REGISTERED NUMBER: 04133857 (England and Wales)

MSS CAPITAL LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Statement of Comprehensive Income

4

Balance Sheet

5

Statement of Changes in Equity

6

Cash Flow Statement

7

Notes to the Financial Statements

8

DIRECTORS:

S O T Hookway

Ms I A M Twomey

SECRETARY:

Ms I A M Twomey

REGISTERED OFFICE:

c/o Cox Costello & Horne

Batchworth Lock House

99 Church Street

Rickmansworth

WD3 1JJ

REGISTERED NUMBER:

04133857 (England and Wales)

ACCOUNTANTS:

Cox Costello & Horne

Chartered Accountants and Tax Advisors

Batchworth Lock House

99 Church Street, Rickmansworth

WD3 1JJ

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

MSS Capital Limited cancelled its Financial Conduct Authority licence with effect from the 14th March 2024, and in doing so was therefore no longer developing the Company's investment advisory and investment management services. The Company continued to provide support and administrative services within the group.

Given the Company's position, following the cancellation of the Company's FCA licence, the Directors are satisfied with the results for the year and the Company will continue to provide administrative support services whilst winding down the Company, which the Directors expect to take place during 2026.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company, as a previously regulated FCA firm, adhered to the highest ethical and regulatory standards at all times, and will continue to do so in the future and whilst winding down the Company.

The Company always followed best employment practice and provided employment to all genders, abilities and nationalities and adhered to current laws and regulations. In addition the Company, as a relatively small firm, encouraged training, development and education and would sponsor employees to pursue vocational qualifications and other necessary development needs. The most important asset of the Firm was its people and when it recruited the Company was committed to finding and retaining a team of the highest quality, and our people were intelligent, creative, knowledgeable, and experienced. Although the firm currently has no staff, were this position to change in the future then it would continue to follow and adhere to the same best employment practices.

The Company follows best business practice and reviews its existing and historic suppliers on a regular basis. The Company outsourced many of its non-core functions and most suppliers have had a relationship with the Company for a considerable period of time. The Firm always looks for best practise, and in line with this, aims to pay all suppliers on a timely basis.

The Company meets on a regular basis to review the likely consequences of any decision and The Directors consider that they have acted in a way that they consider was, in good faith, and would be the most likely to promote the success of the Firm.

ON BEHALF OF THE BOARD:

S O T Hookway - Director

24 December 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

S O T Hookway

Ms I A M Twomey

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors 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 company law the directors 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S O T Hookway - Director

24 December 2025

TURNOVER

138,412

1,590,213

Administrative expenses

186,687

2,199,203

(48,275

)

(608,990

)

Other operating income

-

368,878

OPERATING LOSS

(48,275

)

(240,112

)

Interest receivable and similar income

-

12

(48,275

)

(240,100

)

Interest payable and similar expenses

4

-

282

LOSS BEFORE TAXATION

(48,275

)

(240,382

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(48,275

)

(240,382

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(48,275

)

(240,382

)

CURRENT ASSETS

Debtors

6

2,890,008

3,051,439

Cash at bank

7,313

7,584

2,897,321

3,059,023

CREDITORS

Amounts falling due within one year

7

1,679,209

1,792,636

NET CURRENT ASSETS

1,218,112

1,266,387

TOTAL ASSETS LESS CURRENT LIABILITIES

1,218,112

1,266,387

CAPITAL AND RESERVES

Called up share capital

8

2,165,500

2,165,500

Share premium

9

33,333

33,333

Retained earnings

9

(980,721

)

(932,446

)

SHAREHOLDERS' FUNDS

1,218,112

1,266,387

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

S O T Hookway - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

2,165,500

(692,064

)

33,333

1,506,769

Changes in equity

Total comprehensive income

-

(240,382

)

-

(240,382

)

Balance at 31 March 2024

2,165,500

(932,446

)

33,333

1,266,387

Changes in equity

Total comprehensive income

-

(48,275

)

-

(48,275

)

Balance at 31 March 2025

2,165,500

(980,721

)

33,333

1,218,112

Cash flows from operating activities

Cash generated from operations

11

35,276

(58,921

)

Interest paid

-

(282

)

Tax paid

-

3,027

Net cash from operating activities

35,276

(56,176

)

Cash flows from investing activities

Interest received

-

12

Net cash from investing activities

-

12

Cash flows from financing activities

Group undertakings new loans

(35,547

)

(17,242

)

Amount withdrawn by directors

-

(40,584

)

Net cash from financing activities

(35,547

)

(57,826

)

Decrease in cash and cash equivalents

(271

)

(113,990

)

Cash and cash equivalents at beginning of year

12

7,584

121,574

Cash and cash equivalents at end of year

12

7,313

7,584

1.	STATUTORY INFORMATION

MSS Capital Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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 Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Break up basis

The financial statements have been prepared on a break up basis as the director proposed to wind up the company.

The financial statements include adjustments that are necessary to reflect the break up basis of preparation, which include imparing assets to their recoverable amount and recognition of liabilities based on the probable outflow of economic benefit.

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

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

31.3.25

31.3.24

£

£

Wages and salaries

-

150,127

Social security costs

-

22,938

Other pension costs

-

575

-

173,640

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

31.3.25

31.3.24

Average number of employees

-

5

31.3.25

31.3.24

£

£

Directors' remuneration

-

39,877

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.25

31.3.24

£

£

Bank interest

-

282

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

£

Trade debtors

1,528,158

1,519,746

Bad debt provision

(1,361,729

)

(1,361,729

)

Amounts owed by group undertakings

2,255,495

2,219,948

Other debtors

100,000

249,599

MSS Fund

368,084

368,084

VAT

-

5,074

Prepayments

-

50,717

2,890,008

3,051,439

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

£

Trade creditors

58,147

325,794

Tax

83

83

VAT

19,451

-

Other creditors

1,599,659

1,456,434

Accruals and deferred income

1,869

10,325

1,679,209

1,792,636

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.3.24

value:

£

£

2,065,500

Ordinary

1

2,065,500

2,065,500

100,000

Ordinary

1

100,000

100,000

2,165,500

2,165,500

9.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 April 2024

(932,446

)

33,333

(899,113

)

Deficit for the year

(48,275

)

(48,275

)

At 31 March 2025

(980,721

)

33,333

(947,388

)

10.	RELATED PARTY DISCLOSURES

Mr S O T Hookway, a director of the company, is also a director and shareholder in the holding company Fountain Holdings Limited.

Fountain Holdings Limited is a director and shareholder in Westbury Capital Partners Ltd.

At the balance sheet date the following balances were due from the following related parties:

Fountain Holdings Limited £1,663,880 (2024: £1,628,333)

Westbury Capital Partners Ltd £591,616 (2024: £591,616)

Included within other creditors as at 31 March 2025 is a loan for £25,775 (2024: £27,400) to JMP F Limited and £545,289 (2024: £401,839) to MSS Real Assets Ltd. No interest is charged on the loans and is repayable on demand.

11.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.3.25

31.3.24

£

£

Loss before taxation

(48,275

)

(240,382

)

Finance costs

-

282

Finance income

-

(12

)

(48,275

)

(240,112

)

Decrease/(increase) in trade and other debtors

196,978

(533,196

)

(Decrease)/increase in trade and other creditors

(113,427

)

714,387

Cash generated from operations

35,276

(58,921

)

12.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

7,313

7,584

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

7,584

121,574

13.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

7,584

(271

)

7,313

7,584

(271

)

7,313

Total

7,584

(271

)

7,313