Company registration number 01387182 (England and Wales)
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
CONTENTS
Page
Group balance sheet
1
Company balance sheet
2
Group statement of changes in equity
3
Company statement of changes in equity
4
Notes to the financial statements
5 - 11
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
3
6,599
10,597
Investments
4
554,917
531,621
561,516
542,218
Current assets
Debtors
6
301,874
192,527
Cash at bank and in hand
1,307,265
1,487,012
1,609,139
1,679,539
Creditors: amounts falling due within one year
7
(982,285)
(872,084)
Net current assets
626,854
807,455
Net assets
1,188,370
1,349,673
Capital and reserves
Called up share capital
8
1,812,396
1,812,396
Share premium account
3,190,601
3,190,601
Profit and loss reserves
(3,814,627)
(3,653,324)
Total equity
1,188,370
1,349,673

T he directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

For the financial year ended 31 December 2025 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Directors' responsibilities under the Companies Act 2006:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;

- The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 29 April 2026 and are signed on its behalf by:
29 April 2026
Mr P S Thomas
Director
Company registration number 01387182 (England and Wales)
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 2 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
554,919
1,159,917
Current assets
Debtors
6
6,077
6,639
Cash at bank and in hand
421,373
445,935
427,450
452,574
Creditors: amounts falling due within one year
7
(36,399)
(1,197,768)
Net current assets/(liabilities)
391,051
(745,194)
Net assets
945,970
414,723
Capital and reserves
Called up share capital
8
1,812,396
1,812,396
Share premium account
3,190,601
3,190,601
Profit and loss reserves
(4,057,027)
(4,588,274)
Total equity
945,970
414,723

As permitted by s ection 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £531,247 (2024 - £10,296 loss).

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 29 April 2026 and are signed on its behalf by:
29 April 2026
Mr P S Thomas
Director
Company registration number 01387182 (England and Wales)
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
1,812,396
3,190,601
(3,537,780)
1,465,217
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(115,544)
(115,544)
Balance at 31 December 2024
1,812,396
3,190,601
(3,653,324)
1,349,673
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
(161,303)
(161,303)
Balance at 31 December 2025
1,812,396
3,190,601
(3,814,627)
1,188,370
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
1,812,396
3,190,601
(4,577,978)
425,019
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(10,296)
(10,296)
Balance at 31 December 2024
1,812,396
3,190,601
(4,588,274)
414,723
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
531,247
531,247
Balance at 31 December 2025
1,812,396
3,190,601
(4,057,027)
945,970
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
1
Accounting policies
Company information

Pi Capital (Holdings) Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5 New Street Square, London, EC4A 3TW.

The group consists of Pi Capital (Holdings) Ltd and all of its subsidiaries.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Pi Capital (Holdings) Ltd together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve 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.

PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.5
Turnover

Turnover represents membership fees from the club of high net worth individuals, exclusive of value added tax. Membership fees are recognised over the period to which the fees relate.

Turnover also includes management fees from the funds which the g roup manages, exclusive of value added tax. Management fees are received via the General Partner’s Share and recognised over the period for which the services are provided.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
5 years straight liine
Computers
3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

I n the parent company financial statements, listed investments comprise the parent company's dealing in listed shares and other marketable securities and are initially recognised at cost and subsequently measured at fair value, which is deemed to be the closing bid price on the stock exchange at the reporting date. Changes in the fair value of listed investments are recognised in profit or loss in the period in which they occur.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.10
Equity instruments

Equity instruments issued by the group 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 group.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.12
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.

1.13
Retirement benefits

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

PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 8 -
1.14
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

2
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Total
6
6
0
0
3
Tangible fixed assets
Group
Plant and machinery etc
£
Cost
At 1 January 2025
30,647
Additions
1,998
Disposals
(2,739)
At 31 December 2025
29,906
Depreciation and impairment
At 1 January 2025
20,050
Depreciation charged in the year
5,996
Eliminated in respect of disposals
(2,739)
At 31 December 2025
23,307
Carrying amount
At 31 December 2025
6,599
At 31 December 2024
10,597
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
4
Fixed asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
5
-
0
-
0
2
628,296
Listed investments
554,917
531,621
554,917
531,621
554,917
531,621
554,919
1,159,917
Movements in fixed asset investments
Group
Listed investments
Total
£
£
Cost or valuation
At 1 January 2025
531,621
531,621
Valuation changes
23,296
23,296
At 31 December 2025
554,917
554,917
Carrying amount
At 31 December 2025
554,917
554,917
At 31 December 2024
531,621
531,621
Movements in fixed asset investments
Company
Investments in subsidiaries
Listed investments
Total
£
£
£
Cost or valuation
At 1 January 2025
2,672,053
531,621
3,203,674
Valuation changes
-
23,296
23,296
At 31 December 2025
2,672,053
554,917
3,226,970
Impairment
At 1 January 2025
2,043,757
-
2,043,757
Impairment losses
628,294
-
628,294
At 31 December 2025
2,672,051
-
2,672,051
Carrying amount
At 31 December 2025
2
554,917
554,919
At 31 December 2024
628,296
531,621
1,159,917
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Private Investor Capital Limited
5 New Street Square, London, EC4A 3TW, United Kingdom
Venture Capital Manager
Ordinary
100.00
-
Pi Capital Limited
5 New Street Square, London, EC4A 3TW, United Kingdom
Club Management
Ordinary
100.00
-
Pi Capital Partners 1 Limited
5 New Street Square, London, EC4A 3TW, United Kingdom
General Partner
Ordinary
0
100.00
Pi Capital Partners 2 Limited
5 New Street Square, London, EC4A 3TW, United Kingdom
General Partner
Ordinary
0
100.00
Pi Capital Partners 3 Limited
5 South Charlotte Street, Edinburgh, EH2 4AN, Scotland
General Partner
Ordinary
0
100.00
6
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
208,439
117,129
-
0
-
0
Other debtors
93,435
75,398
6,077
6,639
301,874
192,527
6,077
6,639
7
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
44,184
11,247
3,050
2,995
Amounts owed to group undertakings
-
0
-
0
-
0
1,161,799
Taxation and social security
41,581
34,241
-
0
-
0
Other creditors
896,520
826,596
33,349
32,974
982,285
872,084
36,399
1,197,768
PI CAPITAL (HOLDINGS) LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
8
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A' shares of £0.25 each
4,710,000
4,710,000
1,177,500
1,177,500
Ordinary 'B' shares of £0.01 each
2,859,364
2,859,364
28,594
28,594
Ordinary 'C' shares of £0.10 each
4,860,838
4,860,838
486,084
486,084
Ordinary 'D' shares of £0.01 each
3,953,253
3,953,253
39,532
39,532
Ordinary 'E' shares of £0.01 each
3,778,408
3,778,408
37,785
37,785
Ordinary 'F' shares of £0.01 each
4,290,078
4,290,078
42,901
42,901
24,451,941
24,451,941
1,812,396
1,812,396

All shares rank pari passu in economic terms.

9
Events after the reporting date

On 2 April 2026, the Company completed a capital reduction and buyback of its shares held by certain shareholders, as follows:

- Reduced its share capital from £1,812,39 6 to £1,000 by cancelling and extinguishing the following shares:

- 4,707,401 A ordinary shares of £0.25 each

- 2,857,786 B ordinary shares of £0.01 each

- 4,858,156 C ordinary shares of £0.10 each

- 3,951,072 D ordinary shares of £0.01 each

- 3,776,323 E ordinary shares of £0.01 each

- 4,287,710 F ordinary shares of £0.01 each

The amount by which the share capital was reduced was credited to the Company’s profit and loss reserves.

- Cancelled and extinguished £3,190,601 of its share premium account and credited that amount to the Company’s profit and loss reserves.

- Bought back the following aggregate numbers of shares for a total of £735,726:

- 2,599 A ordinary shares of £0.25 each

- 1,985 C ordinary shares of £0.10 each

- 1,051 D ordinary shares of £0.01 each

- 953 E ordinary shares of £0.01 each

- 1,451 F ordinary shares of £0.01 each

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