Company No: 14222571 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	31.12.2024		31.12.2023
		£		£
Fixed assets
Investments	3	13,000,000		1
		13,000,000		1
Current assets
Debtors	4	618,416		7,434,147
Cash at bank and in hand		9,446		0
		627,862		7,434,147
Creditors: amounts falling due within one year	5	( 954,768)		( 7,733,976)
Net current liabilities		(326,906)		(299,829)
Total assets less current liabilities		12,673,094		(299,828)
Net assets/(liabilities)		12,673,094		( 299,828)
Capital and reserves
Called-up share capital		1,000		1,000
Profit and loss account		12,672,094		( 300,828 )
Total shareholder's funds/(deficit)		12,673,094		( 299,828)

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

Directors' responsibilities:

• The member has not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• 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; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Project Chapter (Holdings) Limited (registered number: 14222571) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

I Gear Director

23 December 2025

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

Project Chapter (Holdings) Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is First Floor, 36-38 Wigmore Street, London, W1U 2BP, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

The current period covers 12 months ended 31st December 2024, whereas the comparative figures relate to 8 months ended 31st December 2023. Consequently, the amounts presented in the Statement of Income and Retained Earnings and related notes are not directly comparable.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Change in accounting policies

In the current year, the company changed its policy for valuing fixed asset investments from the cost to the fair value model. The comparative value was not changed as the cost approximated the fair value.

Taxation

Current 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.

Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

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.

Financial instruments

The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

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

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and 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.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2. Employees

	Year ended 31.12.2024		Period from 08.07.2022 to 31.12.2023
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	0		0

3. Fixed asset investments

	Investments in joint ventures		Total
	£		£
Cost or valuation before impairment
At 01 January 2024	1		1
Movement in fair value	12,999,999		12,999,999
At 31 December 2024	13,000,000		13,000,000
Carrying value at 31 December 2024	13,000,000		13,000,000
Carrying value at 31 December 2023	1		1

4. Debtors

	31.12.2024		31.12.2023
	£		£
Amounts owed by group undertakings	616,166		7,433,147
Other debtors	2,250		1,000
	618,416		7,434,147

5. Creditors: amounts falling due within one year

	31.12.2024		31.12.2023
	£		£
Trade creditors	0		289
Amounts owed to group undertakings	950,969		7,731,187
Amounts owed to related parties	599		0
Other creditors	3,200		2,500
	954,768		7,733,976

6. Related party transactions

At the balance sheet date, £616,765 (2023: £7,433,147) was outstanding from companies in which the shareholders have an interest.