Company registration number 11112714 (England and Wales)
STEEL ROAD CAPITAL UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
STEEL ROAD CAPITAL UK LTD
COMPANY INFORMATION
Director
M J Kean
Company number
11112714
Registered office
2nd Floor,
43-45 Dorset Street
London
W1U 7NA
Auditor
Fisher, Sassoon & Marks
43-45 Dorset Street
London
W1U 7NA
STEEL ROAD CAPITAL UK LTD
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
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 - 22
STEEL ROAD CAPITAL UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of investment manage r to professional clients. The company became a regulated firm on1st February 2023, following authorisation by the Financial Conduct Authority.

Review of the business

The financial position of the company at the year end was considered satisfactory by the director, given both industry conditions and the general global economic and political uncertainties.

Principal risks and uncertainties

As a service provider, the director consider that the key financial risk exposures faced by the company relate to counterparty credit risk and the need to maintain sufficient liquidity to satisfy regulatory capital requirements and working capital needs. The company does not take trade positions which expose it to material price risk and nor does it have material exposure to movements of the related financial products.

The company's financial risk management objectives are, therefore, to minimise the key financial risks through having clearly defined terms of business with counterparties and stringent credit control over transactions with them, and regular monitoring of cash flow and management accounts to ensure regulatory capital requirements are not breached and the company maintains adequate working capital.

The principal non financial risks faced by the company relate to information technology failure. This is mitigated by having appropriate back up systems and procedures and a disaster recovery programme. The Company has no licence to hold client money and client assets.

Key performance indicators

The company turnover was £1,042,521(2024:569,222) and operating profit was £542,380 (20 24: £176,979). At 31st December 20 2 5 the Company had net assets of £1,142,142 (20 24 :£864,304).

STEEL ROAD CAPITAL UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Directors' statement of compliance with duty to promote the success of the Company

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

The likely consequences of any decisions in the long term:

Michael is the sole shareholder and director and takes full responsibility for all strategic matters. These are clearly documented in quarterly board meetings.

The interests of the Company's employees:

As a small company with few employees all personnel are viewed as key staff and there have been no departures since formation, providing evidence of the collegiate environment the company has cultivated. Employees are renumerated well and have clear career pathways.

The need to foster the Company's business relationships with supplier and others:

The Company operates closely with many key suppliers that provide expertise that is not readily available in house. The Company operates a robust risk management framework and any significant supplier issues will be brought to the attention of the Board. The Board retains a transparent and respectful dialogue with the FCA.

The desirability of the Company maintaining a reputation for high standards of business conduct:

Trust and reputation is critical in investment management. This can only be accomplished by maintaining high standards of business conduct.

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

The Company is squarely aligned with clients and employees, we all invest alongside one another.

Community & Environment:

The firm takes its broader responsibilities very seriously, investing in local graduates having grown the full-time employee base in the UK to three.

On behalf of the board

M J Kean
Director
18 March 2026
STEEL ROAD CAPITAL UK LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £125,000. The director does not recommend payment of a further dividend.

Director

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

M J Kean
Future developments

The director is confident about the company's progress and believes the company is well placed to make further progress during the coming year. The company will continue to expand its client base by means of organic growth.

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 director's responsibilities

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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. He is 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.

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.

STEEL ROAD CAPITAL UK LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
M J Kean
Director
18 March 2026
STEEL ROAD CAPITAL UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STEEL ROAD CAPITAL UK LTD
- 5 -
Opinion

We have audited the financial statements of Steel Road Capital UK Ltd (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, 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 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 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 director's 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 director 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 director is 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.

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 director's 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 director's report have been prepared in accordance with applicable legal requirements.

STEEL ROAD CAPITAL UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STEEL ROAD CAPITAL UK LTD (CONTINUED)
- 6 -
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 director's 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 director's remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the financial services sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Financial Conduct Authority (FCA), Companies Act 2006, taxation legislation, and employment law;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

STEEL ROAD CAPITAL UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STEEL ROAD CAPITAL UK LTD (CONTINUED)
- 7 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

- understanding the design of the company’s remuneration policies.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates as set out in note 2 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the FCA and reviewing the company’s compliance monitoring procedures and findings.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or through collusion.

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.

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.

Jonathan Marks (Senior Statutory Auditor)
For and on behalf of Fisher, Sassoon & Marks, Statutory Auditor
Chartered Accountants
43-45 Dorset Street
London
W1U 7NA
18 March 2026
STEEL ROAD CAPITAL UK LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
1,042,521
569,222
Administrative expenses
(510,161)
(394,416)
Operating profit
4
532,360
174,806
Interest receivable and similar income
8
10,020
2,173
Profit before taxation
542,380
176,979
Tax on profit
9
(139,542)
(40,126)
Profit for the financial year
402,838
136,853

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

STEEL ROAD CAPITAL UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
£
£
Profit for the year
402,838
136,853
Other comprehensive income
-
-
Total comprehensive income for the year
402,838
136,853
STEEL ROAD CAPITAL UK LTD
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
27,890
43,972
Investments
12
594,139
594,139
622,029
638,111
Current assets
Debtors
13
272,027
113,402
Cash at bank and in hand
525,692
190,178
797,719
303,580
Creditors: amounts falling due within one year
14
(277,606)
(77,387)
Net current assets
520,113
226,193
Net assets
1,142,142
864,304
Capital and reserves
Called up share capital
17
75,100
75,100
Profit and loss reserves
1,067,042
789,204
Total equity
1,142,142
864,304
The financial statements were approved and signed by the director and authorised for issue on 18 March 2026
M J Kean
Director
Company registration number 11112714 (England and Wales)
STEEL ROAD CAPITAL UK LTD
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
75,100
752,351
827,451
Year ended 31 December 2024:
Profit and total comprehensive income
-
136,853
136,853
Dividends
10
-
(100,000)
(100,000)
Balance at 31 December 2024
75,100
789,204
864,304
Year ended 31 December 2025:
Profit and total comprehensive income
-
402,838
402,838
Dividends
10
-
(125,000)
(125,000)
Balance at 31 December 2025
75,100
1,067,042
1,142,142
STEEL ROAD CAPITAL UK LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
507,018
269,971
Income taxes paid
(34,911)
(52,028)
Net cash inflow from operating activities
472,107
217,943
Investing activities
Purchase of tangible fixed assets
(1,087)
(2,416)
Proceeds from disposal of investments
-
0
(166,474)
Repayment of loans
(20,526)
-
0
Interest received
10,020
2,173
Net cash used in investing activities
(11,593)
(166,717)
Financing activities
Dividends paid
(125,000)
(100,000)
Net cash used in financing activities
(125,000)
(100,000)
Net increase/(decrease) in cash and cash equivalents
335,514
(48,774)
Cash and cash equivalents at beginning of year
190,178
238,952
Cash and cash equivalents at end of year
525,692
190,178
STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Steel Road Capital UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor,, 43-45 Dorset Street, London, W1U 7NA.

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.T he principal accounting policies adopted are set out below.

1.2
Going concern

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

1.3
Turnover

Turnover principally represents revenue earned from providing investment management services during the year.

Management fees receivable for investment management services, exclusive of Value Added Tax, which are recognised on an accrual basis.

Performance fees are recognised when the company obtains the right for consideration in exchange for its investment management services.

1.4
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:

Computers
2 yeas straight line
Motor vehicles
25% 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 credited or charged to profit or loss.

1.5
Fixed asset investments

Investments in unlisted company shares, which have been classified as fixed asset investments as the company intends to hold them on a continuing basis, are measured at cost less impairment at each balance sheet date.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
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.

1.8
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 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 method 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 company 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. A m ounts 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
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.

1.10
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 company’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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

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

1.12
Retirement benefits

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

STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount 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 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.

The director do es not consider there to be any critical judgements or key sources of estimation uncertainty involved in the preparation of the company's financial statements.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Consultancy fee
1,042,521
569,222
2025
2024
£
£
Turnover analysed by geographical market
Outside UK
1,042,521
569,222
2025
2024
£
£
Other revenue
Interest income
10,020
2,173
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
6,436
(20,603)
Depreciation of tangible fixed assets
17,169
20,893
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
10,000
10,000
STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
6
Employees

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

2025
2024
Number
Number
Management and operational team
3
3

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
246,765
142,916
Social security costs
22,122
5,648
Pension costs
62,069
96,798
330,956
245,362
7
Director's remuneration
2025
2024
£
£
Remuneration for qualifying services
8,528
13,660
Company pension contributions to defined contribution schemes
57,427
58,611
65,955
72,271
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
10,020
2,173
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
10,020
2,173
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
139,542
34,719
Adjustments in respect of prior periods
-
0
(8,239)
Total current tax
139,542
26,480
STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Taxation
2025
2024
£
£
(Continued)
- 19 -
Deferred tax
Origination and reversal of timing differences
-
0
13,646
Total tax charge
139,542
40,126

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

2025
2024
£
£
Profit before taxation
542,380
176,979
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
135,595
44,245
Tax effect of expenses that are not deductible in determining taxable profit
-
0
1,163
Adjustments in respect of prior years
-
0
(8,239)
Permanent capital allowances in excess of depreciation
3,947
4,530
Tax rate adjustment
-
0
(1,573)
Taxation charge for the year
139,542
40,126
10
Dividends
2025
2024
£
£
Final paid
125,000
100,000
11
Tangible fixed assets
Computers
Motor vehicles
Total
£
£
£
Cost
At 1 January 2025
8,972
65,629
74,601
Additions
1,087
-
0
1,087
At 31 December 2025
10,059
65,629
75,688
Depreciation and impairment
At 1 January 2025
8,753
21,876
30,629
Depreciation charged in the year
762
16,407
17,169
At 31 December 2025
9,515
38,283
47,798
STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Tangible fixed assets
Computers
Motor vehicles
Total
£
£
£
(Continued)
- 20 -
Carrying amount
At 31 December 2025
544
27,346
27,890
At 31 December 2024
219
43,753
43,972
12
Fixed asset investments
2025
2024
£
£
Unlisted investments
594,139
594,139
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
249,586
102,174
Corporation tax recoverable
915
723
Other debtors
21,526
10,505
272,027
113,402

Other debtors includes amount of £20,526 due from director, this will be repaid to the company with in 9 months of the year end.

14
Creditors: amounts falling due within one year
2025
2024
£
£
Corporation tax
139,542
34,719
Other taxation and social security
60,942
12,425
Other creditors
9,831
19,243
Accruals and deferred income
67,291
11,000
277,606
77,387
15
Financial instruments
Debt instruments measured at amortised cost
271,112
112,679
Carrying amount of financial liabilities
Measured at amortised cost
77,122
30,243
STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
16
Retirement benefit schemes
2025
2024
Pension contribution schemes
£
£
Charge to profit or loss in respect of pension contribution schemes
62,069
96,798

The company operates a 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.

17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share capital of £1 each
75,100
75,100
75,100
75,100

Each share has full rights in the company with respect of voting, dividends and distributions.

18
Financial commitments, guarantees and contingent liabilities

At the reporting end date, the company had outstanding commitments for future minimum rental licence payments under the contact. The amount due within one year £40,205 (202 4: £40,205).

19
Directors' transactions

Dividends totalling £125,000 (2024 - £100,000) were paid in the year in respect of shares held by the company's directors.

20
Ultimate controlling party

The company's ultimate controlling party is Mr M Kean by virtue of his shareholding.

21
Cash generated from operations
2025
2024
£
£
Profit after taxation
402,838
136,853
Adjustments for:
Taxation charged
139,542
40,126
Investment income
(10,020)
(2,173)
Depreciation and impairment of tangible fixed assets
17,169
20,893
Movements in working capital:
(Increase)/decrease in debtors
(137,907)
103,759
Increase/(decrease) in creditors
95,396
(29,487)
Cash generated from operations
507,018
269,971
STEEL ROAD CAPITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
22
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
190,178
335,514
525,692
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