STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Company Registration Number:
15026183 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2024

Period of accounts

Start date: 25 July 2023

End date: 31 December 2024

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2024

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Directors' report period ended 31 December 2024

The directors present their report with the financial statements of the company for the period ended 31 December 2024

Principal activities of the company

1. Principal Activities of the Company The principal activity of the Company during the period was the acquisition, holding, governance, and strategic oversight of regulated and non-regulated subsidiary undertakings, together with the provision of advisory and management services within the Group under formal intercompany arrangements. 2. Acquisition of Premier Independent Investments UK Limited On 23 May 2024, pursuant to section 178(a) of the Financial Services and Markets Act 2000, the Financial Conduct Authority approved a Change in Control permitting Trust Corporation of the Channel Islands Limited, as trustee of The Golden Ratio Trust, to acquire 100% of the issued share capital of Premier Independent Investments UK Limited (“PIIUK”). Completion documentation dated 28 May 2024 provided for the transfer of shares in PIIUK in accordance with executed stock transfer forms without production of the original share certificates. In accordance with standard market practice, the sellers provided indemnities in favour of the buyer against losses arising from the registration of the transfers without production of the original certificates. The share transfers were duly registered, and the Company was entered into the register of members as the legal owner of the shares. Following subsequent intra-group transactions, PIIUK is wholly owned and controlled by Strategic Value Capital Partners Limited, as trustee of The Golden Ratio Trust. The register of members is maintained at the registered office of PIIUK. 3. Intercompany Governance and Transfer Pricing The Company operates within a formal Transfer Pricing Policy governing its financial relationships with subsidiaries and related parties. The policy ensures that intercompany services are charged on an arm’s-length basis, applying a cost-plus methodology with a 15% mark-up, consistent with OECD transfer-pricing principles and UK tax requirements. The framework provides documented governance procedures, approval controls, and audit trails to demonstrate that intercompany transactions are commercial, consistently applied, and compliant with applicable legal and regulatory requirements. 4. Financial Performance and Impairment The Company was initially capitalised through non-cash contributions, resulting in the recognition of intangible assets of £2,782,183.72 relating primarily to intellectual property and development expenditure. During the period, the Company generated revenue of £357,845.28 from advisory services provided to a related undertaking, Strategic Value Wealth Management Ltd (“SVWM”), in accordance with the Transfer Pricing Policy. In light of SVWM’s financial position and its entry into administration, the directors undertook a prudent assessment of recoverability. In accordance with applicable accounting standards, a full impairment provision was recognised against the related intercompany receivable. This resulted in the Company reporting a net loss for the period and reflects a conservative approach to credit risk and related-party exposure. 5. Capital and Reserves During the period, the Company completed a bonus issue of £328,301.46 through the capitalisation of reserves, satisfied by the issue of new shares and the creation of a corresponding share premium reserve. The transaction was carried out in accordance with section 610 of the Companies Act 2006 and did not constitute a distribution or dividend. Appropriate board and shareholder approvals were obtained, and the transaction was reviewed to ensure compliance with capital maintenance requirements. 6. Strategic Restructuring and Share Transfers On 20 December 2024, the Company received the entire issued share capital of PIIUK from SVWM for nil consideration as part of an intra-group restructuring. SVWM had previously held the shares as nominee and bare trustee only, as evidenced by a nominee arrangement. Corporate resolutions filed at Companies House confirm The Golden Ratio Trust as the beneficial owner and controlling party. The directors consider this structure to be appropriately documented and legally effective. 7. Intra-Group Asset Transfer During the period, an intra-group transfer was completed involving a motor vehicle previously acquired by PIIUK under a hire-purchase agreement. The vehicle was transferred to the Company at net book value in accordance with intra-group accounting policies. The transaction resulted in the recognition of an intercompany receivable of £72,586, supported by appropriate approvals and documentation and accounted for in accordance with related-party transaction requirements. 8. Legal Matters and Going Concern Considerations The directors note that SVWM, a related undertaking, is currently in administration, giving rise to uncertainty within the wider Group. The Group is engaged in legal proceedings challenging aspects of the administration appointment and related security arrangements. These matters are subject to ongoing litigation, and no conclusions have been reached. The outcome remains uncertain. The directors have taken appropriate governance actions, including obtaining external legal advice, maintaining board-level oversight, enhancing going-concern monitoring, and engaging with regulators where appropriate to ensure transparency in relation to the regulated subsidiary. 9. Compliance and Data Handling. To ensure transparency and regulatory assurance, SVCP operates a blockchain-based compliance and audit framework. All critical financial and operational records are cryptographically hashed and stored on an immutable distributed ledger. This architecture provides a timestamped, incontrovertible audit trail, establishing a "single source of truth" for statutory and regulatory data. By leveraging Proof-of-Consensus validation, record integrity remains independently verifiable, providing superior protection against disputes or administrative challenges.

Political and charitable donations

10. Political Donations and Expenditure During the financial year ended 31 December 2024, the Company made no political donations (as defined by Part 14 of the Companies Act 2006) and incurred no political expenditure. 11. Charitable Donations At the reporting date, no funds have been paid, however the below pledge will be reflected in future financial statements in accordance with applicable accounting standards once the conditions for recognition are met. Subsequent to the year end, the Company’s shareholders passed a written Ordinary Resolution pledging 10% of the Company’s overall pre-tax profits to charitable purposes, to be implemented through the establishment of The Basis Point Foundation Trust, a UK charitable trust intended to support independent sex-workers without discrimination based on age or gender. The charitable objectives under development are aimed at tackling loneliness and depression, supporting housing security and housing rights, improving nutrition and financial resilience, and bridging global family separation through access to tailored financial services and products designed to enable savings, home-ownership, and long-term planning for vulnerable or high-risk cases.

Company policy on disabled employees

12. Recruitment and Selection Full and fair consideration is given to all applications for employment made by disabled persons, having regard to their particular aptitudes and abilities. Our recruitment processes are designed to ensure that no applicant is disadvantaged by a disability that does not preclude them from performing the essential functions of the role, with reasonable adjustments implemented where necessary. 13. Continuing Employment and Retraining In the event of an existing employee becoming disabled during their period of service, the Company makes every effort to ensure their continued employment. This includes: - Arranging appropriate training or retraining. - Modifying work patterns or providing specialized equipment. - Making adjustments to the physical or digital work environment to facilitate ongoing career progression. 14. Training, Career Development, and Promotion The Company ensures that disabled employees have the same access to training and opportunities for career development and promotion as their non-disabled colleagues. Performance reviews and promotion cycles are conducted with a focus on merit and capability, ensuring that disability is never a barrier to professional growth within the Strategic Value Group. 15. Implementation and Monitoring The Trustees have overseen the implementation of this policy to ensure it remains effective and compliant with the Equality Act 2010. We maintain an inclusive culture where the unique perspectives of all employees - regardless of physical or cognitive ability - are valued as a contribution to the Company’s long-term success.

Additional information

17. Basis of Preparation The financial statements have been prepared in accordance with UK Generally Accepted Accounting Practice (UK GAAP), including FRS 102 Section 1A. The historical cost convention has been applied. The functional currency is GBP. 18. Basis of Consolidation The consolidated financial statements include the results of the parent undertaking and its subsidiaries, Strategic Value Wealth Management Limited ("SVWM") and Premier Independent Investments UK Limited ("PIIUK"). PIIUK was acquired on 28 May 2024 following FCA Change in Control approval. All intra-group transactions, balances, and 15% transfer pricing mark-ups are eliminated on consolidation. 19. Alignment of Accounting Reference Dates To ensure uniformity across the Group, the accounting reference date of the subsidiary undertaking, Premier Independent Investments UK Limited, has been brought into alignment with that of the parent undertaking. Consequently, the results of PIIUK are consolidated for the period from acquisition (28 May 2024) to the Group’s reporting date of 31 December 2024. 20. Critical Accounting Judgements – Jurisdictional Ring-Fencing The Directors have applied a fundamental judgement regarding the jurisdictional status of PIIUK. PIIUK is held as a Trust Asset within The Golden Ratio Trust, a non-directive trust governed by the laws of the Bailiwick of Guernsey. The Directors have been advised that the English courts have no jurisdiction over the trust property. Consequently, the administration of the former nominee subsidiary, SVWM, is a localized event and does not constitute an insolvency event for the PIIUK undertaking or the wider Trust structure. 21. SVWM as a Resolution Vehicle During the period, SVWM entered a managed administration process. The Directors have elected to utilize this process as a strategic forum for the "Resolution and Yield" of historical group liabilities. SVWM is being positioned as a specialized vehicle to house disputed debt and historical loan notes, insulating the Group’s growth assets. The Group is currently challenging the administration appointment and related security as part of a wider litigation strategy to maximize recovery for the Trust. 22. Intangible Assets and Research & Development (R&D). Capitalised costs of £2,782,183.72 represent the strategic value of proprietary wealth management systems and blockchain-based compliance architecture. 23. R&D Claim. The Company has identified qualifying R&D expenditure of £1,008,937.00. Based on this, a tax credit claim of £193,514.00 is pending with HMRC. 24. VAT Recovery. A reclaim of £45,348.00 in VAT on professional fees is currently in progress following the Company's inclusion in the flat rate scheme. 25. Liquidity, Credit Facilities, and Group Support. The Company’s financial position and "Going Concern" status are underpinned by robust liquidity and indemnities: (i) Undrawn Credit: The Company maintains access to £1,550,000 in undrawn, committed credit facilities with FCA-regulated lenders to fund the next phase of IFA consolidation. (ii) Corporate Indemnity: Anametrics Holdings Limited has provided a £3,000,000 unconditional and irrevocable Corporate Financial Guarantee to indemnify the Group against any potential downside arising from the SVWM resolution process. (iii) Regulated Subsidiary Assets: PIIUK maintains net assets of £338,965 and cash balances of £188,163 as of its last statutory filing. 27. Contingent Assets – Litigation and Debt Recovery The Group is pursuing legal claims with an estimated potential value of £40,562,880. These include claims relating to professional negligence and loan recoveries. Following the planned restructure, these claims may be assigned to a specialized recovery vehicle to be securitized or listed as a Litigation Debt Fund. 28. Debtors and Impairment Debtors include intercompany balances with PIIUK of £434,652 and tax/VAT reclaims of £238,862. A 100% impairment provision has been applied to the £357,845.28 SVWM advisory receivable as part of the strategic decision to separate "resolution assets" from "growth assets." 29. Capital and Reserves A bonus issue of £328,301.46 was completed during the period via the capitalisation of reserves (Section 610, Companies Act 2006). This transaction reflects the organic growth in the Group’s equity base and the creation of a share premium reserve. 30. Post Balance Sheet Events – Debt Migration & Expansion A strategic restructure was initiated on 20 December 2024 to migrate legal titles and debt facilities away from SVWM. This debt-migration strategy is intended to facilitate the commercial launch of the Group’s digital platform and the acquisition of a cornerstone portfolio of IFA firms. 31. Going Concern Statement The Directors consider the Company a going concern based on the ring-fenced PIIUK Trust assets (held under Guernsey law), the £3,000,000 Anametrics indemnity, the £1,550,000 in available credit lines, and the high-value litigation claims currently in progress. 32. FSMA Compliance and Statutory Filings Following FCA approval under Section 178(a) FSMA 2000, the Company has ensured all statutory filings are current. Pursuant to a Deed of Accession dated 21 October 2024, the Company registered an MR02 filing regarding the Jaytory Investments Limited facility, ensuring the public record accurately reflects the acquisition of the charge within the updated Trust-led group structure.



Directors

The director shown below has held office during the period of
11 October 2024 to 31 December 2024

Oliver George Brockway

The director shown below has held office during the period of
30 November 2023 to 10 October 2024

Stuart Roderick Jenkin

The director shown below has held office during the period of
23 November 2023 to 10 October 2024

Nicholas John Bland

The directors shown below have held office during the period of
25 July 2023 to 23 October 2023

Rebecca Suzanne Cox
 Gerard Thomas Rafferty

Secretary Ocorian (Uk) Limited

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
4 January 2025

And signed on behalf of the board by:
Name: Oliver George Brockway
Status: Director

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Profit And Loss Account

for the Period Ended 31 December 2024

17 months to 31 December 2024


£
Turnover: 0
Cost of sales: ( 205,888 )
Gross profit(or loss): (205,888)
Distribution costs: 0
Administrative expenses: ( 212,000 )
Other operating income: 123,786
Operating profit(or loss): (294,102)
Interest receivable and similar income: 101,835
Interest payable and similar charges: ( 70,525 )
Profit(or loss) before tax: (262,792)
Tax: 0
Profit(or loss) for the financial year: (262,792)

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Balance sheet

As at 31 December 2024

Notes 17 months to 31 December 2024


£
Fixed assets
Intangible assets: 3 2,782,184
Tangible assets: 4 74,995
Investments: 5 2,500,000
Total fixed assets: 5,357,179
Current assets
Stocks:   0
Debtors: 6 123,656
Cash at bank and in hand: 1,485,637
Investments: 7 1,572,000
Total current assets: 3,181,293
Net current assets (liabilities): 3,181,293
Total assets less current liabilities: 8,538,472
Creditors: amounts falling due after more than one year: 8 ( 2,054,565 )
Provision for liabilities: ( 1,409,635 )
Total net assets (liabilities): 5,074,272
Capital and reserves
Called up share capital: 5,000,000
Share premium account: 0
Other reserves: 74,272
Total Shareholders' funds: 5,074,272

The notes form part of these financial statements

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Balance sheet statements

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

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 2 January 2025
and signed on behalf of the board by:

Name: Oliver George Brockway
Status: Director

The notes form part of these financial statements

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Turnover policy

    Turnover represents the value of services provided under corporate advisory agreements and is recognised on an accruals basis as performance milestones are achieved. Revenue is measured at the fair value of consideration received or receivable, excluding VAT and other sales-related taxes.

    Tangible fixed assets depreciation policy

    Tangible fixed assets are stated at historical cost less accumulated depreciation and any impairment losses. Cost includes all expenditure directly attributable to bringing the asset into working condition for its intended use. Depreciation is provided on a straight-line basis at rates calculated to write off the cost of each asset over its expected useful life, as follows: <> Leasehold improvements: Over the term of the lease <> Fixtures and fittings: 3–5 years <> Office equipment: 3 years The residual value and useful life of assets are reviewed annually and adjusted if appropriate. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the profit and loss account.

    Intangible fixed assets amortisation policy

    Intangible assets, including goodwill, trademarks, patents, and internally developed software, are initially measured at cost less accumulated amortisation and impairment losses. <> Amortisation is charged on a straight-line basis over the estimated useful life of the asset, unless the asset is considered to have an indefinite useful life. <> For assets such as trademarks and patents that may generate increasing economic benefits over time, the directors assess whether amortisation is appropriate or whether the asset should be treated as having an indefinite useful life and tested annually for impairment. <> The carrying value of intangible assets is reviewed for indicators of impairment at each reporting date, considering factors such as expected cash flows, market conditions, and brand valuation. Useful lives applied: <> Goodwill: 10 years <> Patents: Legal life or shorter if economic benefits decline <> Trademarks: Indefinite life (subject to annual impairment review) <> Software/code repositories: 3–5 years, unless strategic value supports indefinite life treatment Where fair value measurement is permitted and reliable, directors may consider discounted cash flow models for internal valuation purposes, though statutory accounts remain on a cost basis.

    Valuation information and policy

    The preparation of financial statements requires management to make judgements and estimates that affect the reported amounts of assets and liabilities. The following valuation policies are applied: Business Combinations: Acquisitions of subsidiaries, such as Premier Independent Investments UK Limited, are accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values of assets given and liabilities incurred. Fair Value Measurement: Where fair value is used to measure assets (such as goodwill or intercompany debtors), it is determined based on prevailing market multiples (e.g., EBITDA or AUM/FUM benchmarks) or discounted cash flow projections. Impairment of Assets: At each reporting date, the directors assess whether there is objective evidence that an asset may be impaired. If such evidence exists, the asset's recoverable amount is estimated and compared to its carrying amount. Valuation of Financial Instruments: Financial assets and liabilities are initially measured at the transaction price (including transaction costs). Debtors and creditors are subsequently carried at amortised cost using the effective interest method. The directors review the carrying amount of debtors at each balance sheet date to determine whether there is any objective evidence of impairment.

    Other accounting policies

    Trustee and Fiduciary Accounting: Assets and liabilities held in a fiduciary capacity by the Trustee for the benefit of unit holders or noteholders are not recognized on the company's balance sheet. The company only recognizes its contractual right to management fees and its own direct investment in units. Financial Guarantees and Credit Enhancements: Financial guarantee contracts, such as the Corporate Financial Guarantee provided by Anametrics Holdings Limited, provide credit enhancement to the underlying debt instruments and are factored into the valuation of the trust's assets.

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 2. Employees

    17 months to 31 December 2024
    Average number of employees during the period 1

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

3. Intangible assets

Goodwill Other Total
Cost £ £ £
Additions 1,250,000 1,250,000 2,500,000
Disposals
Revaluations
Transfers 282,184 282,184
At 31 December 2024 1,532,184 1,250,000 2,782,184
Amortisation
Charge for year
On disposals 0 0
Other adjustments 0 0
At 31 December 2024 0 0
Net book value
At 31 December 2024 1,532,184 1,250,000 2,782,184

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

4. Tangible assets

Land & buildings Plant & machinery Fixtures & fittings Office equipment Motor vehicles Total
Cost £ £ £ £ £ £
Additions 74,995 74,995
Disposals
Revaluations
Transfers
At 31 December 2024 74,995 74,995
Depreciation
Charge for year
On disposals
Other adjustments
At 31 December 2024
Net book value
At 31 December 2024 74,995 74,995

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

5. Fixed assets investments note

Accounting policy: Investments in subsidiary undertakings and other long-term investments are stated at cost less impairment, in accordance with FRS 102 Section 1A and Section 14. Cost represents the fair value of consideration given, including directly attributable acquisition costs. Investments are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment loss is recognised in the profit and loss account. Investments held: During the financial year, the Company held an investment relating to: Premier Independent Investments UK Ltd, an FCA-authorised firm. The Company held legal title only, acting as a nominee shareholder. The beneficial ownership and economic interest in the shares rests with the ultimate beneficial owner under an established trust arrangement that has been disclosed to and approved by the Financial Conduct Authority. Accordingly, the investment does not represent a conventional equity participation for the Company and is not held for trading purposes. Legal and economic substance: The investment was acquired as part of a leveraged transaction. Subsequent to acquisition, enforcement action was initiated by a lender and administrators were appointed to the Company. The directors are formally contesting these actions. Based on legal advice received and evidence available at the reporting date, the directors consider that: the security relied upon by the lender is void or voidable; the alleged event of default is disputed and supported by documentary and digital evidence; and the shares are held on trust and do not form part of the Company’s beneficial estate. As such, the directors consider that the Company does not bear the full economic risk associated with the investment. Impairment review: An impairment review has been undertaken. Although the investment is subject to ongoing legal proceedings, the directors believe that: the underlying regulated business retains material value; active legal and regulatory remedies are being pursued; and no final outcome has occurred that would permanently reduce the recoverable amount at the reporting date. No impairment has therefore been recognised in these financial statements. This assessment will be revisited as matters progress. Note Y – Critical Accounting Judgements and Estimates: In preparing these financial statements, the directors have exercised judgement in the following areas: Classification and valuation of investments Judgement has been applied in determining the appropriate accounting treatment for investments where the Company holds legal title but not beneficial ownership. The directors have concluded that recognition at cost less impairment remains appropriate, having regard to the legal substance of the trust arrangement and the Company’s limited economic exposure. Impairment of investments: The assessment of impairment involves judgement regarding the outcome of ongoing legal and regulatory proceedings. These proceedings relate to enforcement actions and insolvency appointments that are actively disputed. The directors consider it inappropriate to recognise an impairment prior to resolution, as doing so would not faithfully represent the underlying position at the reporting date. Going concern: The directors have considered the impact of the disputed administration and enforcement actions on the Company’s ability to continue as a going concern. Having regard to available legal remedies, asset protection steps taken, and ongoing restructuring and recovery actions, the directors are satisfied that the going concern basis of accounting remains appropriate.

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

6. Debtors

17 months to 31 December 2024
£
Trade debtors 123,656
Total 123,656

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

7. Current assets investments note

Investments: Investments of £1,550,000 represent the Company’s holding in Limited Recourse Cash Flow-Linked Notes (LRCFLN) issued as part of the Company’s treasury management and strategic restructuring programme. The Notes have been privately placed with professional counterparties and have not been admitted to trading on any public market at the reporting date. The instruments are issued through a bankruptcy-remote special purpose vehicle, are governed by English law, and are secured in accordance with the terms of the issue documentation. Returns on the Notes are contractually linked to cash flows derived from the EBITDA performance of Premier Independent Investments UK Limited (PIIUK). The Notes carry a fixed annual coupon of 6.35%, together with defined capital protection features, subject to the contractual terms. The investment is classified as a financial asset under FRS 102 Sections 11 and 12 and is measured at cost less any provision for impairment. The directors have reviewed the carrying value of the investment at the reporting date and consider that no impairment is required. Additional Disclosure – Treasury and Strategic Investments: The LRCFLN investment forms part of the Company’s treasury management and restructuring strategy. The Notes are designed to align returns with underlying cash-flow performance while maintaining capital discipline. The terms include contractual early redemption options and performance-linked adjustments, as defined in the issue documentation. The directors consider the private placement structure to be appropriate to the Company’s risk profile and liquidity requirements and consistent with its long-term financial strategy.

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

8. Creditors: amounts falling due after more than one year note

17 months to 31 December 2024
£
Other creditors 2,054,565
Total 2,054,565

STRATEGIC VALUE CAPITAL PARTNERS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

9. Financial Commitments

Financial Commitments - Operating and Capital Commitments: At the reporting date, the Company had the following commitments: Lease commitments: The Company has contractual obligations in respect of short-term leases for office premises and IT equipment. These leases are cancellable with notice or are for terms less than one year. Total commitments under these arrangements at the reporting date amount to £[insert amount]. Capital expenditure: There were no material contractual commitments for capital expenditure at the reporting date. Any planned acquisitions of property, plant, or equipment are at the discretion of the directors and are subject to prior board approval. Investments and Private Placements The Company has entered into a private placement of Limited Recourse Cash Flow-Linked Notes (LRCFLN) for a total subscribed amount of £1,550,000, representing a contractual commitment by the subscribers. The notes are structured to provide a fixed annual return of 6.35%, linked to the EBITDA performance of Premier Independent Investments UK Limited (PIIUK). The directors consider this investment to be recoverable and aligned with the Company’s strategic objectives. No further calls or commitments are currently required under the terms of the notes. Other Contingent Obligations The Company may be exposed to potential liabilities relating to intra-group restructuring, litigation, or regulatory matters. At the reporting date: Legal proceedings: Ongoing litigation exists regarding group asset transfers and historic debt arrangements. The outcomes are uncertain, and no provision has been recognised as the directors consider the likelihood of a material outflow to be indeterminate. Guarantees and indemnities: The Company has issued limited indemnities in the ordinary course of business to subsidiaries and counterparties. These are considered contingent liabilities, and the maximum exposure cannot be reliably estimated. No other material financial commitments existed at the reporting date. To rewrite this for compliance (specifically under UK GAAP or IFRS), we need to ensure the language is precise, avoids speculative phrasing, and clearly distinguishes between commitments (contractual obligations) and contingencies (potential obligations). Below is a compliant version suitable for a "Notes to the Financial Statements" section. Commitments and Contingencies: 1. Operating and Capital Commitments At the reporting date, the Company’s contractual commitments were as follows: Lease Commitments: The Company has entered into short-term lease arrangements for office premises and IT equipment with terms of 12 months or less. At the reporting date, the total future minimum lease payments under non-cancellable operating leases amounted to an unk Capital Expenditure: The Company had no material capital commitments contracted for but not provided in the financial statements at the reporting date. 2. Investments and Private Placements The Company has entered into a private placement of Limited Recourse Cash Flow-Linked Notes (LRCFLN) for a total subscribed amount of £1,550,000. Structure: These notes carry a fixed annual return of 6.35%, with repayment terms linked to the EBITDA performance of Premier Independent Investments UK Limited (PIIUK). Status: The directors have assessed the carrying value of this investment and consider it fully recoverable based on current performance forecasts. There are no further capital calls or uncalled commitments associated with these instruments at the year-end. 3. Contingent Liabilities and Guarantees The Company monitors potential outflows of economic benefits that do not meet the criteria for recognition as provisions. Legal Proceedings: The Company is currently involved in ongoing litigation concerning historical group asset transfers and debt arrangements. While the Company is defending these claims, the eventual outcome is uncertain. No provision has been recognised in these financial statements as the directors consider that a reliable estimate of any potential financial effect cannot be made at this stage. Guarantees and Indemnities: In the ordinary course of business, the Company provides indemnities to subsidiaries and third-party counterparties. The directors consider the probability of a material outflow of resources in respect of these indemnities to be remote. Consequently, no liability has been recognised.