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| Registered number: 11438515
CAPERNAUM CAPITAL MANAGEMENT LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
CAPERNAUM CAPITAL MANAGEMENT LIMITED COMPANY INFORMATION
DIRECTORS | P M Lowman
| J W Sharman
| N H Rolf
| P F West
COMPANY SECRETARY | L R Ryall
REGISTERED NUMBER | 11438515
REGISTERED OFFICE | 68 King William Street
| London
| EC4N 7HR
INDEPENDENT AUDITORS | Bishop Fleming Audit Limited
| Chartered Accountants & Statutory Auditors
| 10 Temple Back
| Bristol
| BS1 6FL
CAPERNAUM CAPITAL MANAGEMENT LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 8
Consolidated statement of comprehensive income | 9
Consolidated statement of financial position | 10
Company statement of financial position | 11
Consolidated statement of changes in equity | 12
Company statement of changes in equity | 13
Consolidated statement of cash flows | 14 - 15
Notes to the financial statements | 16 - 35
CAPERNAUM CAPITAL MANAGEMENT LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
INTRODUCTION
The Group’s primary activity over the year was the provision of private client wealth management services. These services can be broken down into financial planning and investment management. The Company is regulated by the Financial Conduct Authority.
BUSINESS REVIEW
The Directors are pleased to report that, despite the ongoing challenging economic and geopolitical climates, the Group has increased its revenue and has continued to build on the achievements of previous years by investing in its staff and in new technology. The Group currently looks after around 600 family groups, representing just over £450 million. As the Group grows, it is increasingly able to effect positive change by supporting various charities and making its own contribution to a more sustainable future. The Directors are proud of its B Corp status, awarded in recognition of its social and environmental performance. Every client deserves to be treated as an individual. Numerous small firms operating in the financial services sector are consolidating into larger groups. Many of these corporate transactions could lead to a change in service offerings for a number of clients, and conflict with their obligations under Consumer Duty. The Directors continue to believe that their clients’ interests are best served by providing truly independent advice in a boutique and personal fashion. The Group continues to invest heavily in technological efficiencies giving it the capacity to grow without compromising its professional and personal approach towards its clients.
PRINCIPAL RISKS AND UNCERTAINTIES
The single most significant risk to the business is a major fall in the value of global stock markets. The Group has laid the foundations for a stable business with high-quality revenue streams. The Group has the capacity to grow further in size through new client assets, technological advancements, and when possible, stock market performance. Consumer Duty regulations, as well as tighter regulation and bolstered compliance requirements, have increased costs. These regulations have the potential to impact the Group's profitability. The Group is well placed to withstand both regulatory change and volatile financial markets. The Directors continue to seek operational efficiencies – particularly in their use of technology – and to ensure that the way in which they share information with clients is as effective as possible.
FINANCIAL KEY PERFORMANCE INDICATORS
Turnover increased 5% up to £3,343,328 (2024: £3,196,195) in the year ended 30 September 2025. Net profit after tax decreased by 9.8% to £59,544 (2024: £65,998). Although turnover increased the Group has continued to invest in its infrastructure, primarily its employees and technology.
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE GROUP
The Company assumes full responsibility for compliance particularly within the Consumer Duty framework. The Company does this by continuing to invest in training for its Senior Managers and Certification Regime (SM&CR), and by ensuring strict adherence to the regulatory framework within which it operates. Page 1
CAPERNAUM CAPITAL MANAGEMENT LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025 This report was approved by the board and signed on its behalf.
P F West Director
Date: 22 December 2025
Page 2
CAPERNAUM CAPITAL MANAGEMENT LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The directors present their report and the financial statements for the year ended 30 September 2025.
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £59,544 (2024:£65,998).
DIRECTORS
The directors who served during the year were:
P M Lowman
J W Sharman
N H Rolf
P F West
DISCLOSURE OF INFORMATION TO AUDITORS
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
POST BALANCE SHEET EVENTS
There have been no significant events affecting the Group since the year end. Page 3
CAPERNAUM CAPITAL MANAGEMENT LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
AUDITORS
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
P F West Director
Date: 22 December 2025
Page 4
CAPERNAUM CAPITAL MANAGEMENT LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CAPERNAUM CAPITAL MANAGEMENT LIMITED
OPINION
We have audited the financial statements of Capernaum Capital Management Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Company's affairs as at 30 September 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.
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 directors' 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 Company'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 directors with respect to going concern are described in the relevant sections of this report. Page 5
CAPERNAUM CAPITAL MANAGEMENT LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CAPERNAUM CAPITAL MANAGEMENT LIMITED (CONTINUED)
OTHER INFORMATION
The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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. 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.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' responsibilities statement set out on page 3, the directors 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 directors 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 directors are responsible for assessing the Group's and the parent Company'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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 6
CAPERNAUM CAPITAL MANAGEMENT LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CAPERNAUM CAPITAL MANAGEMENT LIMITED (CONTINUED)
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: In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following for the Parent Company and Group: ∙the nature of the industry and sector, control environment, and business performance including the design of remuneration packages; ∙results of enquires with management, the directors in relation to their own identification and assessment of the risks of irregularities within the entity; ∙management's incentives and opportunities for fraudulent manipulation of the Financial Statements (including the risk of override of controls): and ∙any matters we identified having obtained and reviewed the Group and Parent Company's documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud of non-compliance with laws and regulations; the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override. We have also obtained an understanding of the legal and regulatory frameworks that the Group and the Parent Company operate in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation. In addition, we 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 Group and the Parent Company’s ability to operate or avoid a material penalty. In addition, we 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 Group’s ability to operate or to avoid a material penalty, in particular, those established by the Financial Conduct Authority. The parent company is not directly subject to FCA regulation. However, there are companies within the group who are authorised by the FCA and are subject to FCA regulation and therefore we considered the extent to which non-compliance by individual companies might have a material effect on the group financial statements. Our procedures to respond to the risks identified included the following: ∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevent laws and regulations described as having a direct effect on the financial statements; ∙Reviewing the financial statements disclosures and testing to supporting documentation to assess the Page 7
CAPERNAUM CAPITAL MANAGEMENT LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CAPERNAUM CAPITAL MANAGEMENT LIMITED (CONTINUED) recognition of revenue; ∙Enquiring of Directors and management concerning actual and potential litigation and claims; ∙Performing procedures to confirm material compliance with the requirements of the above regulations; ∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; ∙Reviewing minutes of Director meetings; and ∙In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias. With regard to the risks of non-compliance with laws and regulations and breaches of UK regulatory principles, specifically those established by the Financial Conduct Authority, we considered the extent to which noncompliance might have a material effect on the Financial Statements. Our work included: ∙Gaining an understanding of current activities, the scope of authorisations and the effectiveness of the control environment ∙reading any relevent correspondence with the Financial Conduct Authority; ∙reviewing registers maintained regarding any complaints, errors and breaches; and discussions with management and the compliance teams. We also communicated identified laws and regulations and potential fraud risks to all members of the engagement team and remained alert to possible indicators of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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. 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 Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company'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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Simon Morrison FCA (Senior statutory auditor) for and on behalf of Bishop Fleming Audit Limited Chartered Accountants Statutory Auditors 10 Temple Back Bristol BS1 6FL 23 December 2025 Page 8
CAPERNAUM CAPITAL MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 3,343,328 | 3,196,195
Cost of sales |  | (2,644) | (2,444)
Gross profit |  | 3,340,684 | 3,193,751
Administrative expenses |  | (3,224,075) | (3,036,176)
Other operating income | 5 | 38,027 | 21,721
Operating profit | 6 | 154,636 | 179,296
Interest receivable and similar income | 10 | 4,183 | 3,562
Interest payable and similar expenses | 11 | (2,699) | (1,426)
Profit before tax |  | 156,120 | 181,432
Tax on profit | 12 | (96,576) | (115,434)
Profit for the financial year |  | 59,544 | 65,998
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 59,544 | 65,998
|  | 59,544 | 65,998
Total comprehensive income attributable to: |
The notes on pages 16 to 35 form part of these financial statements.
Page 9
CAPERNAUM CAPITAL MANAGEMENT LIMITED REGISTERED NUMBER:11438515 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 684,728 |  | 926,414
Tangible assets | 14 |  | 28,832 |  | 31,618
|  |  | 713,560 |  | 958,032
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 284,776 |  | 302,027 |
Current asset investments | 17 | 438,248 |  | 376,638 |
Cash at bank and in hand | 18 | 376,637 |  | 421,931 |
|  | 1,099,661 |  | 1,100,596 |
Creditors: amounts falling due within one year | 19 | (245,124) |  | (427,964) |
Net current assets |  |  | 854,537 |  | 672,632
Total assets less current liabilities |  |  | 1,568,097 |  | 1,630,664
Provisions for liabilities |  |  |  |  |
Deferred tax | 21 | (14,044) |  | (11,785) |
|  |  | (14,044) |  | (11,785)
Net assets |  |  | 1,554,053 |  | 1,618,879
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 737,592 |  | 776,705
Share premium account |  |  | 819,442 |  | 658,686
Capital redemption reserve |  |  | 82,684 |  | 43,389
Profit and loss account |  |  | (85,665) |  | 140,099
|  |  | 1,554,053 |  | 1,618,879
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
P F West
Director
Date: 22 December 2025
The notes on pages 16 to 35 form part of these financial statements. Page 10
CAPERNAUM CAPITAL MANAGEMENT LIMITED REGISTERED NUMBER:11438515 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 2,738,022 |  | 2,738,022
|  |  | 2,738,022 |  | 2,738,022
Current assets |  |  |  |  |
Cash at bank and in hand | 18 | 19,980 |  | 16,876 |
|  | 19,980 |  | 16,876 |
Creditors: amounts falling due within one year | 19 | (300,965) |  | (399,538) |
Net current liabilities |  |  | (280,985) |  | (382,662)
Total assets less current liabilities |  |  | 2,457,037 |  | 2,355,360
Net assets |  |  | 2,457,037 |  | 2,355,360
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 737,592 |  | 776,705
Share premium account |  |  | 819,442 |  | 658,686
Capital redemption reserve |  |  | 82,684 |  | 43,389
Profit and loss account brought forward |  | 876,580 |  | 554,454 |
Profit for the year |  | 226,047 |  | 485,169 |
Other changes in the profit and loss account |  | (285,308) |  | (163,043) |
Profit and loss account carried forward |  |  | 817,319 |  | 876,580
|  |  | 2,457,037 |  | 2,355,360
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
P F West
Director
Date: 22 December 2025
The notes on pages 16 to 35 form part of these financial statements. Page 11
CAPERNAUM CAPITAL MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 October 2023 | 776,718 | 658,686 | 43,376 | 237,144 | 1,715,924
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 65,998 | 65,998
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (152,000) | (152,000)
Purchase of own shares | - | - | 13 | (11,043) | (11,030)
Shares cancelled during the year | (13) | - | - | - | (13)
Total transactions with owners | (13) | - | 13 | (163,043) | (163,043)
At 1 October 2024 | 776,705 | 658,686 | 43,389 | 140,099 | 1,618,879
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 59,544 | 59,544
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity Capital | - | - | - | (233,001) | (233,001)
Purchase of own shares | - | - | 39,295 | (52,307) | (13,012)
Shares issued during the year | 182 | 160,756 | - | - | 160,938
Shares cancelled during the year | (39,295) | - | - | - | (39,295)
Total transactions with owners | (39,113) | 160,756 | 39,295 | (285,308) | (124,370)
At 30 September 2025 | 737,592 | 819,442 | 82,684 | (85,665) | 1,554,053
| The notes on pages 16 to 35 form part of these financial statements.
Page 12
CAPERNAUM CAPITAL MANAGEMENT LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 October 2023 | 776,718 | 658,686 | 43,376 | 554,454 | 2,033,234
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 485,169 | 485,169
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (152,000) | (152,000)
Purchase of own shares | - | - | 13 | (11,043) | (11,030)
Shares cancelled during the year | (13) | - | - | - | (13)
Total transactions with owners | (13) | - | 13 | (163,043) | (163,043)
At 1 October 2024 | 776,705 | 658,686 | 43,389 | 876,580 | 2,355,360
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 226,047 | 226,047
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (233,001) | (233,001)
Purchase of own shares | - | - | 39,295 | (52,307) | (13,012)
Shares issued during the year | 182 | 160,756 | - | - | 160,938
Shares cancelled during the year | (39,295) | - | - | - | (39,295)
Total transactions with owners | (39,113) | 160,756 | 39,295 | (285,308) | (124,370)
At 30 September 2025 | 737,592 | 819,442 | 82,684 | 817,319 | 2,457,037
| The notes on pages 16 to 35 form part of these financial statements.
Page 13
CAPERNAUM CAPITAL MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 59,544 | 65,998
Adjustments for: |  |
Amortisation of intangible assets | 241,686 | 241,686
Depreciation of tangible assets | 15,726 | 18,909
Loss on disposal of tangible assets | 721 | 4,192
Interest paid | 2,699 | 1,389
Interest received | (4,183) | (3,562)
Taxation charge | 96,576 | 115,434
Decrease in debtors | 17,251 | 26,138
(Decrease)/increase in creditors | (153,763) | 112,580
Net fair value (gains) recognised in P&L | (14,219) | (25,913)
Corporation tax (paid) | (112,766) | (86,952)
Net cash generated from operating activities | 149,272 | 469,899
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (14,728) | (17,451)
Proceeds on disposal of tangible fixed assets | 1,067 | 900
Increase in current asset investments | (80,925) | (123,329)
Sale of short-term listed investments | 33,534 | -
Interest received | 4,183 | 3,562
Net cash from investing activities | (56,869) | (136,318)
Cash flows from financing activities |  |
Issue of ordinary shares | 160,938 | -
Purchase of ordinary shares | (52,307) | (11,043)
Repayment of loans | (10,628) | (25,911)
Dividends paid | (233,001) | (152,000)
Interest paid | (2,699) | (1,389)
Net cash used in financing activities | (137,697) | (190,343)
Page 14
CAPERNAUM CAPITAL MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  | 2025 | 2024
|  | £ | £
Net (decrease)/increase in cash and cash equivalents | (45,294) | 143,238
Cash and cash equivalents at beginning of year | 421,931 | 278,693
Cash and cash equivalents at the end of year | 376,637 | 421,931
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 376,637 | 421,931
| 376,637 | 421,931
Page 15
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | GENERAL INFORMATION
Capernaum Capital Management Limited is a private company, limited by shares, domiciled in England and Wales, registration number 11438515. The registered office is 68 King William Street, London, England, EC4N 7HR. 2.ACCOUNTING POLICIES
| 2.1 | BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | FOREIGN CURRENCY TRANSLATION
Functional and presentation currency The Company'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 except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. 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. Page 16
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.3 | REVENUE
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: There are three different types of revenue that are recognised in the group. Recurring revenue is recognised based on a fixed percentage of the funds under management, which varies with the client depending on contract terms. Initial fees are recognised on the effective commencement or renewal date of the related policy. Advisory income and other fixed fee income is recognised upon the period that the professional service has been provided. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | OPERATING LEASES: THE GROUP AS LESSEE
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.5 | INTEREST INCOME
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | FINANCE COSTS
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | BORROWING COSTS
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 17
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.8 | CURRENT AND DEFERRED TAXATION
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.9 | INTANGIBLE ASSETS
GOODWILL Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. OTHER INTANGIBLE ASSETS Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Page 18
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.10 | TANGIBLE FIXED ASSETS
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 25% | straight line
|  |  |  | Office equipment | - | 25% | straght line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.11 | VALUATION OF INVESTMENTS
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.12 | DEBTORS
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.13 | CASH AND CASH EQUIVALENTS
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.14 | CREDITORS
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 19
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.15 | PROVISIONS FOR LIABILITIES
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.16 | FINANCIAL INSTRUMENTS
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets 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 profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. Page 20
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.16 | FINANCIAL INSTRUMENTS (CONTINUED)
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 21
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.17 | FINANCIAL LIABILITIES
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: Interest bearing loans and borrowings Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost. Derecognition of financial liabilities A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
| 2.18 | DIVIDENDS
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 22
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
3. | JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Management have applied the following judgements in the preparation of these financial statement: Tangible fixed assets - depreciatio n Fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing assets lives, factors such as technological innovation and product life cycles are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. Amortisation of goodwill The annual amortisation charge for goodwill is sensitive to changes in the estimated useful economic life of the goodwill acquired. The useful economic life of the goodwill is re-assessed annually and is amended when necessary to reflect the current estimate by the directors of the remaining life of the goodwill on the acquisition of Investment Quorum Limited. Carrying value of investments The Company believes there are no indications of impairment regarding the investment in Investment Quorum Limited.
4. | TURNOVER
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Private client wealth management | 3,343,328 | 3,196,195
|  | 3,343,328 | 3,196,195
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 3,343,328 | 3,196,195
|  | 3,343,328 | 3,196,195
Page 23
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
5. | OTHER OPERATING INCOME
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Investment income | 38,027 | 25,913
| Profit / (Loss) on disposal of tangible assets | - | (4,192)
|  | 38,027 | 21,721
6. | OPERATING PROFIT
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 15,726 | 18,909
| (Gain)/loss on disposal of fixed assets | 721 | 4,192
| Other operating lease rentals | 160,632 | 217,994
7. | AUDITORS' REMUNERATION
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements | 5,900 | 5,620
| Fees payable to the Company's auditor and its associates in respect of: |  |
| The auditing of the subsidiary companies' accounts | 16,110 | 15,350
| Taxation compliance services | 4,375 | 3,360
| All other services | 1,765 | 1,680
Page 24
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
8. | EMPLOYEES
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 1,767,158 | 1,585,231
| Social security costs | 197,976 | 162,984
| Cost of defined contribution scheme | 89,473 | 74,865
|  | 2,054,607 | 1,823,080
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Directors | 4 | 4 | 4 | 4
|  | Client relationsip managers | 11 | 11 | - | -
|  | Support staff | 7 | 7 | - | -
|  |  | 22 | 22 | 4 | 4
9. | DIRECTORS' REMUNERATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 735,577 | 514,155
| Group contributions to defined contribution pension schemes | 43,400 | 34,630
| Directors fees | 30,600 | 61,442
|  | 809,577 | 610,227
| During the year retirement benefits were accruing to 3 directors (2024:3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £275,000 (2024:£212,885).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £17,500 (2024:£17,000).
| The total value of the Group's compensation to key management personnel in the year totalled £1,029,324 (2024: £778,239).
Page 25
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
10. | INTEREST RECEIVABLE
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 4,183 | 3,562
|  | 4,183 | 3,562
11. | INTEREST PAYABLE AND SIMILAR EXPENSES
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 2,699 | 1,426
|  | 2,699 | 1,426
12. | TAXATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| CORPORATION TAX |  |
| Current tax on profits for the year | 91,195 | 112,873
| Adjustments in respect of previous periods | 3,122 | -
|  | 94,317 | 112,873
| TOTAL CURRENT TAX | 94,317 | 112,873
| DEFERRED TAX |  |
| Origination and reversal of timing differences | 2,259 | 2,561
| TOTAL DEFERRED TAX | 2,259 | 2,561
| TAXATION ON PROFIT ON ORDINARY ACTIVITIES | 96,576 | 115,434
Page 26
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 12.TAXATION (CONTINUED)
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is higher than (2024:higher than) 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 | 156,120 | 181,432
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024:25%) | 39,031 | 45,357
| EFFECTS OF: |  |
| Fixed asset differences | 249 | -
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 12,531 | 9,459
| Exempt ABGH distribution | (687) | (402)
| Adjustments to tax charge in respect of prior periods | 3,122 | 118
| Adjustments to tax charge in respect of prior periods - deferred tax | 462 | (171)
| Income not taxable for tax purposes | (6,699) | (5,576)
| Capital gains/(losses) | 3,896 | 6,227
| Adjustment in respect of the amortisation of goodwill on consolidation | 60,421 | 60,422
| Other permanent differences | (15,750) | -
| TOTAL TAX CHARGE FOR THE YEAR | 96,576 | 115,434
Page 27
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
13. | INTANGIBLE ASSETS
| Group
|  | Goodwill
|  | £
| COST |
| At 1 October 2024 | 2,416,861
| At 30 September 2025 | 2,416,861
| AMORTISATION |
| At 1 October 2024 | 1,490,447
| Charge for the year on owned assets | 241,686
| At 30 September 2025 | 1,732,133
| NET BOOK VALUE |
| At 30 September 2025 | 684,728
| At 30 September 2024 | 926,414
Page 28
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
14. | TANGIBLE FIXED ASSETS
| Group
|  | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £
| COST OR VALUATION |  |  |
| At 1 October 2024 | 4,257 | 83,505 | 87,762
| Additions | - | 14,728 | 14,728
| Disposals | - | (25,884) | (25,884)
| At 30 September 2025 | 4,257 | 72,349 | 76,606
| DEPRECIATION |  |  |
| At 1 October 2024 | 1,251 | 54,893 | 56,144
| Charge for the year on owned assets | 1,064 | 14,662 | 15,726
| Disposals | - | (24,096) | (24,096)
| At 30 September 2025 | 2,315 | 45,459 | 47,774
| NET BOOK VALUE |  |  |
| At 30 September 2025 | 1,942 | 26,890 | 28,832
| At 30 September 2024 | 3,006 | 28,612 | 31,618
15. | FIXED ASSET INVESTMENTS
| Company
|  | Investments in subsidiary companies
|  | £
| COST OR VALUATION |
| At 1 October 2024 | 2,738,022
| At 30 September 2025 | 2,738,022
Page 29
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
| SUBSIDIARY UNDERTAKING
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Investment Quorum Limited | 68 King William Street, London, EC4N 7HR | Ordinary | 100%
16. | DEBTORS
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Trade debtors | 167,493 | 176,644
| Other debtors | 38,509 | 32,487
| Prepayments | 78,774 | 92,884
| Tax recoverable | - | 12
|  | 284,776 | 302,027
17. | CURRENT ASSET INVESTMENTS
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Listed investments | 438,248 | 376,638
|  | 438,248 | 376,638
18. | CASH AND CASH EQUIVALENTS
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 376,637 | 421,931 | 19,980 | 16,876
|  | 376,637 | 421,931 | 19,980 | 16,876
Page 30
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
19. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Other loans | - | 10,628 | - | 10,628
| Trade creditors | 14,741 | 51,982 | - | -
| Amounts owed to group undertakings | - | - | 292,709 | 230,220
| Corporation tax | 91,144 | 109,593 | - | -
| Other taxation and social security | 60,443 | 47,223 | - | -
| Other creditors | 10,609 | 160,339 | - | 152,000
| Accruals and deferred income | 68,187 | 48,199 | 8,256 | 6,690
|  | 245,124 | 427,964 | 300,965 | 399,538
20. | FINANCIAL INSTRUMENTS
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| FINANCIAL ASSETS |  |
| Financial assets that are debt insturments measured at amortised cost | 814,885 | 798,569
| Financial assets measured at fair value through profit or loss comprise of cash at bank and current asset investments.
Page 31
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
21. | DEFERRED TAXATION
| Group
|  | 2025
|  | £
| At beginning of year | (11,785)
| Charged to profit or loss | (2,259)
| AT END OF YEAR | (14,044)
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Fixed asset timing differences | (6,986) | (6,972)
| Short term timing differences | 3,652 | 3,084
| Capital gains | (10,710) | (7,897)
|  | (14,044) | (11,785)
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CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
22. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 390,288 (2024:372,133) Ordinary shares of £0.01 each | 3,903 | 3,721
|  | 333,598 (2024:372,880) NV Ordinary shares of £1.00 each | 333,598 | 372,880
|  | 400,000 (2024:400,000) Ordinary S2 shares of £1.00 each | 400,000 | 400,000
|  | 9,104 (2024:10,400) NV Ordinary S2 shares of £0.01 each | 91 | 104
|  |  | 737,592 | 776,705
| Ordinary shares have full rights in the company with respect to voting, dividends and distributions. NV Ordinary shares have no voting rights but have rights to dividends, rights to distribution on a return of capital and are not redeemable. The company entered into an agreement to buy back the NV Ordinary Shares Series 2 for a total consideration of £105,003 by instalments from November 2023 to November 2030. The total within one year is £14,004, within 2-5 years is £63,936 and in 5+ years is £3,996. During the year, the Company repurchased 1,336 (2024: 1,227) NV Ordinary Shares Series 2 at £0.01 per share. As such the capital redemption reserve was credited £13 (2024: £13). During the year, the Company repurchased 39,282 (2024: Nil) NV Ordinary Shares at £0.01 per share. As such the capital redemption reserve was credited £39,282 (2024: £13). During the year, the Company issued 18,155 (2024: Nil) Ordinary Shares at £0.01 per share. Of these shares issued, 6,000 related to the EMI Share scheme as detailed in note 27. As such the called up share capital reserve was credited £182 (2024: £Nil).
| 23. | ANALYSIS OF NET DEBT
|  |  | At 1 October 2024 | Cash flows | At 30 September 2025
|  |  | £ | £ | £
| Cash at bank and in hand | 421,931 | (45,294) | 376,637
| Debt due within 1 year | (10,628) | 10,628 | -
| Liquid investments | 376,638 | 61,610 | 438,248
|  | 787,941 | 26,944 | 814,885
24. | PENSION COMMITMENTS
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £89,473 (2024: £74,865). Contributions totalling £10,609 (2024: £8,339) were payable to the fund at the balance sheet date and are included in creditors. Page 33
CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
25. | COMMITMENTS UNDER OPERATING LEASES
| At 30 September 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 146,190 | 170,684
| Later than 1 year and not later than 5 years | 37,847 | 146,190
|  | 184,037 | 316,874
26. | RELATED PARTY TRANSACTIONS
| The Company has taken the exemption under FRS 102, section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to discose transactions with wholly owned group undertakings.
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CAPERNAUM CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
27. | SHARE OPTIONS
In 2022 the Company granted share options to the employees of Investment Quorum Limited providing the option to acquire shares in Capernaum Capital Management Limited under an Enterprise Management Incentive (EMI) scheme as follows: The options are exercisable at the discretion of the individuals. The option may be exercised in respect of some or all of the option shares after the vesting period of 3 years. The Option Holder who gives or receives notice of termination of employment (whether or not lawful) may not exercise the Option under any clause of this agreement at any time while the notice remains effective. The options granted related to 20,000 Ordinary shares with an exercise price of £1.50 If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital or otherwise) that affects (or may affect) the value of the Option to the Option Holder, the Board shall adjust the number and description of Option Shares subject to the Option or the Exercise Price of each Option in a manner that the Board, in its reasonable opinion, considers to be fair and appropriate. In December 2022, an employee within the share scheme left the Company and was removed from the share options scheme. In August 2024 an employee within the share scheme left the Company and was removed from the share options scheme. Share options were exercised by two employees in the current year totaling 6,000 shares which has resulted in an increase in Ordinary shares. As such, at 30 September 2025 9,500 Ordinary shares each with an exercise price of £1.50 are remaining. In 2024 the Company granted share options to the employees of Investment Quorum Limited providing the option to acquire shares in Capernaum Capital Management Limited under a second Enterprise Management Incentive (EMI) scheme as follows: The options are exercisable at the discretion of the individuals. The option may be exercised in respect of some or all of the option shares after a vesting period of 3 years. The Option Holder who gives or receives notice of termination of employment (whether or not lawful) may not exercise the Option under clause of this agreement at any time while the notice remains effective. The options granted during 2024 relate to 6,000 Ordinary shares with an exercise price of £9.00. If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issues, consolidation, subdivision or reduction of capital or otherwise) that affects (or may affect) the value of the Option to the Option Holder, the Board shall adjust the number and description of Option Shares subject to the Option or the Exercise Price of each Option in a manner that the Board, in its reasonable opinion, considers to be fair and appropriate. All employees within the scheme remain employed at year end. As such there is 6,000 Ordinary shares each with an exercise price of £9.00 remaining.
28. | CONTROLLING PARTY
There is no ultimate controlling party.
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