REGISTERED NUMBER: OC403953 (England and Wales)

Report of the Members and

Financial Statements for the Year Ended 31st March 2025

for

Alta Semper Capital LLP

Page

General information

1

Report of the members

2

Report of the independent auditors

4

Income statement

7

Other comprehensive income

8

Statement of financial position

9

Reconciliation of members' interests

10

Statement of cash flows

12

Notes to the financial statements

13

DESIGNATED MEMBERS:

Ms A Jetha

ALTA SEMPER CAPITAL (UK) LTD

REGISTERED OFFICE:

32 Curzon Street

London

W1J 7WS

REGISTERED NUMBER:

OC403953 (England and Wales)

AUDITORS:

Barnes Noble Ltd

Chartered Accountant & Registered Auditor

Unitec House

2 Albert Place

London

N3 1QB

The members present their report with the financial statements of the LLP for the year ended 31st March 2025.

PRINCIPAL ACTIVITY

The principal activity of the LLP in the year under review was providing investment advisory to clients in high growth emerging markets around the world with a focus being in Africa.

DESIGNATED MEMBERS

The designated members during the year under review were:

Ms A Jetha

ALTA SEMPER CAPITAL (UK) LTD

RESULTS FOR THE YEAR AND ALLOCATION TO MEMBERS

The profit for the year before members' remuneration and profit shares was £600,478 (2024 - £75,037 profit).

MEMBERS' INTERESTS

The members participate fully in the LLP's profits, share risks and subscribe to further capital in proportion to their share of profits. On ceasing to be a member, capital repaid is the amount in credit in the member's capital account on cessation date and such additional items, if any, as represents the fair value of the share of such member in the capital of LLP over and above the amount of such capital account.

Each member shall be at liberty to draw out for his/her separate use on account of his accruing profit share such monthly amount as the members decide. If any member has drawn out more than the amount of drawings authorised or more than his profit share in any accounting period that the member shall forwith repay the deficiency to the LLP and until such repayment the amount of such deficiency shall be a first charge on and be set off against future drawings.

STATEMENT OF MEMBERS' RESPONSIBILITIES

The members are responsible for preparing the Report of the Members and the financial statements in accordance with applicable law and regulations.

Legislation applicable to limited liability partnerships 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under legislation applicable to limited liability partnerships 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 of the profit or loss of the LLP 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 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 LLP will continue in business.

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and enable them to ensure that the financial statements comply with the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the members are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the LLP's auditors are unaware, and each member has taken all the steps that she ought to have taken as a member in order to make herself aware of any relevant audit information and to establish that the LLP's auditors are aware of that information.

AUDITORS

The auditors, Barnes Noble Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE MEMBERS:

Ms A Jetha - Designated member

25th July 2025

Opinion

We have audited the financial statements of Alta Semper Capital LLP (the 'LLP') for the year ended 31st March 2025 which comprise the Income statement, Other comprehensive income, Statement of financial position, Statement of cash flows and Notes to the financial statements, 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 LLP's affairs as at 31st March 2025 and of its 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 LLPs 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 LLP in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 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 members are responsible for the other information. The other information comprises the information in the Report of the members, but does not include the financial statements and our Report of the auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 as applied to LLPs requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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 Statement of members' responsibilities set out on page two, 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 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 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 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 a Report of the auditors 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.

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 key laws and regulations we have considered in this context included the Companies Act 2006, pension and tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

o Using our general commercial and sector experience and through discussions with the directors and management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management's own assessment of the risks that irregularities may occur either as a result of fraud or error.

o We examined the company's regulatory and legal correspondence and discussed with the directors and management any known or suspected instances of fraud or non-compliance with laws and regulations.

o We communicated identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

o In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error,as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion."

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the auditors.

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 to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application 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 a Report of the auditors 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.

Romit Basu (Senior Statutory Auditor)

On behalf of Barnes Noble Ltd

Chartered Accountant & Registered Auditor

Unitec House

2 Albert Place

London

N3 1QB

25th July 2025

TURNOVER

1,919,610

1,168,892

Cost of sales

1,072,450

490,857

GROSS PROFIT

847,160

678,035

Administrative expenses

299,662

618,528

547,498

59,507

Other operating income

58,950

16,600

OPERATING PROFIT

4

606,448

76,107

Interest payable and similar expenses

5

5,970

1,070

PROFIT FOR THE FINANCIAL YEAR BEFORE MEMBERS' REMUNERATION AND PROFIT SHARES AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS

600,478

75,037

PROFIT FOR THE FINANCIAL YEAR BEFORE MEMBERS' REMUNERATION AND PROFIT SHARES AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS

600,478

75,037

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

600,478

75,037

FIXED ASSETS

Tangible assets

7

11,357

11,169

CURRENT ASSETS

Debtors: amounts falling due within one year

8

2,431,075

1,509,041

Cash and cash equivalents

7,687

346

2,438,762

1,509,387

CREDITORS

Amounts falling due within one year

9

1,230,328

320,556

NET CURRENT ASSETS

1,208,434

1,188,831

TOTAL ASSETS LESS CURRENT LIABILITIES

and

NET ASSETS ATTRIBUTABLE TO MEMBERS

1,219,791

1,200,000

LOANS AND OTHER DEBTS DUE TO MEMBERS

11

19,791

-

MEMBERS' OTHER INTERESTS

Capital accounts

1,200,000

1,200,000

1,219,791

1,200,000

TOTAL MEMBERS' INTERESTS

Loans and other debts due to members

11

19,791

-

Members' other interests

1,200,000

1,200,000

Amounts due from members

8

(861,780

)

(1,058,372

)

358,011

141,628

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

The financial statements were approved by the members of the LLP and authorised for issue on 25th July 2025 and were signed by:

Ms A Jetha - Designated member

EQUITY

Members' other interests

Members'

capital

(classified

as

Other

equity)

reserves

Total

£

£

£

Balance at 1st April 2024

1,200,000

-

1,200,000

Profit for the financial year available for discretionary division among members

-

600,478

600,478

Members' interests after profit for the year

1,200,000

600,478

1,800,478

Other divisions of profit

-

(600,478

)

(600,478

)

Introduced by members

-

-

-

Drawings on account and distributions of profit

-

-

-

Balance at 31st March 2025

1,200,000

-

1,200,000

DEBT

TOTAL

Loans and other debts due to

MEMBERS'

members less any amounts due

INTERESTS

from members in debtors

Other

amounts

Total

£

£

Amount due to members

-

Amount due from members

(1,058,372

)

Balance at 1st April 2024

(1,058,372

)

141,628

Profit for the financial year available for discretionary division among members

-

600,478

Members' interests after profit for the year

(1,058,372

)

742,106

Other divisions of profit

600,478

-

Introduced by members

54,046

54,046

Drawings on account and distributions of profit

(438,141

)

(438,141

)

Amount due to members

19,791

Amount due from members

(861,780

)

Balance at 31st March 2025

(841,989

)

358,011

EQUITY

Members' other interests

Members'

capital

(classified

as

Other

equity)

reserves

Total

£

£

£

Balance at 1st April 2023

1,200,000

-

1,200,000

Profit for the financial year available for discretionary division among members

-

75,037

75,037

Members' interests after profit for the year

1,200,000

75,037

1,275,037

Other divisions of profit

-

(75,037

)

(75,037

)

Introduced by members

-

-

-

Drawings on account and distributions of profit

-

-

-

Balance at 31st March 2024

1,200,000

-

1,200,000

DEBT

TOTAL

Loans and other debts due to

MEMBERS'

members less any amounts due

INTERESTS

from members in debtors

Other

amounts

Total

£

£

Amount due to members

-

Amount due from members

(899,622

)

Balance at 1st April 2023

(899,622

)

300,378

Profit for the financial year available for discretionary division among members

-

75,037

Members' interests after profit for the year

(899,622

)

375,415

Other divisions of profit

75,037

-

Introduced by members

621

621

Drawings on account and distributions of profit

(234,408

)

(234,408

)

Amount due to members

-

Amount due from members

(1,058,372

)

Balance at 31st March 2024

(1,058,372

)

141,628

Cash flows from operating activities

Cash generated from operations

14

11,309

208,723

Interest paid

(5,970

)

(1,070

)

Net cash from operating activities

5,339

207,653

Cash flows from investing activities

Purchase of tangible fixed assets

(5,308

)

(2,902

)

Net cash from investing activities

(5,308

)

(2,902

)

Transactions with members and former members

Payments to members

(438,141

)

(234,408

)

Contributions by members

54,046

621

(384,095

)

(233,787

)

Cash flows from other financing activities

New loans in year

434,337

12,331

Loan repayments in year

(96,710

)

(15,627

)

337,627

(3,296

)

Net cash from financing activities

(46,468

)

(237,083

)

Decrease in cash and cash equivalents

(46,437

)

(32,332

)

Cash and cash equivalents at beginning of year

15

346

32,678

Cash and cash equivalents at end of year

15

(46,091

)

346

1.	STATUTORY INFORMATION

Alta Semper Capital LLP is registered in England and Wales. The LLP's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£) rounded to the nearest Pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the requirements of the Statement of Recommended Practice, Accounting by Limited Liability Partnerships. The financial statements have been prepared under the historical cost convention.

Turnover

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

Tangible fixed assets

Tangible fixed assets held for the LLPs own use are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is provided on a straight lines basis on all tangible assets at rates calculated to write off the cost, less estimated residual value, of each asset over the expected useful life. The following annual rates have been applied:

Fixtures & Fittings

20% per annum

Computer Equipment

20% per annum

At each statement of financial position date, the LLP reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the LLP estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Hire purchase and leasing commitments

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Classification of share of profits in the cash flow statement

The LLP records profits on an accruals basis and profits are assigned to each member in accordance with their agreed profit sharing ratio.

Going concern

As part of the members assessment of going concern, they have prepared detailed cash flow and profit and loss forecasts for the next 12 months. The forecasts have been prepared on an appropriate basis, taking into account the current economic conditions that exist.

After making appropriate enquires, the members have a reasonable expectation that the company has adequate resources to enable it to continue in operational existence for the foreseeable future. They believe it is appropriate to prepare the accounts on a going concern basis.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks.

Trade and other debtors

Trade and other debtors that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment.

Trade and Other Creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

3.	EMPLOYEE INFORMATION

2025

2024

£

£

Wages and salaries

-

29,167

Social security costs

-

3,479

Other pension costs

-

766

-

33,412

The average number of employees during the year was as follows:

2025

2024

Administration staff

-

1

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Other operating leases

52,247

77,032

Depreciation - owned assets

5,120

6,667

Foreign exchange differences

5,525

(3,886

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Loan

5,970

1,000

Other interest payable

-

70

5,970

1,070

6.	INFORMATION IN RELATION TO MEMBERS

2025

2024

The average number of members during the year was

2

2

7.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

Cost

At 1st April 2024

50,345

66,956

117,301

Additions

4,800

508

5,308

At 31st March 2025

55,145

67,464

122,609

Depreciation

At 1st April 2024

48,943

57,189

106,132

Charge for year

2,684

2,436

5,120

At 31st March 2025

51,627

59,625

111,252

Net book value

At 31st March 2025

3,518

7,839

11,357

At 31st March 2024

1,402

9,767

11,169

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

1,487,763

355,056

Amounts due from members

861,780

1,058,372

Other debtors

79,523

78,770

VAT

2,009

16,843

2,431,075

1,509,041

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 10)

53,778

-

Other loans (see note 10)

365,039

27,413

Trade creditors

117,481

193,381

Other creditors

36,280

17,012

Accrued expenses

657,750

82,750

1,230,328

320,556

10.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

53,778

-

Loans

365,039

27,413

418,817

27,413

11.

LOANS AND OTHER DEBTS DUE TO MEMBERS

2025

2024

£

£

Amounts owed to members in respect of profits

19,791

-

Falling due within one year

19,791

-

In accordance with the LLP agreement, profit and loss are to be allocated as follows

40% - Alta Semper Capital (UK) Limited

60% - A Jetha

Allocated profit and loss are included within 'loans and other debts due to members' in 'other amounts'. The capital requirements of the partnership are determined by the members and are reviewed regularly. The amount of capital subscribed by each member is not linked to the earnings allocated to that member. No interest is subsequently paid on that capital introduced.

12.	RELATED PARTY DISCLOSURES

On 31st March 2025, the company owed £19,791 to Alta Semper Capital (UK) Ltd (2024: £260,658 was owed by Alta Semper Capital (UK) Ltd). Alta Semper Capital (UK) Ltd is a designated member of Alta Semper Capital LLP.

On 31st March 2025, the company was owed £861,780 (2024: £797,714) by Ms A Jetha. Ms A Jetha is a designated member of Alta Semper Capital LLP.

13.	ULTIMATE CONTROLLING PARTY

The controlling party is Ms A Jetha.

14.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR BEFORE MEMBERS' REMUNERATION AND PROFIT SHARES AVAILABLE FOR DISCRETIONARY DIVISION AMONG MEMBERS TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit for the financial year before members' remuneration and profit shares available for discretionary division among members

600,478

75,037

Depreciation charges

5,120

6,667

Finance costs

5,970

1,070

611,568

82,774

(Increase)/decrease in trade and other debtors

(1,118,626

)

161,596

Increase/(decrease) in trade and other creditors

518,367

(35,647

)

Cash generated from operations

11,309

208,723

15.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of cash flows in respect of cash and cash equivalents are in respect of these Statement of financial position amounts:

Year ended 31st March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

7,687

346

Bank overdrafts

(53,778

)

-

(46,091

)

346

Year ended 31st March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

346

32,678