Introduction

The directors present the strategic report for Hoegh Capital Partners Limited ("the Company") for the year ended 31 December 2025.

Throughout 2025, the Company continued to provide investment advice and strategic consultancy to its clients. These activities remained consistent despite the Company’s sale to a major client in November 2025. The Company expects to maintain these services for the foreseeable future, supported by the skilled team established in recent years under a secondment agreement with an affiliate entity. The Company’s activity levels will decrease following a planned organisational change completed on 31 March 2026.

Facilitated by a 2024 reorganisation of certain client assets into a group holding structure now held by the Company’s previous main client, advisory activities for the Company’s main client and its subsidiaries were transferred to an affiliate on 31 March 2026. Most of the Company’s current resources also transferred to the affiliate accordingly to ensure continuity of support to the Company’s previous main client. In addition, the Arts Alliance advisory team moved to another affiliate dedicated to supporting the Arts Alliance business. Residual activities which remain in the Company will be supported by resources which will be made available via a secondment arrangement with the affiliate, thus enabling the Company to continue serving residual clients effectively.

In 2025, the Company’s strategic advisory work focused on helping client shareholder vehicles achieve key objectives, including:

• Advising the main client on its auto‑shipping sector ownership strategy and ongoing “green” strategy implementation.

• Supporting a transaction introducing a new long‑term investment partner and joint venture partner for the client’s LNG shipping and infrastructure business, alongside ongoing advisory support for this investment.

• Monitoring and advising on the strategic plan and financing strategy of a Norwegian real estate subsidiary.

• Assisting with the disposal of a significant division of an emerging‑market subsidiary and developing long‑term strategic options for the residual client’s investment, including input into the solar and carbon credit strategy, negotiation support and ESG‑related initiatives.

• Providing investment advice and market analysis to two Guernsey‑based UK reporting status funds, a Guernsey subsidiary of the Company’s main client, and a regulated BVI mutual fund and,

• Supporting the Arts Alliance Advisors client shareholders on a broad range of investments, including strategic input into the development of a film studio business in West London.

Revenues increased by approximately 11% and costs of sales decreased by approximately 3% compared with 2024. This has increased capital and reserves in line with the transitional industry-wide capital requirements provisions introduced by the FCA to ensure firms which are categorized as Small and Non-Interconnected firms maintain higher, more robust capital levels commensurate with the risks.

Whilst the Company expects reduced activity levels following the transfer of operations to affiliate entities on 31 March 2026, it will continue to develop its service offering for remaining clients and believes it is well positioned to support their investment objectives.

Dividends to shareholders

No dividends were paid during 2025.

The Company earns advisory fees based on the size and performance of client assets, which are influenced by macroeconomic conditions. Asset values may decline even where strategies were agreed in advance, and clients may withdraw funds for liquidity reasons. The Company monitors its fee mix, negotiates fee structures, and maintains a diversified revenue base.

Consultancy revenues arise from discrete client projects. The Company continues to build staff expertise, monitor utilisation, and target projects with strong follow‑on potential.

Financial instruments include cash, bank facilities, trade debtors and creditors. The main financial risk relates to foreign exchange exposure, mitigated by limiting non‑sterling balances and converting receipts promptly.

Debtor balances are reviewed regularly and actively pursued for collection.

Management uses a range of performance measures to monitor and manage the business. The performance measures are split into financial and non-financial key performance indicators as set out below.

As restated

Monthly performance is tracked by regularly reviewing the annual forecast amounts against expected year-end target for revenue, cost, cash balances and regulatory capital.

Financial performance of the business is measured through the daily summary of cash position reporting with an associated bank reconciliation process; cash balances are compared against expected fee receipts and budgeted expenditure.

The company continues to outsource the administration of accounting, book-keeping and production of monthly management accounts, financial performance indicators and forecasts to a specialist accounting and financial services firm.

Non-financial performance is measured:

• For liquid advised assets: - monitoring and reporting on a weekly and monthly basis of liquid asset performance against total client reported net liquid asset value, client liquid asset redemptions/subscriptions and overall monitoring of liquid asset positions against mandate limits and client liquidity requirements.

• For direct equity advised assets - monitoring on a monthly basis from the information supplied by the advised company's performance reporting. Performance is monitored by comparing performance against its budget / strategic plan, monitoring of the advised company's cash / debt positions and projections and review of advised company's KPls with market positioning. Reporting is done on at least a quarterly basis. Investments are also monitored through regular attendance at advised company's Board meetings and dialogue with advised company's management. Certain HCP employees also act as Board members of advised Companies.

• Third party managers are assessed against a number of non-financial criteria such as market experience, team structure, decision making processes and position in the market.

The Companies (Miscellaneous Reporting) Regulations 2018 ('2018 MRR') require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 ('S172') when performing their duty to promote the success of the Company under S172. With this regard the Directors view their key stakeholders as Customers, Employees and Shareholders.

The Board's key focus is on the Company’s clients, where the Company strives to deliver professional and pertinent investment advice and consultancy services in respect of the Company’s client's investments and their investment portfolios. The Company agrees specific long term investment strategies with the Company’s clients and takes steps to implement these strategies through recommendations around client investment selection while optimising for long term anticipated return, liquidity, and volatility. The Company values client communication and supports regular reporting around client assets and portfolios or formal quarterly presentations.

The Board is focused on delivering value for Shareholders by maintaining a team of highly skilled and motivated employees consistently delivering high quality investment advice and consultancy services to the Company’s clients. The Board believes that clearly communicating company vision and direction via regular employee dialogue is key with this regard. In the Company’s communication to Shareholders, the Board is clear in terms of its short, medium, and long-term strategy and maintains an open-door approach to Shareholders seeking additional clarity on any issue if not covered in regular Board meetings or annual reporting.

The Company is small and while clear management structures are in place, all employees, if required, have direct access to senior management and directors of the Company. As from 31st March 2026, the Company no longer has employees and resources from the affiliate are utilised which provide services required by the Company, pursuant to a secondment agreement. Notwithstanding this development, the Company still encourages diverse thinking from the resources seconded from the affiliate and recognise the strengths and contribution of these resources to the Company. Finally, the Company recognises that as a responsible organisation it identifies and delivers on social and environmental responsibilities.

On behalf of the board

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

The principal activity of the Company continued to be that of providing investment advice and strategic consultancy in relation to its clients' strategic investments. This continued, and will continue, to be the case following the sale of the Company to a previous material client of the Company on the 28th November 2025, as well as the transfer of certain activities undertaken for material clients of the Company to affiliate companies on 31st March 2026. Consequently, whilst the Company expects the same scope of services and activities to continue, this will be provided to a significantly reduced number of clients, thus reducing the levels of overall activity going forward. Residual activities of the Company continue to have access to the same skilled resources by virtue of a secondment agreement executed between the Company and the affiliate, at the time of the business transfer.

The results for the year are set out on page 10.

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

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

The company has made qualifying third party indemnity provisions for the benefit of a number of its past and present directors during the year. These provisions remain in force at the reporting date.

The Company is the captive investment advisor to the business interests of the Hoegh family that are our clients. This continues to be the case following the business transfer on 31st March 2026, but on a reduced and more specific basis to a smaller number of clients within the Hoegh family. The Company strives and will continue to build deep and long term relationships with these clients in order to help the clients achieve superior investment returns over the longer term. To support the investment team in delivering its services to the clients, the Company strives to develop open and fair purchasing strategies with its suppliers and the business partners of the Company’s clients.

The Company will continue delivering advisory services for a significantly reduced number of its clients through a team of highly skilled and dedicated professionals which have been seconded to the Company from an affiliate, and supported by an efficient infrastructure platform.

Menzies LLP was appointed as the auditors during the year. The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006

As the company is small company, 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.

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

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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.

Based on their most recent assessment of the Company’s budgets and forecasts, the directors consider it appropriate to prepare the financial statements on the going concern basis. In forming this assessment, the directors regularly review the level of fee income, including both one off project related income and recurring asset based income, in comparison with contracted salary costs, other operating expenses, and anticipated contractual and discretionary bonus commitments. The directors have also considered the impact of the transfer of trade and resources on the Company and are satisfied that the remaining contracts will continue to generate sufficient revenue to enable the Company to meet its obligations as they fall due. Accordingly, the directors conclude that the Company will continue as a going concern.

We have audited the financial statements of Höegh Capital Partners Limited (the 'Company') for the year 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 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 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.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions 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 has been prepared in accordance with applicable legal requirements.

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; or

• the directors were not entitled to take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report

As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:

• The Companies Act 2006;

• Financial Reporting Standards 102;

• UK tax legislation; and

• Financial Conduct Authority Handbook.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and

• Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud would be the use of management override of controls to manipulate results, or to cause the company to enter into transactions not in its best interest.

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 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.

The income statement has been prepared on the basis that all operations are continuing operations.

Hoegh Capital Partners Limited is a private company limited by shares incorporated in England and Wales. The registered office is One Hooper's Court, Knightsbridge, London, SW3 1AF.

These financial statements are for the year to 31 December 2025.

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, except for the departure from FRS 102 explained in Note 25 in respect of the payment acceleration of the Directors' LTIP awards.

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 (see note 2).

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts 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.

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

The Company meets its working capital requirements through the receipt of advisory and consultancy fees charged to clients with respect to the assets which the Company provides advice on. These fees relate to both the underlying value of assets subject to advisory agreements and specific contracts based on time & materials.

The directors prepare annual budgets and forecasts in order to ensure that they have sufficient liquidity in place in the business. Based on their latest assessment of the budgets and forecasts for the business of the residual clients which will continue to receive advisory services from the Company following the business transfer on 31st March 2026, the directors continue to consider it appropriate to adopt a going concern basis of accounting in preparing the financial statements.

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

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The company recognises revenue from the following major sources:

•    Advisory fees

•    Consultancy services

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue 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 revenue 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.

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:

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.

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.

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 statement of financial position 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, 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, 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.

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.

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.

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, 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 payments 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.

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 subsequently 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 through 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.

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

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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 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 income statement, 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.

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.

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

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

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

In the application of the company’s accounting policies, the directors are 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 key accounting policies and key sources of estimation uncertainty relate to recoverability of trade debtors and the calculation of the performance fee income and the related long term incentive remuneration.

Turnover represents income receivable in respect of corporate advisory services and invoices raised. Income is recognised in accordance with the relevant agreements in force during the year.

The directors consider that the company has only one class of business. As such the results of the company, in its entirety, can be allocated to this segment.

During the year, the company appointed a new auditor. Accordingly, the audit fees disclosed for 2025 relate to the incoming auditor, while all other non‑audit services fees relate to the outgoing auditor.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The actual charge/(credit) 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:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax asset set out above is expected to reverse within 3 to 5 years and relates to accrued long term incentive remuneration which is not expected to be paid within 9 months of the year end date.

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

All shares are rank pari passu in respect of voting and rights to distributions of income and/ or capital. No shares are redeemable.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Subsequent to the balance sheet date, the Company undertook two significant transactions involving the transfer and disposal of parts of its operations:

On 31 March 2026, the Company transferred the trade and net assets of its HCP division to HCP Advisors Limited, a fellow subsidiary also owned by Aequitas Limited. The transaction formed part of a wider group reorganisation aimed at simplification of the group structure and strategic realignment. The transfer was completed for an initial cash consideration of £1,550,000 and a contingent adjustment to be determined and paid at a later date, based on the level of working capital at the completion date.

On 31 March 2026, the Company also completed the sale of its Arts Alliance division to Arts Alliance Limited, a connected company. This disposal aligned with management’s decision to streamline activities. Total consideration amounted to £66,650.

Both transactions occurred after the reporting date and do not provide evidence of conditions existing as at that date. Accordingly, they have been treated as non adjusting post balance sheet events. Management considers these events to be material to users of the financial statements and therefore has provided disclosure.

During the year the company entered into the following transactions with related parties:

During the year ended 31 December 2025, the company entered into a number of transactions with related parties, being entities under common control and entities in which the directors have an interest. These transactions arose in the normal course of business and were conducted on an arm’s length basis, consistent with those applicable to third-party transactions.

The aggregate value of transactions with related parties during the year comprised sales of £4,090,104 (2024: £1,302,386) and purchases of £83,211 (2024: £75,280). These transactions primarily relate to the provision and receipt of goods and services between the company and other entities under common control or influence through shared directorships.

At the balance sheet date, the company had outstanding balances with related parties comprising amounts due from related undertakings and entities under common control of £3,711,954 (2024: £80,651) and amounts due to such parties of £Nil (2024: £Nil). These balances are unsecured, interest-free unless otherwise agreed, and are repayable on demand. No provisions have been made against these balances as they are considered fully recoverable.

In addition, the company entered into transactions with directors. The aggregate value of these transactions amounted to £20,900 (2024: £48,006). At the year end, amounts due from directors totalled £Nil (2024: £38,531), and amounts due to directors totalled £Nil (2024:102). These balances are also unsecured, interest free, and repayable on demand.

No guarantees were given to or received from related parties during the current or prior year.

During the year, the company became a wholly owned subsidiary of Aequitas Limited , a company registered at Suite 7, Windsor House, Lower Pollet, St Peter Port GY1 1WF, Guernsey. Aequitas Limited does not prepare consolidated financial statements, therefore the company is not included in any group accounts.

The directors consider that there is no ultimate controlling party, as no individual or entity has overall control of Aequitas Limited.

Disclosure of Prior Period Errors

During the year, the Company undertook a review of the accounting treatment applied to its Long‑Term Incentive Plan (“LTIP”) arrangements for Directors and participating employees. Historically, the Company recognised the full cost of LTIP awards, including any deferred elements, in the year of grant and recorded the deferred amounts as liabilities.

Under the LTIP agreements, participants are required to provide services during the deferral period and must remain in employment (or be classified as a good leaver) at the vesting date for the deferred amounts to become contractually due. Accordingly, deferred amounts should not have been recognised as liabilities or provisions until the awards had vested.

As this revised interpretation relates to conditions and information that existed when the prior financial statements were authorised, the correction has been treated as a prior period error in accordance with Section 10 of FRS 102.

The Company invoices a related entity for the LTIP charge plus a margin. As the recharge is calculated by reference to the accounting charge, the revised accounting treatment also results in a deferral of the related recharge income.

The comparative figures have therefore been restated to remove liabilities previously recognised in respect of unvested awards and to adjust the associated recharge income. The correction also results in an adjustment to opening retained earnings for amounts recognised in the year ended 31 December 2023.

Following a review of the presentation of certain recharged expenses, the Company has reclassified amounts previously netted off in the balance sheet to the income statement. For the year ended 31 December 2024, turnover and cost of sales have each increased by £1,191,183. This reclassification has no impact on profit, net assets, or equity

The impact of these corrections on each affected financial statement line item is presented below.

Directors’ LTIP Awards – Departure from FRS 102

The Company has not adjusted the accounting for the Directors’ LTIP awards as part of this prior period error correction. Although the Directors’ awards follow the same contractual structure as the employee LTIP arrangements, the unvested amounts became crystallised for payroll and tax purposes during 2023 and 2024 because of the historic accounting treatment. These amounts were subsequently paid in September 2025 following a decision to accelerate settlement due to the tax consequences.

While the acceleration event occurred after the reporting date and could be considered a non‑adjusting post‑balance‑sheet event, management considers that deferring these amounts to the period of the acceleration decision would not provide a true and fair view. The crystallisation of the awards through payroll and personal tax filings created a substantive obligation that, in substance, preceded the legal form of the acceleration decision. Management therefore concluded that reversing or deferring these amounts would be misleading. Accordingly, the Company has adopted an alternative treatment that better reflects the substance of the obligation and provides more relevant and reliable information to users of the financial statements. Except for this departure, the Company has complied with all requirements of FRS 102.

The net impact of not deferring these awards and the associated recharge income is £27,158.