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Registered number: 12012937









STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED









DIRECTORS' REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
COMPANY INFORMATION


Directors
Duncan Charles Patrick Clerkin 
Jonas Per Jonhede 
Eivind Kristopher Reiten 




Registered number
12012937



Registered office
21 Arlington Street

London

United Kingdom

SW1A 1RN




Independent auditors
WP Audit Limited

C/O Wilson Partners Limited TOR

Saint-Cloud Way

Maidenhead

Berkshire
England

SL6 8BN





 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 27

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their Strategic report for the Company for the year ended 31 December 2025.

Business review
 
2025 has been a defining year for the Company. While our heritage remains rooted in traditional energy private equity - characterised by disciplined capital allocation, operational restructuring, and value realisation - the year marked a deliberate and strategic expansion into the chemicals sector and industrial project delivery. This evolution reflects both market reality and opportunity. 

The global energy transition, capital discipline across hydrocarbons, and structural demand growth in specialty and performance chemicals have created an attractive adjacency to our core capabilities. We are not abandoning our energy foundations; rather, we are applying our resources to a more resilient and margin-enhancing segment of the value chain.

The pivot toward chemicals and project management represents a structural shift in how we originate, execute, and scale investments.

Principal activities

The principal activities of the Company are to provide specialist energy and industrial investment advice.

Principal risks and uncertainties
 
Foreign currency risk

The Company is monitoring the potential risk on an ongoing basis. During the year ended 31 December 2025 all assets were held in GBP, USD, EUR or SAR. There has been no material impact on the accounts and the Company does not hedge against any future exchange risk.
 
Liquidity risk

The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Company ensures it has sufficient autonomy over cash outflows to manage this risk and expects to meet its future financial obligations through operating cash flows. 
 

Financial key performance indicators
 
The Company uses several Key Performance Indicators (KPIs) to measure its financial performance and operational efficiency. The following KPIs are presented for the financial year 2025:

Net Revenue: Net revenue for the year amounted to $1,600,786 (2024: $1,889,525).

Operating (loss)/profit: Operating loss for the year totalled $49,709 (2024: Profit of $170,646).

Page 1

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' statement of compliance with duty to promote the success of the Company
 
The board of directors of the Company consider we have acted in a way, which we consider to be fair to all persons, be they individuals, or companies who have a direct, or indirect interest in how we work and the services we provide.

We recognise our responsibility under section 172 of the UK Companies Act 2006 and the intention of the directors in making this statement, is to provide some insight into how, as a board, we think and as a Company we seek to interact with all our stakeholders.

Underpinning all we do is a simple philosophy; if we deliver services to our clients which they value they will continue to reward us by remaining as clients; if we retain clients by providing relevant and professional services, we will be able to create a positive and rewarding work environment for our employees; and this will in turn benefit companies who support us in delivering our services and ultimately, over the long term, will contribute value to those shareholders who have had the trust, confidence and belief to invest in what we do.

The board is focused on building a sustainable business that holds the interests of its clients at the heart of its decision making process. Decisions are based on achieving long-term objectives, by investing in people and services to ensure we deliver on the commitments that we make. We rely on a highly skilled team of professionals, who are rewarded according to their performance and contribution to the success of the Company.

The directors recognise the importance of supporting the management team, allowing them to create a working and environment and culture which provides the best opportunity for the Company to achieve its ambitions.


This report was approved by the board and signed on its behalf.



................................................
Duncan Charles Patrick Clerkin
Director
Date: 27 April 2026

Page 2

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;

make judgments 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;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to $51,322 (2024 - Profit of $119,232).

No dividends were declared during the year or prior period. 

Directors

The directors who served during the year were:

Duncan Charles Patrick Clerkin 
Jonas Per Jonhede 
Eivind Kristopher Reiten 

Page 3

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and

the directors have 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's auditors are aware of that information.

The directors had decided to report the financial statements in USD this period, the prior year has also been converted into USD as they were orginally prepared in GBP, and were not subject to an audit.

Auditors

The auditorsWP Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
Duncan Charles Patrick Clerkin
Director
Date: 27 April 2026

Page 4

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

Opinion

We have audited the financial statements of Strategic Industrial Capital Partners Limited (''the Company'') for the period ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:
 
give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006. 

Basis for opinion
 
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the 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 identified material misstatements in the 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, 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 members’ responsibilities statement set out on page 3 the members 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 members 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’s or to cease operations, or have no realistic alternative but to do so.
Page 6

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the Company and industry, we identified that the principal risks of noncompliance with laws and regulations related to regulatory requirements for the investment advisory business and trade regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and expenditure, and management bias in accounting estimates. Audit procedures performed by the engagement team included:
 
inspecting correspondence with regulators and tax authories;
discussions with management including consideration or known or suspected instances of non-compliance with laws and regulation and fraud;
identifying and testing journals, in particular journal entries posted with unusual account combinations postings by unusual users or with unusual descriptions; and
challenging assumptions and judgements made by management in thier critical accounting estimates.

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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
Page 7

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

Use of our report
 
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.


 


Philippa Duckworth BSc and FCCA (Senior statutory auditor)

for and on behalf of
WP Audit Limited

  

C/O Wilson Partners Limited TOR
Saint-Cloud Way
Berkshire
England
Maidenhead
SL6 8BN
27 April 2026
Page 8

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

Year ended 31 December 2025
Year ended
31 December 2024 (As restated)
Note
$
$

  

Turnover
 3 
1,600,786
1,889,525

Gross profit
  
1,600,786
1,889,525

Administrative expenses
  
(1,650,495)
(1,718,879)

Operating (loss)/profit
 4 
(49,709)
170,646

Tax on (loss)/profit
 8 
(1,613)
(51,414)

(Loss)/profit for the financial year
  
(51,322)
119,232

Other comprehensive income for the year
  

Currency translation differences
  
20,133
(2,809)

Other comprehensive income for the year
  
20,133
(2,809)

Total comprehensive income for the year
  
(31,189)
116,423

The notes on pages 14 to 27 form part of these financial statements.

Page 9

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
REGISTERED NUMBER: 12012937

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

Year ended 31 December 2025
Year ended 31 December 2024 (As restated)
Note
$
$

Fixed assets
  

Tangible assets
 9 
3,421
10,544

  
3,421
10,544

Current assets
  

Debtors: amounts falling due within one year
 10 
401,567
288,298

Cash at bank
 11 
303,300
255,891

  
704,867
544,189

Creditors: amounts falling due within one year
 12 
(459,221)
(272,696)

Net current assets
  
 
 
245,646
 
 
271,493

Total assets less current liabilities
  
249,067
282,037

Provisions for liabilities
  

Deferred tax
 13 
(855)
(2,636)

  
 
 
(855)
 
 
(2,636)

Net assets
  
248,212
279,401


Capital and reserves
  

Called up share capital 
 14 
1,254
1,254

Share premium account
  
145,393
145,393

Profit and loss account
  
101,565
132,754

  
248,212
279,401


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
Duncan Charles Patrick Clerkin
Director
Date: 27 April 2026

Page 10

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

$
$
$
$


At 1 January 2024
1,254
145,393
16,331
162,978



Profit for the year
-
-
119,232
119,232

Currency translation differences
-
-
(2,809)
(2,809)



At 1 January 2025 (As restated)
1,254
145,393
132,754
279,401



Loss for the year
-
-
(51,322)
(51,322)

Currency translation differences
-
-
20,133
20,133


At 31 December 2025
1,254
145,393
101,565
248,212


The notes on pages 14 to 27 form part of these financial statements.

Page 11

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

Year ended 31 December 2025
Year ended 31 December 2024 (As restated)
$
$

Cash flows from operating activities

Operating (loss)/profit
(49,709)
170,646

Adjustments for:

Depreciation of tangible assets
8,213
3,714

(Increase) in debtors
(113,114)
(26,988)

Increase/(decrease) in creditors
212,435
(256,376)

Net fair value losses/(gains) recognised in P&L
20,133
(2,809)

Corporation tax
(29,459)
(10,765)

Net cash generated from operating activities

48,499
(122,578)


Cash flows from investing activities

Purchase of tangible fixed assets
-
(14,258)

FX revaluation on tangible fixed assets
(1,090)
-

Net cash from investing activities

(1,090)
(14,258)


Net increase/(decrease) in cash and cash equivalents
47,409
(136,836)

Cash and cash equivalents at beginning of year
255,891
392,727

Cash and cash equivalents at the end of year
303,300
255,891


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
303,300
255,891

303,300
255,891


The notes on pages 14 to 27 form part of these financial statements.

Page 12

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025




At 1 January 2025
Cash flows
At 31 December 2025
$

$

$

Cash at bank and in hand

255,891

47,409

303,300


255,891
47,409
303,300

The notes on pages 14 to 27 form part of these financial statements.

Page 13

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

The company is registered in England and Wales and its registration number is 12012937. It is a private limited company limited by shares.

Registered office:

21 Arlington Street
London
United Kingdom
SW1A 1RN

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Significant estimates

In the application of the company's accounting policies the directors are required to make  judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The company's key source of estimation uncertainty relates to the translation for foreign currency

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional currency is GBP. This differs from the presentational currency which is USD. The reason for the difference is that to date SICP is the investment manager to four segregated portfolio companies on their investments into energy and industrial related private transactions. Three of these investments are denominated in United States Dollars and SICP expects that on an ongoing basis a majority of funds advised will continue to be Dollar denominated. SICP therefore believes it is appropriate to revise its presentational currency from Great British Pounds into United States Dollars, this will not impact SICP’s functional currency which will remain in Great British Pounds.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
Page 14

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.3
Foreign currency translation (continued)


At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administration expenses'.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
2 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 16

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.13

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Page 17

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Turnover

An analysis of turnover by class of business is as follows:


Year ended 31 December 2025
Year ended 31 December 2024  (As restated)
$
$

Cost recharge revenue
432,476
459,856

Management income
949,875
1,209,236

Advisory fees
120,168
120,102

Director fee
98,267
100,331

1,600,786
1,889,525


Analysis of turnover by country of destination:

Year ended 31 December 2025
Year ended 31 December 2024 (As restated)
$
$

United States of America
(23,126)
180,377

Cayman Islands
1,623,912
1,709,148

1,600,786
1,889,525



4.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

Year ended 31 December 2025
Year ended 31 December 2024
$
$

Market research charged as an expense
-
2,110

Exchange differences
37,620
(7,920)

Page 18

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


Year ended 31 December 2025
Year ended 31 December 2024
$
$

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
20,000
20,000

6.


Employees

Staff costs, including directors' remuneration, were as follows:


Year ended 31 December 2025
Year ended 31 December 2024
$
$

Wages and salaries
471,818
584,481

Social security costs
52,634
61,577

Cost of defined contribution scheme
4,771
5,047

529,223
651,105


The average monthly number of employees, including the directors, during the year was as follows:


Year ended 31 December 2025
Year ended 31 December 2024
            No.
            No.







Staff
2
3



Director
3
3

5
6

Page 19

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Directors' remuneration

Year ended 31 December 2025
Year ended 31 December 2024
$
$

Directors' emoluments
158,410
273,689

158,410
273,689


The highest paid director received remuneration of $103,241 (2024 - $104,087).


8.


Taxation


Year ended 31 December 2025
Year ended 31 December 2024 (As restated)
$
$

Corporation tax


Current tax on profits for the year
3,549
48,721


3,549
48,721


Total current tax
3,549
48,721

Deferred tax


Origination and reversal of timing differences
(1,936)
2,693

Total deferred tax
(1,936)
2,693


Tax on (loss)/profit
1,613
51,414

Factors affecting tax charge for the year

There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of25% (2024 - 25%).



Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Tangible fixed assets


Office equipment

$



Cost 


At 1 January 2025
14,258


FX revaluation on tangible fixed assets
1,090



At 31 December 2025

15,348



Depreciation


At 1 January 2025
3,714


Charge for the year
8,213



At 31 December 2025

11,927



Net book value



At 31 December 2025
3,421



At 31 December 2024
10,544


10.


Debtors

Year ended 31 December 2025
Year ended
31 December 2024 (As restated)
$
$


Trade debtors
329,405
179,158

Intercompany
-
5,522

Other debtors
26,198
13,684

Prepayments and accrued income
45,964
89,934

401,567
288,298


Page 21

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Cash and cash equivalents

Year ended 31 December 2025
Year ended
31 December 2024
$
$

Cash at bank
303,300
255,891

303,300
255,891



12.


Creditors: amounts falling due within one year

Year ended 31 December 2025
Year ended
31 December 2024 (As restated)
$
$

Trade creditors
108,256
28,828

Corporation tax
19,210
45,119

Other taxation and social security
26,806
14,115

Other creditors
791
1,098

Accruals and deferred income
304,158
183,536

459,221
272,696


Page 22

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Deferred taxation




2025


$






At beginning of year
(2,636)


Charged to profit or loss
1,781



At end of year
(855)

The provision for deferred taxation is made up as follows:

2025
2024
$
$


Accelerated capital allowances
(855)
(2,636)

(855)
(2,636)


14.


Share capital

Year ended 31 December 2025
Year ended
31 December 2024
$
$
Allotted, called up and fully paid



375 (2024 - 375) A Ordinary shares of $1.254 each
470
470
625 (2024 - 625) B Ordinary shares of $1.254 each
784
784

1,254

1,254

Ordinary shares carry a right to vote, a right to dividends and a right to a capital distribution in the event of
a winding up or return of capital.



15.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to $4,771 (2024: $5,047). Contributions totalling $791 (2024: $1,098) were payable to the fund at the reporting date and are included in creditors.

Page 23

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
$
$


Not later than 1 year
77,458
75,285

Later than 1 year and not later than 5 years
90,367
166,255

167,825
241,540


17.


Key management personnel

The Company considers the directors the key management personnel as those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly. During the year, there were no material transactions with key management personnel other than compensation as disclosed in note 7.

Page 24

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Related party transactions

SICP Investments SPC

This entity is a company incorporated in the Cayman Islands and related due to the significant influence of designated members.

During the year SICP Ltd raised invoices of $1,050,760 (2024: $1,261,754) to SICP Investment SPC. As at the statement of financial position date SICP Investment SPC owed SICP Ltd $303,181 (2024: $179,161).

SICP Managers Limited

This entity is a company incorporated in the Cayman Islands and related due to the significant influence of designated members.

During the year SICP Ltd charged $642,309 (2024: $885,223) for advisory fees and expenses recharged to SICP Managers Limited. The balance due from SICP Managers Limited at the year end was $26,224 (2024: $Nil).

Sendero Drilling Company LLC

This entity is a company incorporated in the United States of America and related due to the significant influence of designated members.

During the year SICP Ltd charged $149,710 (2024: $54,220) for directors fees and expenses recharged. As at the statement of financial position date Sendero Drilling Company LLC owed SICP Ltd $99,999 (2024: $50,000).

Central American Resources Limited

This entity is a company incorporated in the Cayman Islands and related due to the significant influence of designated members.

During the year SICP Ltd charged $Nil (2024: $12,903) for expenses recharged. As at the statement of financial position date Central American Resources Limited owed SICP Ltd $12,818 (2024: $12,818).

Woodlands Industrial & Services Group

This entity is incorporated in the Cayman Islands and is related due to the significant influence of designated members.
 
During the year, SICP Ltd charged fees of $15,825 (2024: $150,000) in respect of directors’ fees and expenses recharged.
 
During the year, the amount of $15,825 (2024: $150,000) was written off as a bad debt resulting in a net balance due from Woodlands Industrial & Services Group of $Nil (2024: $Nil).

Paralus SPC

This entity is a company incorporated in the Cayman Islands and related due to the significant influence of designated members.

During the year SICP Ltd charged $16,652 (2024: $Nil) for expenses recharged. As at the statement of financial position date Paralus SPC owed SICP Ltd $Nil (2024: $Nil).
 
Page 25

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.Related party transactions (continued)


SICP LLP

This entity was dissolved on 30 December 2025 and was related due to the significant influence of designated members.

SICP Ltd was owed $Nil from SICP LLP (2024: owed from the LLP $5,232). This balance is unsecured, interest-free and repayable upon demand.

PVI Services Limited

This entity is a company incorporated in the United States of America and related due to the significant influence of designated members.

During the year PVI Services Limited charged $136,373 (2024: $140,775) for rent, services charged  and rates. As at the statement of financial position date SICP Ltd owed PVI Services Limited $81,551 (2024: $Nil).


19.


Controlling party

There is no single ultimate controlling party.

Page 26

 
STRATEGIC INDUSTRIAL CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Prior year adjustment

In preparing the accounts to 31 December 2025, management identified turnover of $217,988 that had been incorrectly treated as deferred income of $67,987 and bad debt of $150,001. The prior year has been corrected, and the table below details the adjustment required to correct the prior year balances which include income, expenditure, debtors, creditors and reserves. The net impact of the movement is $51,987 as a result of the increase in turnover being offset by the increase in administrative expenses and tax on profit. 



2024
2024

(As previously stated)
Net Adjustment
(As restated)

$
$
$

Turnover
1,671,537
217,988
1,889,525

Administrative expenses
(1,568,878)
(150,001)
(1,718,879)

Tax on profit
(36,544)
(14,870)
(51,414)

Debtors: amounts falling due within one year
221,757
66,541
288,298

Creditors: amounts falling due within one year
(258,142)
(14,554)
(272,696)

Reserves: proift and loss account
80,767
51,987
132,754

 
Page 27