Registration number:
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Grafton Capital Limited
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Brebners
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Grafton Capital Limited
Contents
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Company Information |
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Strategic Report |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Income Statement |
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Statement of Financial Position |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Grafton Capital Limited
Company Information
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Director |
E Barroll Brown |
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Registered office |
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Auditor |
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Grafton Capital Limited
Strategic Report for the Year Ended 31 December 2025
The director presents the strategic report for the year ended 31 December 2025.
Fair review of the business
Grafton Capital Limited is the principal operating entity of the Grafton Capital group. The company provides fund management, corporate advisory, and portfolio oversight services to a group of Jersey-domiciled fund structures which hold investments in high-growth technology businesses.
During 2025, the Company took the decision to voluntarily surrender the company’s FCA authorisation, which became effective in April 2025. This decision reflected the company’s strategic evolution: as the fund portfolio has matured and no new fundraising activity is anticipated, the regulatory overhead associated with maintaining FCA permissions was no longer proportionate to the activities being undertaken. The company continues to provide corporate and administrative services to its fund structures under contractual arrangements that do not require FCA authorisation.
Grafton Capital’s decision to move away from new software growth investments also reflects a fast changing environment for software, and a negative view of sentiment in that sector. The business is now focused on liquidating its investment portfolio and focusing on new opportunities enabled by new AI capabilities.
The company's key financial and other performance indicators during the year were as follows:
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Financial KPIs |
Unit |
2025 |
2024 |
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Turnover |
£ |
334,939 |
402,038 |
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Profit before tax |
£ |
319,771 |
735,057 |
Review of Performance During the Year
The year ended 31 December 2025 represented a period of continued stable performance for the company, with revenue and profitability broadly in line with expectations.
Total revenue for the year was £334,939 and comprised board monitoring fees and corporate services fees. The Jersey-based limited companies generate management fees from underlying fund vehicles, with Grafton Capital earning a corporate services fee calculated as a percentage of these fees. Management fee income was derived from four fund vehicles: Falcon LP (BOARD International), Mercury LP (Xtremepush), Kilo LP (Omilia), and Delta LP (Third Financial), the latter of which was disposed of in June 2024, with residual income relating to ongoing earn-out administration.
Operating expenses for the year totalled £654,898 with the principal cost categories being employment costs of £467,934 computer software and maintenance costs of £50,268 and consultancy fees of £32,400. Expenses were well controlled throughout the year and included certain non-recurring items, notably a settlement-related professional advisory fee and an ex-gratia staff payment recognised in the third quarter.
Unrealised foreign exchange gains of £11,966 provided a favourable offset within the expense line, arising from the revaluation of non-sterling invoices.
Profit before tax for the year was £319,771, with net profit after tax of £234,889.
Corporation tax is paid by quarterly instalments, and the company was in a net corporation tax receivable position at the year end.
Grafton Capital Limited
Strategic Report for the Year Ended 31 December 2025
Financial Position at Year-End
As at 31 December 2025, the company’s net assets stood at £2,109,296, an increase of £234,888 from the prior year (2024: £1,874,408), reflecting the retained profitability for the period.
Cash and cash equivalents at year-end were £975,826 (2024: £1,091,216). The decrease in cash is a function of the company’s operating model: management fee income is invoiced to the Jersey fund structures and recognised as revenue, but collection is mostly now deferred until investment exits generate distributable cash within those structures, most likely from exits. The directors have elected to defer collection as a matter of policy, rather than drawing down fund assets during the current stage of the investment lifecycle. Importantly, the company retains a contractual right under indemnity provisions within the fund documentation to recover these fees at any time it chooses, providing significant comfort over the recoverability of these balances.
Business Developments
Key developments during the year included the voluntary surrender of FCA permissions as described above, and the continued optimisation of the company’s operating model to ensure cost efficiency. The company maintained its portfolio oversight role across the fund investments, providing ongoing monitoring and advisory services to the portfolio companies.
The company engaged fractional executive support during the year, including a fractional CFO and a fractional Investment Director, in line with the directors’ strategy to maintain access to specialist expertise whilst minimising fixed headcount costs.
Principal risks and uncertainties
The director has identified the following principal risks and uncertainties facing the company:
Liquidity Risk
The company manages its liquidity position carefully, maintaining sufficient cash reserves to meet its operating obligations. At 31 December 2025, cash and equivalents of £975,826 provide adequate headroom for the company’s ongoing cost base. It should also be noted that fee income ends on disposals and those will return invested capital to the company. The director considers the company’s liquidity position to be satisfactory, and that the subsidiary companies are all in a position to require LPs to fund the costs of the unpaid fees, should that be necessary, instead of waiting for disposals.
Key Person Risk
The company is dependent on a small number of key individuals for its ongoing management and portfolio oversight activities, but there are no key man clauses in any contracts or fund constitutions. The director mitigates this risk to the company through the use of fractional executive support and documented processes.
Grafton Capital Limited
Strategic Report for the Year Ended 31 December 2025
Market and Portfolio Risk
The company’s fee income is ultimately linked to the continued operation and eventual exit of the underlying portfolio investments. A material deterioration in the performance of one or more portfolio companies could affect the timing of fee recovery. The director actively monitors portfolio company performance and engages with management teams as appropriate.
Foreign Exchange Risk
A portion of the company’s fee income is denominated in currencies other than sterling. The company does not hedge this exposure, and unrealised currency movements are recognised in the income statement. During the year, unrealised currency gains of £11,966 were recorded. The director considers this exposure to be manageable given the overall scale of the company’s operations.
Operational Risk
The company maintains appropriate systems and controls for the scale and nature of its operations. Key operational risks include reliance on third-party service providers (including fund administrators and accountants) and information security. The director reviews these arrangements periodically to ensure they remain appropriate.
Financial Risk Management Objectives and Policies
The company’s financial risk management objectives and policies address its exposure to key financial risks as follows:
Price Risk
The company does not hold financial instruments that are subject to price risk in the traditional sense. The company’s revenue is generated through contractual fee arrangements with defined fund structures, and is not directly exposed to market price movements. Indirectly, the value of the company’s receivable balances is linked to the performance of the underlying portfolio investments held by the fund structures.
Credit Risk
The company’s credit risk exposure principally arises from accounts receivable owed by the Jersey fund structures. These are related-party balances where the company’s director also serves in a governance capacity over the fund vehicles. The director is satisfied that the credit risk is appropriately managed through the indemnity provisions within the fund documentation, which provide a contractual mechanism for fee recovery from fund assets. No provision for impairment has been recognised.
Liquidity Risk
The company’s policy is to maintain sufficient cash reserves to meet its operating expenditure as it falls due. Cash and equivalents at 31 December 2025 were £975,826. The company’s operating cost base is well understood and predictable, and the director is satisfied that the current cash position is adequate to support the company’s ongoing activities for the foreseeable future. While the majority of the company’s revenue is not collected in cash in the period it is recognised, the director retains the ability to draw on the fund indemnity provisions to accelerate fee recovery if required.
Grafton Capital Limited
Strategic Report for the Year Ended 31 December 2025
Future Developments
The company will continue to provide management and administrative services to its fund structures, overseeing the portfolio investments through to eventual exit. The director's primary focus is on supporting the portfolio companies in achieving optimal exit outcomes, which will in turn enable the collection of the accrued management fee receivables.
The company intends to continue operating with a lean cost structure, utilising fractional executive support where specialist expertise is required. The director will maintain careful oversight of the company’s cash position and operating costs to ensure the business remains well-positioned throughout the remaining fund lifecycle.
For the financial year ending 31 December 2026, the company will prepare unaudited financial statements under FRS 102 Section 1A, reflecting its reduced regulatory and reporting obligations following the surrender of FCA permissions.
Approved by the
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Director
Grafton Capital Limited
Director's Report for the Year Ended 31 December 2025
The report and the financial statements for the year ended 31 December 2025.
Director of the company
The director who held office during the year was as follows:
Dividends
No interim dividends were paid in the year (2024 - £550,281). No final dividend is proposed.
Information included in the Strategic Report
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and financial risk management and exposure.
Director's liabilities
As permitted by the Articles of Association, the director has the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.
Disclosure of information to the auditor
The director has taken steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditors are unaware.
Approved by the director on
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E Barroll Brown
Director
Grafton Capital Limited
Statement of Director's Responsibilities
The responsibilities 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 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 to ensure that the financial statements comply with the Companies Act 2006. The director 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.
Grafton Capital Limited
Independent Auditor's Report to the Members of Grafton Capital Limited
for the Year Ended 31 December 2025
Opinion
We have audited the financial statements of Grafton Capital Limited (the 'company') for the year ended 31 December 2025, which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, 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 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 director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Grafton Capital Limited
Independent Auditor's Report to the Members of Grafton Capital Limited
for the Year Ended 31 December 2025
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Director's Report.
We have nothing to report in respect of the following matters where 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 the director
As explained more fully in the Statement of Director's Responsibilities (set out on page 7), 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 have no realistic alternative but to do so.
Grafton Capital Limited
Independent Auditor's Report to the Members of Grafton Capital Limited
for the Year Ended 31 December 2025
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.
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:
Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006), UK corporate taxation laws and FCA regulations. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the company is complying with relevant legislation by making enquiries of management by making enquires of management and those responsible for legal and compliance procedures. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, discussion of any regulatory and legal matters with management, and inspection of regulatory and legal costs; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
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.
Grafton Capital Limited
Independent Auditor's Report to the Members of Grafton Capital Limited
for the Year Ended 31 December 2025
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.
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.
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For and on behalf of
130 Shaftesbury Avenue
W1D 5AR
Grafton Capital Limited
Income Statement for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating loss |
( |
( |
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Gain on financial assets at fair value through profit and loss |
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Income from shares in group undertakings |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
( |
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651,468 |
1,067,001 |
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Profit before tax |
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Taxation |
( |
( |
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Profit for the financial year |
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Grafton Capital Limited
Statement of Financial Position as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Tangible assets |
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Current assets |
|||
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Debtors |
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Other financial assets |
869,580 |
869,580 |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
|||
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Called up share capital |
2 |
2 |
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Share premium reserve |
828,947 |
828,947 |
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Retained earnings |
1,280,347 |
1,045,459 |
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Shareholders' funds |
2,109,296 |
1,874,408 |
Approved and authorised by the
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E Barroll Brown
Director
Company registration number: 09224466
Grafton Capital Limited
Statement of Changes in Equity for the Year Ended 31 December 2025
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2025 |
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Profit for the year |
- |
- |
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At 31 December 2025 |
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2024 |
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Profit for the year |
- |
- |
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Dividends |
- |
- |
( |
( |
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At 31 December 2024 |
2 |
828,947 |
1,045,459 |
1,874,408 |
Grafton Capital Limited
Statement of Cash Flows for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Cash flows from operating activities |
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Profit for the year |
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Adjustments to cash flows from non-cash items: |
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Depreciation and amortisation |
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Loss on disposal of tangible assets |
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Dividend income from shares in subsidiaries |
( |
( |
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Finance income |
( |
( |
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Finance costs |
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Gain/loss on disposal of investments |
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Income tax expense |
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( |
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Working capital adjustments: |
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(Increase)/decrease in trade and other debtors |
( |
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Decrease in trade and other creditors |
( |
( |
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Cash generated from operations |
( |
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Income taxes paid |
( |
( |
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Net cash flow from operating activities |
( |
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Cash flows from investing activities |
|||
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Interest received |
|
|
|
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Acquisitions of tangible assets |
( |
( |
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Proceeds from sale of tangible assets |
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- |
|
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Dividends received from shares in subsidiaries |
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|
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Proceeds and distributions from disposal of investments |
( |
( |
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Net cash flows from investing activities |
|
( |
|
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Cash flows from financing activities |
|||
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Interest paid |
( |
( |
|
|
Dividends paid |
- |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
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Cash and cash equivalents at 31 December |
975,826 |
1,091,216 |
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Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal activity of the company is that of the provision of investment advisory services.
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Accounting policies |
Statement of compliance
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' Section 1A and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented.
Group accounts not prepared
Going concern
The company made a profit for the year ended 31 December 2025 and had net assets at that date of £2,109,296 including cash at bank of £975,826.
The director forecasts consistent revenues in 2026 and 2027 while continuing to manage costs. As a consequence, the director believes that the company is well placed to manage its business risks successfully despite current economic uncertainties.
On the basis of the above, and after making enquires, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the director continues to adopt the going concern basis in the preparation of the financial statements.
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported. These estimates and judgements are continually reviewed and ate based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Other than those involving estimations there are no judgements that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
- Valuation of investments
Investments are held at cost less impairment, and the company exercises judgement in assessing indicators of impairment and estimating recoverable amounts, which may involve consideration of fair value and future cash flow projections where observable market data is not available at the year end date.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.
Turnover is recognised evenly over the period in which the consultancy services are delivered.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Furniture, fittings and equipment |
25% straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Rendering of services |
|
|
|
Operating loss |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Foreign exchange (gains)/losses |
( |
|
|
Operating lease expense - property |
|
|
|
Loss on disposal of property, plant and equipment |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Other finance income |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest expense on other finance liabilities |
|
|
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
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Staff costs |
The aggregate payroll costs (including director's remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Other short-term employee benefits |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Redundancy costs |
|
|
|
Other employee expenses |
|
- |
|
|
|
The average number of persons employed by the company (including the director) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Average number of employees |
|
|
|
|
|
|
Director's remuneration |
The director's remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
The director is considered to be the only member of key management personnel in both the current and prior years.
|
Auditor's remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
|
|
|
Other fees to auditors |
||
|
Taxation compliance services |
1,650 |
1,575 |
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Taxation |
Tax charged/(credited) in the income statement
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
- |
|
|
80,592 |
98,745 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Effect of expenses not deductible in determining taxable profit |
|
|
|
Increase in UK current tax from adjustment for prior periods |
- |
|
|
Fixed asset timing differences |
( |
( |
|
Tax decrease from other short-term timing differences |
( |
( |
|
Effect of utilisation of tax losses |
- |
( |
|
Total tax charge |
|
|
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Deferred tax
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Accelerated tax depreciation |
|
|
Other timing differences |
(943) |
|
|
|
2024 |
Liability |
|
Accelerated tax depreciation |
|
|
|
|
Tangible assets |
|
Fixtures and fittings |
Total |
|
|
Cost or valuation |
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|
At 1 January 2025 |
|
|
|
Additions |
|
|
|
Disposals |
( |
( |
|
At 31 December 2025 |
|
|
|
Depreciation |
||
|
At 1 January 2025 |
|
|
|
Charge for the year |
|
|
|
Eliminated on disposal |
( |
( |
|
At 31 December 2025 |
|
|
|
Carrying amount |
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|
At 31 December 2025 |
|
|
|
At 31 December 2024 |
|
|
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Investments |
|
Subsidiary Undertakings |
Other Investments |
Total |
|
|
Current financial assets |
|||
|
Cost or valuation |
|||
|
At 1 January 2025 |
3 |
869,577 |
869,580 |
|
At 31 December 2025 |
3 |
869,577 |
869,580 |
|
Carrying amount |
|||
|
At 31 December 2025 |
|
|
869,580 |
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
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|
Subsidiary undertakings |
||||
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|
Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR |
Ordinary |
|
|
|
|
Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR |
Ordinary |
|
|
|
|
Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR |
Ordinary |
|
|
Grafton Capital (Jersey) GP Limited
The principal activity of the Company is to act as General Partner of Grafton Capital Delta Jersey LP ("Grafton Limited Partnership") and Grafton Capital Delta Executive LP ("Grafton Carried Interest Partnership").
Grafton Capital General Partner Limited
The principal activity of the Company is to act as General Partner of Grafton Capital Falcon LP and Grafton Capital Kilo LP (together the "Grafton Limited Partnerships"), Grafton Capital Falcon Executive LP, and Grafton Capital Kilo Executive LP (together the "Grafton Carried Interest Partnerships").
Grafton Capital GP Limited
The principal activity of the Company is to act as General Partner of Grafton Capital Mercury LP ("Grafton Limited Partnership") and Grafton Capital Mercury Executive LP ("Grafton Carried Interest Partnership").
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Debtors |
|
2025 |
2024 |
|
|
Trade debtors |
|
- |
|
Amounts owed from group undertakings |
|
|
|
Other debtors |
|
|
|
Prepayments |
|
|
|
Accrued income |
|
- |
|
Corporation tax asset |
|
|
|
|
|
|
Creditors |
|
2025 |
2024 |
|
|
Due within one year |
||
|
Trade creditors |
|
|
|
Amounts due to group undertakings |
- |
|
|
Social security and other taxes |
|
- |
|
Other payables |
|
|
|
Accruals |
|
|
|
|
|
|
Provisions for liabilities |
|
Deferred tax |
Total |
|
|
At 1 January 2025 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2025 |
|
|
|
|
||
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Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary Shares - A of £0.01 each |
51 |
0.51 |
51 |
0.51 |
|
Ordinary Shares - B of £0.01 each |
50 |
0.50 |
50 |
0.50 |
|
|
|
|
|
|
|
Reserves |
Profit and loss account - this reserve records retained earnings and accumulated losses.
|
Commitments, guarantees and contingencies |
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Dividends |
Interim dividends paid
|
2025 |
2024 |
|||
|
Interim dividend of £Nil (2024 - £ |
- |
|
||
|
Interim dividend of £Nil (2024 - £ |
- |
|
||
|
- |
|
|
Analysis of changes in net debt |
|
At 1 January 2025 |
Financing cash flows |
At 31 December 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
1,091,216 |
(115,390) |
975,826 |
|
|
( |
|
|
|
|
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Grafton Capital Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Related party transactions |
Summary of transactions with subsidiaries
Exemption is taken in accordance with FRS 102 paragraph 33.1A not to disclose transactions or amounts falling due between undertakings wholly owned within the group.
Summary of transactions with other related parties
At 31 December 2025 an amount of £9,149 (2024 - £Nil) was due from a company over which the director is able to exert significant influence. During the year there were expenses of £851 (2024 - £Nil) paid on behalf of this company.
At 31 December 2025 an amount of £9,577 (2024 - £Nil) was due to a company over which the director is able to exert significant influence. During the year there were expenses of £9,577 (2024 - £Nil) paid on behalf of this
company.
Key management compensation
Key management personnel comprises the director whose remuneration is disclosed in note 8.
|
Parent and ultimate parent undertaking |
The immediate and ultimate parent undertaking is Grafton Capital Holdings Limited, incorporated in the United Kingdom. The registered address of Grafton Capital Holdings Limited is located at 130 Shaftesbury Avenue, 2nd Floor, London, England, W1D 5EU.
The person with ultimate control is Mr E. Barroll Brown.