Measurement (as adopted for use in the EU) to its financial statements. As a qualifying entity under Financial Reporting Standard 102, the parent LLP has taken advantage of the exemptions from preparing a cash flow statement and certain disclosure around financial instruments on the basis that equivalent information is provided on a consolidated basis in these financial statements. As permitted by section 408(3) of the Companies Act 2006, as applied to limited liability partnerships, the parent LLP's individual profit and loss account has not been included in these financial statements. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies. The designated members do not consider there to be any key accounting estimates or judgments that materially affect the financial statements.
| 1.2 | Basis of consolidation
The consolidated financial statements present the results of the LLP 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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 1.3 | Revenue
Revenue comprises the fair value of the sale of services, net of value added tax and rebates. On-going investment management fees are recognised when they are earned, based on specific contracts.
| 1.4 | Tangible fixed assets
Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives on the following bases: Page 15
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 1.Accounting policies (continued)
| 1.4 | Tangible fixed assets (continued)
The estimated useful lives range as follows:
|  |  |  | Leasehold improvements | - | over the life of the lease
|  |  |  | Office equipment | - | 1 to 3 years
|  |  |  | Computer equipment | - | 1 to 5 years
| 1.5 | Valuation of investments
Investments held as fixed assets comprise investments in commingled funds and investments in related undertakings. Investments in related undertakings are initially measured at cost, thereafter reviewed for impairment. Investments in commingled funds are classified as available-for-sale financial assets. They are stated at the net asset value of the company's proportionate share of the applicable fund. The entity has elected to apply the provisions of IAS 39 in lieu of the FRS 102 treatment of financial assets. Accordingly revaluation gains are recognised in Other Comprehensive Income and transferred to a Revaluation reserve. Accumulated revaluation gains will be recycled through the Profit and Loss account on the realisation of the gain.
| 1.6 | Financial Instruments
The LLP has taken out foreign exchange forward contracts to protect against future currency fluctuations. Forward contracts are initially recorded at fair value and are subsequently remeasured at fair value based on mid-market forward rate, with gains and losses recognised in profit or loss. The LLP has chosen not to adopt hedge accounting. Aside from foreign exchange forward contracts the group's financial instruments arise directly from operations. All trade and other debtors are initially recognised at transactions value, as none contain in substance a financing transactions. Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The group does not hold collateral against its trade and other receivables so its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment. The group's cash holdings comprise on demand balances and deposit accounts. All cash is held with banks with strong external credit ratings. Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished. The group has only short term receivables and payables, the latter including amounts due to members. Note 16 provides details of the group's overall liquidity position at the balance sheet date. Page 16
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 1.Accounting policies (continued)
| 1.7 | Foreign currency translation
Functional and presentation currency The LLP'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. 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.
| 1.8 | Taxation
The taxation payable on the profits of the LLP is the personal liability of the members during the period. Tax is provided for in the accounts on the profits of the subsidiary undertaking, Highclere International Investors Inc., at the rate of taxation ruling in the United States of America for the period.
| 1.9 | Members' profit allocation
The LLP agreement provides that the profits of the LLP are automatically allocated to the members each year. These amounts are included as an expense in the profit and loss account after arriving at "profit for the financial year before members' remuneration and profit shares".
| 1.10 | Related party transactions
Highclere International Investors LLP has not disclosed transactions with its subsidiary on the basis that the subsidiary is wholly owned. Page 17
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
2. | Turnover
The whole of the turnover is attributable to the principal activity of the group. Turnover represents the amounts derived from the provision of services which fall within the Group's ordinary activities. The Group has a single principal activity, being the provision of investment management services principally to clients domiciled outside the United Kingdom and management fees are accrued as earned. All turnover arose within the United Kingdom.
| All turnover arose within the United Kingdom.
3. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Rental income | 3,304 | -
4. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 121,477 | 115,193
| Exchange differences | (2,819) | 3,423
5. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| The auditing of accounts of associates of the Group pursuant to legislation | 23,100 | 22,000
| Fees payable to the LLP's auditor in respect of taxation compliance services | 2,950 | 2,800
| Fees payable to the LLP's auditor in respect of non-audit services not included above | 108,455 | 42,385
Page 18
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
6. | Employees
| Staff costs were as follows:
|  | Group | Group | LLP | LLP
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 1,792,030 | 2,622,782 | 1,365,019 | 2,026,588
| Social security costs | 272,237 | 221,816 | 250,750 | 193,791
|  | 2,064,267 | 2,844,598 | 1,615,769 | 2,220,379
| The average monthly number of persons (including members with contracts of employment) employed during the year was as follows:
|  |  | Group | Group | LLP | LLP
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Investment, operations and administrative staff | 22 | 23 | 21 | 22
7. | Information in relation to members
|  |  |  |  | 2025 | 2024
|  |  |  |  | Number | Number
| The average number of members during the year was | 13 | 14
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| The amount of profit attributable to the member with the largest entitlement was | 2,850,805 | 5,848,454
8. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest receivable | 216,401 | 263,966
|  | 216,401 | 263,966
Page 19
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Foreign tax |  |
| Foreign tax on income for the year | 14,190 | 16,433
|  | 14,190 | 16,433
| Total current tax | 14,190 | 16,433
| Tax on profit | 14,190 | 16,433
| Factors affecting tax charge for the year
| The tax assessed for the year differs from the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 6,735,341 | 11,209,241
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 1,683,835 | 2,802,310
| Effects of: |  |
| Foreign income taxed at other rates | 1,791 | 3,146
| Profits taxed personally on the members of the LLP | (1,671,436) | (2,789,023)
| Total tax charge for the year | 14,190 | 16,433
Page 20
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
10. | Tangible fixed assets
| Group and LLP
|  | Short-term leasehold property | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 April 2024 | 502,962 | 130,412 | 509,779 | 1,143,153
| At 31 March 2025 | 502,962 | 130,412 | 509,779 | 1,143,153
| Depreciation |  |  |  |
| At 1 April 2024 | 284,587 | 115,557 | 400,627 | 800,771
| Charge for the year | 52,746 | 3,565 | 65,166 | 121,477
| At 31 March 2025 | 337,333 | 119,122 | 465,793 | 922,248
| Net book value |  |  |  |
| At 31 March 2025 | 165,629 | 11,290 | 43,986 | 220,905
| At 31 March 2024 | 218,375 | 14,855 | 109,152 | 342,382
Page 21
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
11. | Fixed asset investments
| Group
|  | Investments in commingled funds
|  | £
| Cost or valuation |
| At 1 April 2024 | 625,597
| Additions | 123,209
| Disposals | (123,209)
| Foreign exchange movement | (14,285)
| Revaluations | (10,556)
| At 31 March 2025 | 600,756
| LLP
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 April 2024 | 11
| At 31 March 2025 | 11
| Subsidiary undertaking
| The following was a subsidiary undertaking of the LLP:
| Name | Registered office | Principal activity | Class of shares | Holding
| Highclere International Investors Inc. | USA | Marketing and client relations | Ordinary | 100%
| The registered office address of Highclere International Investors Inc. is 55 Post Road W, 2nd Floor, Westport, Connecticut 06880, USA.
Page 22
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
12. | Debtors
|  | Group | Group | LLP | LLP
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 786,678 | 1,418,188 | 786,678 | 1,418,188
| Amounts owed by other participating interests | 19,671 | - | 19,671 | -
| Other debtors | 105,362 | 134,613 | 102,056 | 131,044
| Prepayments and accrued income | 232,320 | 513,038 | 220,160 | 507,664
|  | 1,144,031 | 2,065,839 | 1,128,565 | 2,056,896
13. | Creditors: Amounts falling due within one year
|  | Group | Group | LLP | LLP
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 135,183 | 481,838 | 129,551 | 463,454
| Amounts owed to group undertakings | - | - | 211,649 | 218,644
| Amounts owed to other participating interests | - | 36,860 | - | 36,860
| Other taxation and social security | 35,951 | 44,690 | 35,085 | 43,804
| Accruals and deferred income | 1,210,558 | 1,595,230 | 1,042,942 | 1,469,740
|  | 1,381,692 | 2,158,618 | 1,419,227 | 2,232,502
14. | Loans and other debts due to members
|  | Group | Group | LLP | LLP
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Members' capital treated as debt | 162,500 | 166,500 | 162,500 | 166,500
| Other amounts due to members | 1,173,358 | 2,368,245 | 1,173,358 | 2,368,245
|  | 1,335,858 | 2,534,745 | 1,335,858 | 2,534,745
Loans and other debts due to members rank equally with debts due to ordinary creditors in the event of a winding up. Page 23
HIGHCLERE INTERNATIONAL INVESTORS LLP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
| 15. | Analysis of net debt (Group)
|  |  | At 1 April 2024 | Arising from cash flows | Other non-cash changes | Changes in market value and exchange rate movements | At 31 March 2025
|  |  | £ | £ | £ | £ | £
| Cash at bank and in hand | 4,665,881 | 902,719 | - | (9,797) | 5,558,803
| Net debt (before members' debt) | 4,665,881 | 902,719 | - | (9,797) | 5,558,803
| Loans and other debts due to members |  |  |  |  |
| Members' capital | (166,500) | 4,000 | - | - | (162,500)
| Other amounts due to members | (2,368,245) | 7,880,628 | (6,685,741) | - | (1,173,358)
| Net debt | 2,131,136 | 8,787,347 | (6,685,741) | (9,797) | 4,222,945
16. | Related party transactions
| During the year, management fees of £106,801 (2024: £221,175) were charged on the investments held in the LLP's funds by Highclere Investment Management Limited, a related party by virtue of common control. During the year, Highclere Investment Management Limited charged office rent totalling £394,047 (2024: £392,619) to the LLP. As at 31 March 2025, the LLP was owed £19,671 (2024: £38,860 owed to) by Highclere Investment Management Limited in respect of expenses paid on behalf of the LLP.
Page 24