Barcore Holdings Ltd

	Page
Balance Sheet	1
Notes to the Financial Statements	2—4

Registered number: 15859631

		2025
	Notes	£	£
FIXED ASSETS
Investments	4		4,675,102

			4,675,102
CURRENT ASSETS
Cash at bank and in hand		453

		453
Creditors: Amounts Falling Due Within One Year	5	(2,113,449 )

NET CURRENT ASSETS (LIABILITIES)			(2,112,996 )

TOTAL ASSETS LESS CURRENT LIABILITIES			2,562,106

NET ASSETS			2,562,106

CAPITAL AND RESERVES
Called up share capital	6		1,000
Share premium account			943,056
Profit and Loss Account			1,618,050

SHAREHOLDERS' FUNDS			2,562,106

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

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

Mr Adrian Buthee

Director

13/07/2026

The notes on pages 2 to 3 form part of these financial statements.

1. General Information

Barcore Holdings Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 15859631 . The registered office is The Innovation Centre, Cranfield Technology Park, University Way, Cranfield, Bedforshire, MK43 0BT.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

3. Average Number of Employees

Average number of employees, including directors, during the year was: 2

4. Investments

	Subsidiaries
	£
Cost or Valuation
As at 26 July 2024	-
Additions	4,675,102

As at 31 July 2025	4,675,102

Provision
As at 26 July 2024	-

As at 31 July 2025	-

Net Book Value
As at 31 July 2025	4,675,102

As at 26 July 2024	-

The company holds more than 20% of the nominal value of any class of share capital in the following subsidiary undertakings:

Trendsignal Limited (Cost £2,437,905)

Incorporated: England & Wales

Registered office: The Innovation Centre, University Way, Cranfield, Bedfordshire, MK43 0BT

Principal activity: Financial trading education and strategy provider

Class of shares: Ordinary

Holding: 100%

Charting Solutions Limited (Cost £2,237,197)

Incorporated: Hong Kong

Registered office: Suite 1106-08, 11/F Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong

Principal activity: Development of software and charting solutions

Class of shares: Ordinary

Holding: 100%

TMS Capital Limited

Incorporated: England & Wales

Registerd office: The Innovation Centre, University Way, Cranfield, Bedfordshire, MK43 0BT

Principal activity: Regulated CFD and spread betting financial brokerage

Class of shares: Ordinary

Holding: 75% or more (held indirectly via Charting Solutions Ltd)

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Barcore Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2025

5. Creditors: Amounts Falling Due Within One Year

	2025
	£
Amounts owed to participating interests	2,068,859
Other creditors	44,590

	2,113,449

6. Share Capital

	2025
	£
Allotted, Called up and fully paid	1,000

7. Reserves

	Share Premium	Profit and Loss Account
	£	£
As at 26 July 2024	-	-
Profit for the year and total comprehensive income	-	1,618,050

Arising on shares issued during the period	943,056	-

As at 31 July 2025	943,056	1,618,050

Share Premium

On 16 October 2024, in conjunction with the management buyout and acquisition of Trendsignal Limited and Charting Solutions Limited the company allotted and issued a total of 999 ordinary shares of £1.00 each as consideration to the vendors.

Nominal Value of Shares Issued: £999

Premium Per Share: £944

Total Premium Transferred to Reserves: £943,056

The premium is broken down by the two individual parallel SPAs as follows:

Trendsignal Limited Allotment: 551 shares carrying an aggregate premium of £520,144

Charting Solutions Limited Allotment: 448 shares carrying an aggregate premium of £422,912

8. Related Party Transactions

Deferred Consideration

During the period, the company completed a Management Buyout (MBO) arrangement to acquire 100% of the share capital of Trendsignal Limited and Charting Solutions Limited. Part of the total acquisition price was structured as variable-interest deferred consideration owed to the former shareholders, Jeremy and Michelle Miller.

As the Miller's hold a 25% equity stake in Barcore Holdings Ltd via the allotment of consideration shares, they retain significant influence, and all balances are classified as related party transactions.

Original MBO liability created: £2,115,049

Amounts repaid during the period: £46,690

Closing balance owed at year-end: £2,068,359

Interest paid/accrued in period: £87,348

Commercial Terms: The outstanding balance is unsecured, bears interest at a rate of 0.75% per annum above the Bank of England Base Rate as varied from time to time. Interest accrues daily and is payable quarterly in arrears on the last business day of the calendar quarter. The final instalments under contract are scheduled to be paid by 31 December 2029.

Income from shares in group undertakings

...CONTINUED

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Barcore Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2025

8. Related Party Transactions - continued

During the financial period, the company received dividend income from its wholly-owned subsidiary undertakings totalling £1,719,668.

Trendsignal Limited (UK) £869,020

Charting Solutions Limited (HK) £760,000

TMS Capital Limted (UK - Indirect) £90,648

These balances are presented as 'Income from shares in group undertakings' on the face of the Profit and Loss account.

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