Company registration number 11284120 (England and Wales)
BLUEGROVE CAPITAL MANAGEMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BLUEGROVE CAPITAL MANAGEMENT LIMITED
COMPANY INFORMATION
Directors
Mr M Lojevsky
Mr K Parker (Non-Executive Director)
Mr N Jordan (Non-Executive Director)
Company number
11284120
Registered office
13 Hanover Square
London
W1S 1HN
Auditor
Streets Audit LLP
Orderly House
Dragoon Road
Colchester
CO2 7FU
BLUEGROVE CAPITAL MANAGEMENT LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 18
BLUEGROVE CAPITAL MANAGEMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

The company became a regulated firm under the Financial Conduct Authority (FCA) on 26th January 2022. The results for the year reflect the conditions prevailing in the financial services industry. The directors are optimistic with regards to the future economic growth of the company.

Principal risks and uncertainties

In the ordinary course of business, the company is expected to experience a number of risks, the most significant of which are credit, liquid and operation risk. The company regards the monitoring and controlling of risk a fundamental part of the management process.

Key performance indicators

Financial key performance indicators are net revenue £444,925 (2024: £586,289) and net assets at the year end £83,737 (2024: £152,685).

Other information and explanations

Currency risk

The company does not hedge against variations in exchange rates between currencies.

Interest risk rate

The company has no significant interest bearing debts.

Liquidity risk

The company seeks to manage financial risk be ensuring sufficient liquidity is available to meet foreseeable demands. it has done this by providing adequate working capital on a regular basis.

Regulatory risks

The company has made it clear that it is a high priority to satisfy all FCA rules and meet all regulatory requirements.

Credit risk

At present the company's primary credit risk is with its trade debtors, bank balances and with its banks. The directors have assessed this risk and consider it to at a low level in view of the financial strength of the counterparties.

Employees

The company has a well-established reporting structure which encourages employee engagement in an opening working environment. The directors are responsible for ensuring that this structure enables effective communication and feedback between employees and management.

Promoting the success of the company

The directors of the company have acted in a way that they consider, in good faith, would most likely promote the success of the company for the benefit of its shareholders, employees and customers as whole, and in doing so, the director have considered (amongst other matters):

- the likely consequences of any actions in the long term,

- the interest of the company's employees,

- the need to foster the company's business relationships with customers and others,

- the impact of company's operations on the community and environment,

- the desirability of the company to maintain a reputation of high standards of business conduct, and

- the need to act fairly among shareholders, employees and customers of the company

BLUEGROVE CAPITAL MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

On behalf of the board

Mr M Lojevsky
Director
15 April 2026
BLUEGROVE CAPITAL MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of investment advisory services.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Ms N Kozyreva
(Resigned 9 March 2026)
Mr M Lojevsky
Mr K Parker (Non-Executive Director)
Mr N Jordan (Non-Executive Director)
Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr M Lojevsky
Director
15 April 2026
BLUEGROVE CAPITAL MANAGEMENT LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

BLUEGROVE CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUEGROVE CAPITAL MANAGEMENT LIMITED
- 5 -
Opinion

We have audited the financial statements of Bluegrove Capital Management Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 company's affairs as at 31 December 2025 and of its loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 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.

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.

BLUEGROVE CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUEGROVE CAPITAL MANAGEMENT LIMITED (CONTINUED)
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the 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 company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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' r esponsibilities s tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

• Had a direct effect on the determination of material of amounts and disclosures in the financial statements. These included the UK Companies Act, and tax legislation; and

• Do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included the Financial Conduct Authority regulations.

BLUEGROVE CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUEGROVE CAPITAL MANAGEMENT LIMITED (CONTINUED)
- 7 -

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud or non-compliance with laws and regulations in the following areas, and our specific procedures performed to address them are described below:

The company earns fees and commissions from its investment management activities and there is a fraud risk that these are inappropriately accelerated or deferred between account periods.

We have assessed that there is a significant risk of material misstatement relating to revenue recognition which is pinpointed to the cut off assertion specifically around the year end.

• We have obtained an understanding of the revenue process;

• Assessed the design and implementation of controls in the revenue process specifically focusing on the controls that address revenue recognition cut-off; and

• Performed additional cut-off testing around the year-end date by reviewing the income received post year end and obtaining documentary evidence to identify any transactions which may have been erroneously recognised as revenue in the incorrect period.

• Performed specific testing on the journal adjustments to the financial statements, focusing on the risk of management override of controls.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• undertaking a limited assurance FCA CASS audit engagement to ensure compliance with FCA laws and regulations:

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• asking management about any actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• Obtaining expense invoices which show the correct allocation of costs in the accounts, and in particular, those which the entity may have paid on behalf of an associated company.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

BLUEGROVE CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUEGROVE CAPITAL MANAGEMENT LIMITED (CONTINUED)
- 8 -

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 auditor's 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.

Daniel Insley BA FCA (Senior Statutory Auditor)
For and on behalf of Streets Audit LLP, Statutory Auditor
Chartered Accountants
Orderly House
Dragoon Road
Colchester
CO2 7FU
15 April 2026
BLUEGROVE CAPITAL MANAGEMENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
444,925
586,289
Cost of sales
(64,738)
(74,042)
Gross profit
380,187
512,247
Administrative expenses
(449,188)
(519,234)
Operating loss
4
(69,001)
(6,987)
Interest receivable and similar income
8
53
-
0
Loss before taxation
(68,948)
(6,987)
Tax on loss
9
-
0
-
0
Loss for the financial year
(68,948)
(6,987)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

BLUEGROVE CAPITAL MANAGEMENT LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
10
68,970
116,385
Cash at bank and in hand
83,504
152,568
152,474
268,953
Creditors: amounts falling due within one year
11
(68,737)
(116,268)
Net current assets
83,737
152,685
Capital and reserves
Called up share capital
14
904,676
904,676
Profit and loss reserves
(820,939)
(751,991)
Total equity
83,737
152,685
The financial statements were approved by the board of directors and authorised for issue on 15 April 2026 and are signed on its behalf by:
Mr M Lojevsky
Director
Company registration number 11284120 (England and Wales)
BLUEGROVE CAPITAL MANAGEMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
888,676
(745,004)
143,672
Year ended 31 December 2024:
Loss and total comprehensive income
-
(6,987)
(6,987)
Issue of share capital
14
16,000
-
16,000
Balance at 31 December 2024
904,676
(751,991)
152,685
Year ended 31 December 2025:
Loss and total comprehensive income
-
(68,948)
(68,948)
Balance at 31 December 2025
904,676
(820,939)
83,737
BLUEGROVE CAPITAL MANAGEMENT LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
18
(69,117)
102,458
Investing activities
Interest received
53
-
0
Net cash generated from investing activities
53
-
Financing activities
Proceeds from issue of shares
-
0
16,000
Net cash generated from financing activities
-
16,000
Net (decrease)/increase in cash and cash equivalents
(69,064)
118,458
Cash and cash equivalents at beginning of year
152,568
34,110
Cash and cash equivalents at end of year
83,504
152,568
BLUEGROVE CAPITAL MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Bluegrove Capital Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is 13 Hanover Square, London, W1S 1HN.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

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

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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 instruments are initially recognised at transaction value and subsequently measured at amortised cost. Financial assets comprise cash at bank and in hand, together with trade and other debtors. A specific provision is made for debts for which recoverability is in doubt. Cash at bank and in hand is defined as all cash held in instant access bank accounts and used as working capital. Financial liabilities held at amortised cost comprise all creditors except social security and other taxes, deferred income and provisions. Assets and liabilities held in foreign currencies are translated to GBP at the balance sheet date at an appropriate year end exchange rate.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

BLUEGROVE CAPITAL MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.7
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.8
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.9
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions that affect the reported amounts of income, assets and liabilities.

In particular, estimation uncertainty arises in respect of exchange rate variances and the use of net asset values (NAVs) that are applied throughout the financial period in the recognition of accrued income and revenue. These estimates are based on information available at the reporting date, including published exchange rates, valuations received from third parties and other relevant data.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Actual results may differ from these estimates.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Fee income
444,925
586,289
BLUEGROVE CAPITAL MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 15 -
2025
2024
£
£
Turnover analysed by geographical market
Non-UK
408,925
554,289
UK
36,000
32,000
444,925
586,289
2025
2024
£
£
Other revenue
Interest income
53
-
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
5,904
(4,289)
Operating lease charges
36,530
38,622
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
8,907
8,000
For other services
All other non-audit services
2,125
930
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Investment and operations team
1
2
BLUEGROVE CAPITAL MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 16 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
80,766
135,273
Social security costs
10,148
11,587
Pension costs
1,321
2,202
92,235
149,062
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
75,000
75,000
Company pension contributions to defined contribution schemes
1,321
1,321
76,321
76,321
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
53
-
0
9
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(68,948)
(6,987)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(17,237)
(1,747)
Unutilised tax losses carried forward
17,237
1,747
Taxation charge for the year
-
-
BLUEGROVE CAPITAL MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
10
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
-
0
15,687
Other debtors
14,416
10,418
Prepayments and accrued income
54,554
90,280
68,970
116,385
11
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Trade creditors
17,123
45,769
Taxation and social security
14,043
2,688
Deferred income
12
-
0
9,000
Other creditors
334
-
0
Accruals and deferred income
37,237
58,811
68,737
116,268
12
Deferred income
2025
2024
£
£
Other deferred income
-
9,000
13
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,321
2,202

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

14
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
9,046,760
9,046,760
904,676
904,676
BLUEGROVE CAPITAL MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Share capital
(Continued)
- 18 -

During the year, the company issued 0 Ordinary Shares (2024: 160,000) of £0.10 each. The shares issued in 2024 were fully paid at par for cash consideration to provide additional working capital.

15
Related party transactions

During the year, the company made sales of £193,008 (2024: £75,976) to Bluegrove Equity Partners, a Cayman Islands registered company. Bluegrove Equity Partners is wholly owned by a director of the company. At the year end, the company was owed £7,577 (2024: £Nil).

16
Directors' transactions

During the year, a director charged the company £82,030 (2024: £82,029) for consultancy services.

17
Ultimate controlling party

The ultimate parent company is Vandelay Industries International Limited, a company registered in the British Virgin Islands. The ultimate controlling party is Maxim Lojevsky.

18
Cash (absorbed by)/generated from operations
2025
2024
£
£
Loss after taxation
(68,948)
(6,987)
Adjustments for:
Investment income
(53)
-
0
Movements in working capital:
Decrease in debtors
47,415
106,675
(Decrease)/increase in creditors
(38,531)
47,125
Decrease in deferred income
(9,000)
(44,355)
Cash (absorbed by)/generated from operations
(69,117)
102,458
19
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
152,568
(69,064)
83,504
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