REGISTERED NUMBER: 11928843 (England and Wales)

Unaudited Financial Statements

for the Period 31 March 2024 to 29 March 2025

for

AGB Capital Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

R J Beese

D J White

REGISTERED OFFICE:

3 Sheen Road

Richmond Upon Thames

TW9 1AD

REGISTERED NUMBER:

11928843 (England and Wales)

ACCOUNTANTS:

Richmond Accounting & Advisory Ltd

3 Sheen Road

Richmond upon Thames

Richmond

Surrey

TW9 1AD

Fixed assets

Tangible assets

3

90,665

95,153

Current assets

Stocks

11,458

11,458

Debtors

4

4,768,373

4,162,015

Cash at bank

6,250

20,510

4,786,081

4,193,983

Creditors

Amounts falling due within one year

5

(8,485,029

)

(5,372,927

)

Net current liabilities

(3,698,948

)

(1,178,944

)

Total assets less current liabilities

(3,608,283

)

(1,083,791

)

Creditors

Amounts falling due after more than one year

6

(5,140

)

(15,575

)

Provisions for liabilities

(1,410

)

(1,410

)

Net liabilities

(3,614,833

)

(1,100,776

)

Capital and reserves

Called up share capital

100

100

Retained earnings

7

(3,614,933

)

(1,100,876

)

(3,614,833

)

(1,100,776

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 29 March 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 29 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit And Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 March 2026 and were signed on its behalf by:

R J Beese - Director

1.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

REVENUE

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

Rendering of services

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

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Plant and machinery

25% reducing balance

Fixtures and fittings

25% reducing balance

Computer equipment

25% reducing balance

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

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

DILAPIDATIONS

The Company has recognised a provision for dilapidations due to the requirement to return the operating site back to its original condition at the end of the rental lease.

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

CURRENT AND DEFERRED TAXATION

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

OPERATING LEASES: THE COMPANY AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

PENSIONS

Defined contribution pension plan

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

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

GOING CONCERN

The director has, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they adopt a going concern basis of accounting in preparing the financial statements. The director has considered a period of 12 months from the balance sheet date.

FINANCE COST

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

DEBTORS

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

CREDITORS

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

PROVISIONS FOR LIABILITIES

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

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

EXCEPTIONAL ITEMS

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

RESTATE

Previous year figures have been restated/reclassed/regrouped wherever necessary.

2.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 32 (2024 - 50 ) .

3.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 31 March 2024

57,945

51,218

109,163

Additions

18,296

2,745

21,041

At 29 March 2025

76,241

53,963

130,204

DEPRECIATION

At 31 March 2024

7,198

6,812

14,010

Charge for period

13,960

11,569

25,529

At 29 March 2025

21,158

18,381

39,539

NET BOOK VALUE

At 29 March 2025

55,083

35,582

90,665

At 30 March 2024

50,747

44,406

95,153

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

96,773

41,415

Amounts owed by group undertakings

4,631,507

3,948,623

Other debtors

(87,426

)

105,001

No description

1,157

-

VAT

-

38,019

VAT

87,526

-

Prepayments

38,836

28,957

4,768,373

4,162,015

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

11,042

10,435

Trade creditors

78,813

71,198

Amounts owed to group undertakings

8,447,053

5,158,246

Social security and other tax

43,124

47,558

Pension Liability

8,959

-

Other creditors

(109,022

)

80,550

Accrued expenses

5,060

4,940

8,485,029

5,372,927

6.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans - 1-2 years

5,140

10,435

Bank loans - 2-5 years

-

5,140

5,140

15,575

7.

RESERVES

Retained

earnings

£

At 31 March 2024

(1,100,876

)

Deficit for the period

(2,514,057

)

At 29 March 2025

(3,614,933

)

8.	PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £31,439 (2024 - £18,156) receivable to the company). Contributions totalling £8,959 (2024 - £7,533) were payable to the fund at the balance sheet date and are included in creditors.

9.	ULTIMATE CONTROLLING PARTY

The immediate parent company is F.O Ventures Ltd, a company incorporated and registered in England and Wales. The ultimate parent company is MFT Capital Ltd, a company incorporated and registered in England and Wales. The Address of the ultimate parent company's registered office is 3 Sheen Road, Richmond Upon Thames, England, TW9 1AD.

The Directors consider MFT Capital Ltd, a company incorporated in England and Wales, to be the controlling party of the Company. The results of the Company are shown within the Consolidated Financial Statements of MFT Capital Ltd. Copies of the Group accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.