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Registered number: 09893549 AEGILA CAPITAL MANAGEMENT LIMITED ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
AEGILA CAPITAL MANAGEMENT LIMITED CONTENTS
| Page
Company information | 1
Directors' report | 2 - 3
Directors' responsibilities statement | 4
Independent auditor's report | 5 - 8
Consolidated statement of profit or loss | 9
Consolidated statement of other comprehensive income | 10
Consolidated statement of financial position | 11 - 12
Company statement of financial position | 13 - 14
Consolidated statement of changes in equity | 15
Company statement of changes in equity | 16
Consolidated statement of cash flows | 17
Company statement of cash flows | 18
Notes to the consolidated financial statements | 19 - 38
AEGILA CAPITAL MANAGEMENT LIMITED COMPANY INFORMATION
Directors | S K Nooruddin
| X Verdeyen
Company secretary | T&H Secretarial Services Limited
Registered number | 09893549
Registered office | 3 Bunhill Row
| London
| England
| EC1Y 8YZ
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
AEGILA CAPITAL MANAGEMENT LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the audited consolidated financial statements for Aegila Capital Management Limited (the “company”) and its subsidiaries (together, the “group”) for the year ended 31 December 2025.
Principal activity & future developments
The company’s principal activity comprises the provision of investment advisory and corporate finance arrangement services for clients seeking to invest in UK and European real estate opportunities. The company was authorised and regulated by the Financial Conduct Authority (the “FCA”) to conduct investment related activities but surrendered its licence as it was no longer required. The FCA stopped regulating the company on 10 January 2023 when the company’s authorisation was cancelled. In 2022, the company entered in a sub-delegation with Stepstone Group Real Estate LP ("Stepstone"), who are now managing the assets. Stepstone charges the company an annual management fee equal to 0.95% of the Invested Equity by the shareholders in the existing asset, payable quarterly in arrears. 2025 was the fifth profit-making year of operation for the company following the restructuring that was undertaken in 2020 to establish a more sustainable cost base for the business. Group revenue of £1,646,238 (2024: £1,555,737) was derived from existing advisory agreements. The group generated net cash inflows from operating activities of £497,996 (2024: £194,396) during the year.
Results and dividends
The profit for the year, after taxation and minority interests, amounted to £419,201 (2024: £322,175). On 8 December 2025, the directors declared an interim dividend of £1,000,000 (2024: £Nil). This had not been paid by the date of the approval of these financial statements.
Directors
The directors who served during the year were:
S K Nooruddin
X Verdeyen
Disclosure of information to auditor
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 auditor is 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 auditor is aware of that information. Page 2
AEGILA CAPITAL MANAGEMENT LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Small company provisions
This report has been prepared in accordance with the special provisions for small companies under Part 15 of the Companies Act 2006. The Directors have not presented a separate Strategic Report having applied the exemption set out in section 414B of the Companies Act 2006 for small companies. This report was approved by the board and signed on its behalf.
X Verdeyen Director
Date: 23 February 2026
Page 3
AEGILA CAPITAL MANAGEMENT LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing the directors' report and the consolidated financial statements, in accordance with applicable law. Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK. Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing the consolidated financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and estimates that are reasonable and prudent; ∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements; ∙assess the group and company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and ∙use the going concern basis of accounting unless they either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in directors' reports may differ from legislation in other jurisdictions. Page 4
AEGILA CAPITAL MANAGEMENT LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AEGILA CAPITAL MANAGEMENT LIMITED FOR THE YEAR ENDED 31 DECEMBER 2025
Opinion
We have audited the financial statements of Aegila Capital Management Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the consolidated statement of profit or loss, 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 company 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 set out on pages 19 - 24. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. In our opinion: ∙the financial statements give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended; ∙the group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and ∙the financial statements 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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company 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
AEGILA CAPITAL MANAGEMENT LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AEGILA CAPITAL MANAGEMENT LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; 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 on page 4, 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
AEGILA CAPITAL MANAGEMENT LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AEGILA CAPITAL MANAGEMENT LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Auditor's 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 auditor's 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 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: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and group's sector; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested a sample of journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙reading the minutes of meetings of those charged with governance; ∙enquiring of management as to actual and potential litigation and claims; and ∙reviewing correspondence with HM Revenue and Customs and the company’s legal advisors. Page 7
AEGILA CAPITAL MANAGEMENT LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AEGILA CAPITAL MANAGEMENT LIMITED (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Auditor's responsibilities for the audit of the financial statements (continued) Our risk assessment findings for both non-compliance with laws and regulations and the susceptibility of the group’s financial statements to material misstatement arising from fraud were communicated with component auditors so that they could include them within their own risk assessment procedures and include, where appropriate audit procedures in response to such risks in their work. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards require that we identify non-compliance with laws and regulations through enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any, as well as any additional procedures deemed necessary. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Nicholas Anderson (senior statutory auditor) for and on behalf of Blick Rothenberg Audit LLP Chartered Accountants Statutory Auditor 16 Great Queen Street Covent Garden London WC2B 5AH 24 February 2026 Page 8
AEGILA CAPITAL MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Revenue | 4 | 1,646,238 | 1,555,737
Administrative expenses |  | (1,262,997) | (1,285,669)
Profit from operations |  | 383,241 | 270,068
Impairment loss |  | (498) | -
Net finance income |  | 32,669 | 43,766
Profit before taxation |  | 415,412 | 313,834
Taxation | 8 | - | -
Profit for the year |  | 415,412 | 313,834
Profit for the year attributable to: |  |  |
Owners of the parent |  | 419,201 | 322,175
Non-controlling interests |  | (3,789) | (8,341)
|  | 415,412 | 313,834
The notes on pages 19 to 38 form part of these financial statements.
Page 9
AEGILA CAPITAL MANAGEMENT LIMITED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  |  | £ | £
Profit for the year |  | 415,412 | 313,834
Exchange losses arising on translation on foreign operations |  | (3,916) | (5,318)
Total comprehensive income |  | 411,496 | 308,516
The notes on pages 19 to 38 form part of these financial statements. Page 10
AEGILA CAPITAL MANAGEMENT LIMITED REGISTERED NUMBER: 09893549 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Assets |  |
Non-current assets |  |  |
Property, plant and equipment | 9 | - | 456
Intangible assets | 10 | 3,527 | 4,468
Investments | 11 | - | 498
Trade and other receivables | 12 | 653,866 | -
|  | 657,393 | 5,422
Current assets |  |  |
Trade and other receivables | 12 | 495,301 | 938,546
Cash and cash equivalents | 13 | 1,897,643 | 1,375,636
Total current assets |  | 2,392,944 | 2,314,182
Total assets |  | 3,050,337 | 2,319,604
Liabilities |  |
Non-current liabilities |  |  |
Current liabilities |  |  |
Trade and other liabilities | 14 | 650,008 | 330,771
Total liabilities |  | 650,008 | 330,771
Net assets |  | 2,400,329 | 1,988,833
Page 11
AEGILA CAPITAL MANAGEMENT LIMITED REGISTERED NUMBER: 09893549 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Issued capital and reserves attributable to owners of the parent |  |  |
Share capital | 15 | 2 | 5,600,000
Foreign exchange reserve | 16 | (1,060) | 2,856
Profit and loss reserve | 16 | 2,426,671 | (3,592,528)
|  | 2,425,613 | 2,010,328
Minority interests |  |  |
Non-controlling interests |  | (25,284) | (21,495)
Total equity |  | 2,400,329 | 1,988,833
The financial statements on pages 9 to 38 were approved and authorised for issue by the board of directors and were signed on its behalf by:
X Verdeyen
Director
Date: 23 February 2026
The notes on pages 19 to 38 form part of these financial statements. Page 12
AEGILA CAPITAL MANAGEMENT LIMITED REGISTERED NUMBER: 09893549 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Assets |  |
Non-current assets |  |  |
Property, plant and equipment | 9 | - | 456
Intangible assets | 10 | 3,527 | 4,468
Investments | 11 | - | 498
Trade and other receivables | 12 | 653,866 | -
|  | 657,393 | 5,422
Current assets |  |  |
Trade and other receivables | 12 | 495,292 | 938,537
Cash and cash equivalents | 13 | 1,897,643 | 1,375,636
Total current assets |  | 2,392,935 | 2,314,173
Total assets |  | 3,050,328 | 2,319,595
Liabilities |  |
Current liabilities |  |  |
Trade and other liabilities | 14 | 639,753 | 321,404
Total liabilities |  | 639,753 | 321,404
Net assets |  | 2,410,575 | 1,998,191
Page 13
AEGILA CAPITAL MANAGEMENT LIMITED REGISTERED NUMBER: 09893549 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Issued capital and reserves attributable to owners of the parent |  |  |
Share capital | 15 | 2 | 5,600,000
Profit and loss reserve | 16 | 2,410,573 | (3,601,809)
Total equity |  | 2,410,575 | 1,998,191
The company's profit for the year was £412,384 (2024: £322,945). The financial statements on pages 9 to 38 were approved and authorised for issue by the board of directors and were signed on its behalf by:
X Verdeyen
Director
Date: 23 February 2026
The notes on pages 19 to 38 form part of these financial statements. Page 14
AEGILA CAPITAL MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Share capital | Foreign exchange reserve | Profit and loss reserve | Total attributable to equity holders of parent | Non-controlling interests | Total equity
| £ | £ | £ | £ | £ | £
At 1 January 2024 | 5,600,000 | 8,174 | (3,914,703) | 1,693,471 | (13,154) | 1,680,317
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | 322,175 | 322,175 | (8,341) | 313,834
Other comprehensive income | - | (5,318) | - | (5,318) | - | (5,318)
Total comprehensive income for the year | - | (5,318) | 322,175 | 316,857 | (8,341) | 308,516
At 31 December 2024 | 5,600,000 | 2,856 | (3,592,528) | 2,010,328 | (21,495) | 1,988,833
At 1 January 2025 | 5,600,000 | 2,856 | (3,592,528) | 2,010,328 | (21,495) | 1,988,833
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | 419,201 | 419,201 | (3,789) | 415,412
Other comprehensive income | - | (3,916) | - | (3,916) | - | (3,916)
Total comprehensive income for the year | - | (3,916) | 419,201 | 415,285 | (3,789) | 411,496
Contributions by and distributions to owners |  |  |  |  |  |
Capital reduction | (5,599,998) | - | 5,599,998 | - | - | -
Total contributions by and distributions to owners | (5,599,998) | - | 5,599,998 | - | - | -
At 31 December 2025 | 2 | (1,060) | 2,426,671 | 2,425,613 | (25,284) | 2,400,329
The notes on pages 19 to 38 form part of these financial statements.
Page 15
AEGILA CAPITAL MANAGEMENT LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Share capital | Profit and loss reserve | Total equity
| £ | £ | £
At 1 January 2024 | 5,600,000 | (3,924,754) | 1,675,246
Comprehensive income for the year |  |  |
Profit for the year | - | 322,945 | 322,945
Total comprehensive income for the year | - | 322,945 | 322,945
At 31 December 2024 | 5,600,000 | (3,601,809) | 1,998,191
At 1 January 2025 | 5,600,000 | (3,601,809) | 1,998,191
Comprehensive income for the year |  |  |
Profit for the year | - | 412,384 | 412,384
Total comprehensive income for the year | - | 412,384 | 412,384
Contributions by and distributions to owners |  |  |
Capital reduction | (5,599,998) | 5,599,998 | -
Total contributions by and distributions to owners | (5,599,998) | 5,599,998 | -
At 31 December 2025 | 2 | 2,410,573 | 2,410,575
The notes on pages 19 to 38 form part of these financial statements.
Page 16
AEGILA CAPITAL MANAGEMENT LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Cash flows from operating activities |  |  |
Profit for the year |  | 415,412 | 313,834
Adjustments for |  |  |
Depreciation of property, plant and equipment | 9 | 456 | 685
Amortisation of intangible fixed assets | 10 | 4,044 | 3,949
Impairment of investments | 11 | 498 | 17,566
Net finance income |  | (32,669) | (43,766)
Net exchange differences |  | (19,584) | 22,186
|  | 368,157 | 314,454
Movements in working capital: |  |  |
Decrease in trade and other receivables |  | (195,643) | (125,848)
Increase in trade and other payables |  | 325,482 | 5,790
Cash generated from operations |  | 497,996 | 194,396
Cash flows from investing activities |  |  |
Acquisition of intangible fixed assets | 10 | (3,103) | (2,925)
Interest received |  | 32,669 | 43,766
Cash generated from investing activities |  | 29,566 | 40,841
Net increase in cash and cash equivalents |  | 527,562 | 235,237
Net foreign exchange difference |  | (5,555) | (19,271)
Cash and cash equivalents at the beginning of year |  | 1,375,636 | 1,159,670
Cash and cash equivalents at the end of the year | 13 | 1,897,643 | 1,375,636
The notes on pages 19 to 38 form part of these financial statements. Page 17
AEGILA CAPITAL MANAGEMENT LIMITED COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Cash flows from operating activities |  |  |
Profit for the year |  | 412,384 | 322,945
Adjustments for |  |  |
Depreciation of property, plant and equipment | 9 | 456 | 685
Amortisation of intangible fixed assets | 10 | 4,044 | 3,949
Impairment of investments | 11 | 498 | 11,167
Impairment loss on receivables |  | 26,106 | 25,990
Net finance income |  | (32,669) | (43,766)
Net exchange differences |  | (28,333) | 13,437
|  | 382,486 | 334,407
Movements in working capital: |  |  |
Decrease in trade and other receivables |  | (221,749) | (154,852)
Increase in trade and other payables |  | 324,594 | 774
Cash generated from operations |  | 485,331 | 180,329
Cash flows from investing activities |  |  |
Acquisition of intangible fixed assets | 10 | (3,103) | (2,925)
Interest received |  | 32,669 | 43,766
Cash generated from investing activities |  | 29,566 | 40,841
Net increase in cash and cash equivalents |  | 514,897 | 221,170
Exchange gains/(loss) on cash and cash equivalents |  | 7,110 | (5,204)
Cash and cash equivalents at the beginning of year |  | 1,375,636 | 1,159,670
Cash and cash equivalents at the end of the year | 13 | 1,897,643 | 1,375,636
The notes on pages 19 to 38 form part of these financial statements. Page 18
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Aegila Capital Management Limited (the “company”) was incorporated on 30 November 2015 as a private company limited by shares and is domiciled in England and Wales. The company registration number is 09893549. The address of its registered office is 3 Bunhill Row, London, EC1Y 8YZ. The company was registered and authorised by the Financial Conduct Authority (the “FCA”) to provide investment advisory and arranging services, up to 10 January 2023. The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. Small company provisions The financial statements have been prepared in accordance with the special provisions for small companies under Part 15 of the Companies Act 2006. Statement of compliance These financial statements have been prepared and approved by the Directors in accordance with UK-adopted international accounting standards and the requirements of the Companies Act 2006. Summary of significant material accounting policies The principal accounting policies applied in the preparation of the financial statements are set out below. 2.Accounting policies
| 2.1 | Basis of presentation
The financial statements have been prepared on a going concern basis and under the historical cost convention except for Investments measured at Fair Value. Basis of consolidation The consolidated financial statements present the results of the company and its subsidiaries (“together the group”) as a single entity. Intercompany transactions and balances between group entities are eliminated in full. Control is achieved when the group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the group controls an investee if, and only if, the group has: ∙Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee) ∙Exposure, or rights, to variable returns from its involvement with the investee ∙The ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the group has less than a majority of the voting or similar rights of an investee, the group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: Page 19
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) Basis of consolidation (continued) ∙The contractual arrangement(s) with the other vote holders of the investee ∙Rights arising from other contractual arrangements. ∙The group’s voting rights and potential voting rights. The group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the group obtains control over the subsidiary and ceases when the group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the group gains control until the date the group ceases to control the subsidiary. Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value. Page 20
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.2 | IFRS Accounting standards and interpretations
(a) Standards issued and effective beginning on or after 1 January 2025 The following amendment became mandatorily effective for annual reporting periods beginning on or after 1 January 2025: ∙IAS 21 - Lack of exchangeability This amendment introduces requirements for assessing when a currency is exchangeable or non- exchangeable, and requires entities to estimate the spot exchange rate when the currency is not exchangeable. It also introduces additional disclosure requirements. The amendment did not have a material impact on the company's financial statements. (b) Standards issued but not yet effective Relevant standards and interpretations that are issued, but not yet effective, up to the date of the company's financial statements are disclosed below: ∙Amendments to IFRS 9 and IFRS 7 - Classification and measurement of financial instruments ∙Amendments to IFRS 9 and IFRS 7 - Contracts referencing nature-dependent electricity ∙Amendments to IAS 21 - Translation to a hyperinflationary presentation currency ∙IFRS 18 - Presentation and disclosure in financial statements ∙IFRS 19 - Subsidiaries without public accountability: disclosures ∙Amendments to IFRS 19 - Subsidiaries without public accountability: disclosures ∙Annual improvements to IFRS - Volume 11 (amendments to IFRS 1, IFRS 7 and its implementation guidance, IFRS 9, IFRS 10 and IAS 7) The group does not expect these to have a material impact on its financial statements.
| 2.3 | Going concern
At year-end, the group’s net assets and net current assets totalled £2,400,329 and £2,396,802, respectively, with cash of £1,897,643. The operating cash flows are positive, with revenue derived from advisory agreements and a predominantly fixed income profile. The directors have reviewed the group’s financial performance, position and cash flow forecasts and conclude that it will have sufficient resources to cover its operating costs and settle its obligations as they fall due. The directors are not aware of any material uncertainties related to events or conditions that may cast significant doubt about the ability of the group or the company to continue as a going concern, covering a period of at least twelve months from the date of approval of the financial statements. As such, the directors conclude that it is appropriate to prepare the financial statements on a going concern basis. The immediate parent undertaking has approved an authorised share capital of £20m, of which £19.99m remains unissued as at 31 December 2025, and could be utilised to fund the company’s potential future capital needs. Page 21
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided. The group recognises revenue on an accruals basis, net of VAT, when the amount of revenue can be reliably measured and when it is probable that future economic benefits will flow to the group. Revenue comprises transaction fees and recurring investment advisory fees from services provided in respect of real estate transactions. Transaction fees are success-based and recognised when the transaction to which it relates closes. Investment advisory fees are recognised quarterly in arrears based on a percentage of invested equity plus reimbursed out-of-pocket expenses. Income is recognised from the point that equity is deployed.
| 2.5 | Expenses
Expenses incurred are recognised on an accrual basis.
| 2.6 | Corporate tax
Current income tax The current income tax charge is calculated on the basis of the applicable tax law in the jurisdiction in which taxable profit is generated by the Company’s or the Group’s activities. It is recognised as an expense for the year except to the extent that such taxable profit is charged or credited in other comprehensive income or directly to equity. In these circumstances, current tax is charged or credited to other comprehensive income or to equity. Deferred tax Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the date of the statement of financial position and are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled. The tax effects of carrying forward unused losses or unused tax credits are recognised as an asset to the extent that it is probable that future taxable profits will be available against which these losses can be utilised.
| 2.7 | Functional and presentational currency
The financial statements are presented in pound sterling, which is the currency of the primary economic environment in which the group and the company operates (the functional currency). The financial statement values have been rounded to the nearest pound sterling, except when otherwise indicated. Page 22
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Foreign currency translation
Foreign currency transactions that are transactions denominated, or that require settlement, in a foreign currency are translated into the functional currency using the exchange rates prevailing at the dates of the relevant transactions. Monetary items denominated in a foreign currency are translated with the closing rate as at the reporting date. Non-monetary items measured at historical cost denominated in a foreign currency are translated with the exchange rate as at the date of initial recognition; non-monetary items in a foreign currency that are measured at fair value are translated using the exchange rates at the date when the fair value was determined. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the transactions, at period-end exchange rates, of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of comprehensive income. On consolidation, the assets and liabilities of foreign operations are translated into pound sterling at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI.
| 2.9 | Property, plant and equipment
All property, plant and equipment are recognised initially at cost, being its purchase price as well as any costs 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. Subsequent to initial recognition they are measured at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost of each asset to their residual values over their expected useful lives, as follows: ∙Computer equipment – straight line over three years Residual values, useful lives and depreciation method are reviewed, and adjusted if appropriate, at each year end. Any impairment is measured in the Consolidated Statement of Comprehensive Income.
| 2.10 | Intangible assets
Intangible assets stated at cost less accumulated amortisation. They are capitalised on the basis of the costs incurred to acquire and bring to use. These costs are amortised over their estimated useful lives of one to five years and are recognised in the Consolidated Statement of Comprehensive Income. Page 23
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment. Any impairment is recognised in the Statement of Comprehensive Income in the year that it arises. Other Investments whose fair value can be reliably determined are measured at fair value. Gains and losses on remeasurement are recognized in the Statement of Comprehensive Income in the year that it arises. Where fair value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.12 | Trade and other receivables
Trade and other receivables are measured at fair value on initial recognition being equal to the amount expected to be received on settlement of the asset. A provision for impairment of receivables is established when there is objective evidence that the company and or the group will not be able to collect all amounts due according to the original terms of the receivable. The amount of the provision is the difference between the original carrying amount and the recoverable amount and this difference is recognised in the Consolidated Statement of Comprehensive Income.
| 2.13 | Cash and cash equivalents
Cash and cash equivalents comprise balances with less than three months’ maturity, including cash in hand, deposits held at call with bank and other short-term highly liquid investments with original maturities of three months or less.
| 2.14 | Trade and other payables
Trade and other payables are recognised at fair value on initial recognition which equates to the amount expected to be required to settle the obligation on behalf of the company or the group. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. Page 24
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Critical accounting judgements and significant estimates
The preparation of financial statements in conformity with the UK-adopted IAS, defined above, requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company’s and the group’s accounting policies. Any changes to assumptions may have a significant impact on the financial statements for the period over which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the financial statements, therefore, present its financial position and results fairly. The group financial statements are influenced by accounting policies, assumptions, estimates and management’s judgement, which necessarily have to be made in the course of preparation of the financial statements. The key factors concerning future and other key sources of estimation uncertainty or accounting judgement at the end of year are discussed below. Critical accounting judgement Deferred tax assets The tax effects of carrying forward unused losses or unused tax credits are recognised as an asset to the extent that it is probable that future taxable profits will be available against which these losses can be utilised. Critical accounting judgement applies as disclosed in note 8. Significant estimates Carrying value of investments Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use.
4. | Revenue
| The following is an analysis of the group's revenue for the year from continuing operations:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Advisory fees | 1,646,238 | 1,555,737
| The group's turnover is derived from advisory services related to two assets held in Europe and one in the United Kingdom.
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Administrative expenses
| The administrative expenses of the Group for the year include:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation charge | 456 | 685
| Amortisation charge | 4,044 | 3,949
| (Gain)/loss on foreign exchange | (37,507) | 22,186
6. | Auditor's remuneration
| During the year, the group obtained the following services from the company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements | 15,250 | 14,500
| Fees payable to the company's auditor for the preparation of the consolidated and parent company's financial statements | 11,500 | 11,000
| Tax compliance services | 4,750 | 4,500
7. | Directors and employees
The group had no employees during either the current or prior year. The average number of directors during the year was 2 (2024: 2). The highest, and only, paid director received remuneration of £Nil (2024: £Nil), with no retirement benefits (2024: Nil) in respect of defined contribution pension schemes. The directors are considered key management personnel of the group and received emoluments of £Nil (2024: £Nil) in remuneration in respect of services provided to the group. The remuneration of the remaining directors of the company is borne by the company's shareholders and has not been recharged to the company. The costs associated with the services that the directors provide to the company are considered to represent a negligible proportion of the overall responsibilities performed by these directors and, accordingly, it is not considered feasible to allocate a proportion of each director's overall remuneration to the company. Page 26
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Taxation
| 8.1 Income tax recognised in profit or loss
| The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit before taxation | 415,412 | 313,834
| Profit multiplied by standard rate of corporation tax in the UK at 25% for 2025 (25% for 2024) | 103,853 | 78,459
| Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment | (757) | 8,775
| Fixed asset timing differences | 114 | 171
| Relief for losses brought forward | (103,210) | (87,405)
| Total tax expense | - | -
Changes in tax rates and factors affecting the future tax charges The Group has trading losses of £2,697,164 (2024: £3,135,605). The unrestricted tax losses are available indefinitely for use against future taxable profits of the group. No deferred tax has been recognised due to uncertainty of timing and quantum of future profits. Page 27
AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Property, plant and equipment
| Group and Company
|  | Computer equipment
|  | £
| Cost |
| At 1 January 2024 | 2,054
| At 31 December 2024 and 1 January 2025 | 2,054
| At 31 December 2025 | 2,054
|  | Computer equipment
|  | £
| Depreciation |
| At 1 January 2024 | 913
| Charge for the year | 685
| At 31 December 2024 and 1 January 2025 | 1,598
| Charge for the year | 456
| At 31 December 2025 | 2,054
| Net book value |
| At 1 January 2024 | 1,141
| At 31 December 2024 | 456
| At 31 December 2025 | -
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Intangible assets
| Group and Company
|  | Software & licenses
|  | £
| Cost |
| At 1 January 2024 | 7,648
| Additions | 2,925
| At 31 December 2024 and 1 January 2025 | 10,573
| Additions | 3,103
| Disposals | (5,419)
| At 31 December 2025 | 8,257
|  | Software & licenses
|  | £
| Amortisation |
| At 1 January 2024 | 2,156
| Charge for the year | 3,949
| At 31 December 2024 and 1 January 2025 | 6,105
| Charge for the year | 4,044
| Disposals | (5,419)
| At 31 December 2025 | 4,730
| Net book value |
| At 1 January 2024 | 5,492
| At 31 December 2024 | 4,468
| At 31 December 2025 | 3,527
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Investments
| Group Equity investments - non-listed
|  |  |  | 2025 | 2024
|  |  |  | £ | £
| Equity investments - non-listed |  | 498 | 18,064
| Impairment in investments |  | (498) | (17,566)
|  |  | - | 498
| Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income in the year that it arises. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. All of the investments at the year end are held at historic cost in the absence of reliable market value indicators. The recoverable amount has been assessed at the year and an impairment loss of £498 was recognised (2024: £17,566).
| Company
|  |  |  | 2025 | 2024
|  |  |  | £ | £
| Investments in subsidiaries |  | 498 | 498
| Impairment in investments |  | (498) | -
|  |  | - | 498
| Investments in subsidiaries are measured at cost less accumulated impairment. Any impairment is recognised in the Statement of Comprehensive Income in the year that it arises. The recoverable amount has been assessed at the year and an impairment loss of £498 was recognised (2024: £11,167).
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Subsidiary undertakings
| Details of the group's material subsidiaries at the end of the reporting period are as follows:
| Name of subsidiary |  | Class of shares | Place of incorporation and operation | Proportion of ownership interest and voting power held by the group (%)
|  |  |  |  |  | 2025 | 2024
| 1) Evoque Partners Jersey Limited Partnership | Partnership interest | 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR | 60 | 60
| 2) Evoque Partners Jersey GP Limited | Ordinary | 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR | 100 | 100
| 3) Magnum Partners Jersey Limited Partnership | Partnership interest | 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR | 60 | 60
| 4) Magnum Partners Jersey GP Limited | Ordinary | 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR | 100 | 100
| 5) LSE Partners Jersey Limited Partnership | Partnership interest | 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR | 100 | 100
| 6) LSE Partners Jersey GP Limited | Ordinary | 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey, JE1 4TR | 100 | 100
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Trade and other receivables
| Group
|  | 2025 | 2024
|  | £ | £
| Prepayments and accrued income | 653,866 | -
| Current |  |
| Trade receivables | 488,694 | 388,012
| VAT recoverable | 2,009 | 1,406
| Other debtors | 9 | 11
| Prepayments and accrued income | 4,589 | 549,117
| Total current trade and other receivables | 495,301 | 938,546
| Company
|  | 2025 | 2024
|  | £ | £
| Prepayments and accrued income | 653,866 | -
| Current |  |
| Trade receivables | 488,694 | 388,012
| VAT recoverable | 2,009 | 1,406
| Prepayments and accrued income | 4,589 | 549,119
| Total current trade and other receivables | 495,292 | 938,537
| The carrying amounts approximate to the fair value given their short-term maturity. No balances are considered to be past due or impaired (2024: none). The expected credit loss for the year for group and company is negligible (2024: negligible).
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Cash and cash equivalents
| Group and Company
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and on hand | 1,897,643 | 375,636
| Short-term deposits | - | 1,000,000
|  | 1,897,643 | 1,375,636
| Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods between one day and three months, depending on the immediate cash requirements of the group, and earn interest at the respective short-term deposit rates.
14. | Trade and other payables
| Group
|  | 2025 | 2024
|  | £ | £
| Current |  |
| Trade payables | 309,253 | 15,227
| Other payables | 9,255 | 3,538
| Accruals | 331,500 | 312,006
| Total current trade and other payables | 650,008 | 330,771
| Company
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade payables | 308,253 | 9,404
| Accruals | 331,500 | 312,000
| Total current trade and other payables | 639,753 | 321,404
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Share capital
| Authorised share capital |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | £ | Number | £
| Shares treated as equity |  |  |  |
| Ordinary (A) shares of £1.00 each | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000
| Ordinary (B) shares of £1.00 each | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000
|  | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000
| Issued and fully paid |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | £ | Number | £
| Ordinary (A) shares of £1.00 each |  |  |  |
| At 1 January 2025 | 2,800,000 | 2,800,000 | 2,800,000 | 2,800,000
| Capital reduction | 2,799,999 | 2,799,999 | - | -
| At 31 December 2025 | 1 | 1 | 2,800,000 | 2,800,000
|  | 2025 | 2025 | 2024 | 2024
|  | Number | £ | Number | £
| Ordinary (B) shares of £1.00 each |  |  |  |
| At 1 January 2025 | 2,800,000 | 2,800,000 | 2,800,000 | 2,800,000
| Capital reduction | 2,799,999 | 2,799,999 | - | -
| At 31 December 2025 | 1 | 1 | 2,800,000 | 2,800,000
| On 8 December 2025, a resolution was passed by the directors of the company to reduce the issued share capital from £5,600,000 to £2 by cancelling and extinguishing 2,799,999 of the issued A Ordinary shares of £1.00 each and 2,799,999 of the issued B Ordinary shares of £1.00 each. The aggregate amount by which the share capital was reduced was credited as a realised profit to the company's profit and loss reserve.
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Reserves
Foreign exchange reserve The translation reserve represents cumulative translation differences arising on translation of the net investment in subsidiary undertakings in the current and prior years. Profit and loss reserve The profit and loss reserve includes all current and prior year retained profits and losses.
17. | Analysis of amounts recognised in other comprehensive income
|  | Foreign exchange reserve
|  | £
| Year to 31 December 2025 |
| Other comprehensive income | (3,916)
|  | (3,916)
|  | Foreign exchange reserve
|  | £
| Year to 31 December 2024 |
| Other comprehensive income | (5,318)
|  | (5,318)
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Related party transactions
| Relationship | Transaction | Amount | Amount due (to)/from related parties |
|  |  | 2025 |  | 2024 | 2025 | 2024 |
|  |  | £ |  | £ | £ | £ |
| Evoque Holdings Jersey Limited | Advisory and transaction fees | 790,474 | 749,932 | 406,089 | 199,922 |
| (common control) |  |  |  |  |  |
| Magnum Partners Holding Ltd | Advisory and transaction fees | 453,120 | 421,916 | - | 118,990 |
| (common control) |  |  |  |  |  |
| LSE Jersey Holdings Unit Trust | Advisory and transaction fees | 402,645 | 383,889 | 82,605 | 69,100 |
| (common control) | Accrued income | - | - | 653,866 | 541,126 |
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Financial risk management
Financial assets The company’s policy is to regularly monitor current and expected liquidity and capital requirements to ensure that it maintains sufficient cash reserves to meet its liquidity requirements in the short and longer term, as well as comply with regulatory capital adequacy requirements. The amount expected to be required to settle the group’s obligations is equivalent to the aggregate amount shown in note 12. The table below summarises the maturity profile of the group’s financial liabilities based on contractual undiscounted payments:
| 2025 | On demand £ | Less than 3 months £ | 3 to 12 months £ | 1 to 5 years £ | Total £
| Trade and other payables | 318,508 | 331,500 | - | - | 650,008
|  | 318,508 | 331,500 | - | - | 650,008
| 2024 | On demand £ | Less than 3 months £ | 3 to 12 months £ | 1 to 5 years £ | Total £
| Trade and other payables | 18,765 | 312,006 | - | - | 330,771
|  | 18,765 | 312,006 | - | - | 330,771
Foreign exchange risk Foreign currency risk is the risk that the value of financial assets or liabilities will fluctuate due to changes in foreign exchange rates. The company is exposed to foreign currency risk as its transactions may be denominated in currencies other than Sterling. Currency risk is managed by closely monitoring daily foreign currency movements and seeking competitive exchange rates from banks. The effect of a 10% increase or decrease in the Euro exchange rate would have the following effect on the financial statements with all other variables held constant.
| Currency | Change in rate % | Profit before tax - 2025 £ | Profit before tax - 2024 £ | Equity - 2025 £ | Equity - 2024 £
| Euro | -10% | 10,519 | 31,891 | 10,519 | 31,891
| Euro | +10% | (10,519) | (31,891) | (10,519) | (31,891)
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AEGILA CAPITAL MANAGEMENT LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 19.Financial risk management (continued) Market risk The group and the company do not hold any financial assets or liabilities that are subject to changes in value due to market activity, as such the group and the company are not directly exposed to market risk. Credit risk The group and the company’s largest exposure to credit risk relates to the balance on trade receivables of £488,694 (2024: £388,012) and amounts owed by other debtors and subsidiary undertakings of £nil (2024: £nil). Based on past performances, and no past due debtors that have not been settled after the year end, the expected credit loss for the year for group and company is nil (2024: £nil). Interest rate risk The group and the company’s only interest bearing financial assets are cash and cash equivalents. It has no interest bearing financial liabilities, as such the group and the company are not significantly exposed to interest rate risk.
20. | Controlling party
In the opinion of the Directors, the company has no ultimate controlling party. The immediate parent undertaking is Osool Asset Management B.S.C(C).
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