REGISTERED NUMBER: 09090298 (England and Wales)

INTERALIA CAPITAL LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2026

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

P W Curtis Hayward (Chairman)

J D May

J-C Oberto

SECRETARY:

A R Pennell

REGISTERED OFFICE:

12a Upper Berkeley Street

London

W1H 7QE

REGISTERED NUMBER:

09090298 (England and Wales)

AUDITORS:

Carston ETL

Statutory Auditor

Second Floor

34 Lime Street

London

EC3M 7AT

The directors present their strategic report for the year ended 31st March 2026.

PRINCIPAL ACTIVITIES

The principal activities of InterAlia Capital Limited ("the Company") and including its subsidiary undertakings (the "Group") is both the provision of debt arrangement and advisory services for its clients in the renewable and flexible energy infrastructure, core infrastructure and digital infrastructure and social infrastructure sectors as well as providing buy-side and sell-side M&A advisory services.

BUSINESS REVIEW

During the year the Group earned fees from 16 clients (period ended 31 March 2025: 14 clients) for whom M&A advice was provided or debt facilities were arranged.

RESULTS AND DIVIDENDS

Profit before tax for the year was £103,012 (period ended 31 March 2025: profit before tax £666,759), profit attributable to the Group was £506,456 (period ended 31 March 2025: profit of £408,432).

Dividends paid by the Group in the current year were £1,098,282 (period ended 31 March 2025: Nil).

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties faced by the Company and its Group are as follows:

The Group itself has exposure to Credit Risk, however all trade debtors at the balance sheet have been received and the Group typically engages with clients who are expected to enter into a transaction involving completion monies from which fees are paid so the risk of default is relatively low.

The Group has limited fixed costs consisting mainly of payroll costs, meaning Liquidity Risk must be managed from trading cash flows therefore the directors set annual budgets, retain a cash buffer each year, and review actual results and sales forecasts on at least a monthly basis.

The Group has some Market Risk and actively pitches for new business and keeps track of proposals and pre-contract efforts expected to result in mandates.

The Group from time to time has Currency Risk when customers pay in foreign currencies. This exposure is short term and not significant at the balance sheet date.

GOING CONCERN

The Group has Net Assets and has delivered a profit for the period. Having performed an assessment including a forecast to 31 July 2027, the directors have reasonable expectation that the Company and its Group has adequate resources to continue for the foreseeable future and to service its liabilities as they fall due. The Group and Company therefore continues to adopt the going concern basis when drawing up accounts.

STATEMENT OF CORPORATE GOVERNANCE

The Board of the Company meet at least 4 times a year to monitor results and make key decisions.

SUPPLIER PAYMENT TERMS

It is the policy that the Group settles payments to suppliers within agreed terms.

PROMOTING THE SUCCESS OF THE GROUP

In accordance with Section 172 of the Companies Act 2006, each director acts in a way they consider would most likely promote the success of the Group for the benefit of the members as a whole. The directors have regard, amongst other matters, to:

- the likely consequences of any decisions in the long term;

- the interests of the Group's employees;

- the need to foster the Group's business relationships with suppliers, customers and others;

- the impact of the Group's operations on the community and the environment;

- the reputation for a high standards of business conduct; and

- the need to act fairly between shareholders of the Company.

EMPLOYEE MATTERS

The Group's policy is to consult and discuss with employees at meetings, matters likely to affect employees' interests. Information is shared on weekly all Company calls and on a one to one basis with individuals' line managers where appropriate.

CUSTOMER RELATIONSHIPS

The Group recognises the importance and continued support of its customers. We treat customers fairly and deliver a high quality and responsive service which results in strong relationships and a high level of repeat business.

IMPACT ON THE ENVIRONMENT

The Group strives to minimise its impact on the environment where possible by reusing and recycling its resources where possible.

BY ORDER OF THE BOARD:

A R Pennell - Secretary

29th July 2026

The directors present their report with the financial statements of the Company and the Group for the year ended 31st March 2026.

DIVIDENDS

The Company paid an interim dividend of £294,036 during the year (2025- Nil) and dividend in specie of £804,246.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st April 2025 to the date of this report.

P W Curtis Hayward (Chairman)

J D May

J-C Oberto

Other changes in directors holding office are as follows:

S A Bell - resigned 13th August 2025

E I D Huttenga - resigned 13th August 2025

POLITICAL DONATIONS AND EXPENDITURE

The Group made charitable donations of £1,009 during the year. (2025:- £5,059).

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Group maintains Directors' and Officers' liability insurance for the benefit of its directors. Such insurance was in place throughout the period and remains in place at the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the Group and of the profit or loss of the Group 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;

-	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 and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and each director has taken all the 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 Group's auditors are aware of that information.

AUDITORS

The auditors, Carston ETL, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J D May - Director

29th July 2026

Opinion

We have audited the financial statements of InterAlia Capital Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31st March 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 Group's and of the Parent Company affairs as at 31st March 2026 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 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 group's and the parent 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 Matter

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management with the oversight of the Directors.

Based on our understanding of the Company and industry, discussions with management and directors we identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

Our audit procedures included:

- completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;

- enquiry of management about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

- examining supporting documents for all material balances, transactions and disclosures;

- enquiry of management, about litigation and claims and inspection of relevant correspondence;

- analytical procedures to identify any unusual or unexpected relationships;

- specific audit testing on and review of areas that could be subject to management override of controls and potential bias, most notably around the key judgments and estimates, including the carrying value of accruals, provisions, investments, recoverability of trade debtors and revenue recognition;

- considering management override of controls outside of the normal operating cycles including testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal course of business.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Richard Hogg (Senior Statutory Auditor)

for and on behalf of Carston ETL

Statutory Auditor

Second Floor

34 Lime Street

London

EC3M 7AT

29th July 2026

TURNOVER

3

4,840,727

6,261,532

Cost of sales

3,849,692

4,675,659

GROSS PROFIT

991,035

1,585,873

Administrative expenses

792,504

809,521

OPERATING PROFIT

5

198,531

776,352

Interest receivable and similar income

64,262

21,373

262,793

797,725

Investment impairment

6

137,110

73,773

125,683

723,952

Interest payable and similar expenses

7

22,671

57,193

PROFIT BEFORE TAXATION

103,012

666,759

Tax on profit

8

(112,359

)

30,279

PROFIT FOR THE FINANCIAL YEAR

215,371

636,480

Profit attributable to:

Owners of the parent

506,456

408,432

Non-controlling interests

(291,085

)

228,048

215,371

636,480

PROFIT FOR THE YEAR

215,371

636,480

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

215,371

636,480

Total comprehensive income attributable to:

Owners of the parent

506,456

408,432

Non-controlling interests

(291,085

)

228,048

215,371

636,480

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

26,586

11,106

Investments

13

-

125,896

26,586

137,002

CURRENT ASSETS

Debtors

14

2,164,853

3,769,764

Cash at bank

2,011,189

2,207,149

4,176,042

5,976,913

CREDITORS

Amounts falling due within one year

15

1,728,120

2,606,496

NET CURRENT ASSETS

2,447,922

3,370,417

TOTAL ASSETS LESS CURRENT LIABILITIES

2,474,508

3,507,419

CREDITORS

Amounts falling due after more than one year

16

62,500

212,500

NET ASSETS

2,412,008

3,294,919

CAPITAL AND RESERVES

Called up share capital

21

1,827

2,813

Capital redemption reserve

22

986

-

Retained earnings

22

1,949,477

2,541,303

SHAREHOLDERS' FUNDS

1,952,290

2,544,116

NON-CONTROLLING INTERESTS

23

459,718

750,803

TOTAL EQUITY

2,412,008

3,294,919

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

J D May - Director

J-C Oberto - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

22,104

7,557

Investments

13

1,502,558

2,432,454

1,524,662

2,440,011

CURRENT ASSETS

Debtors

14

411,688

762,605

Cash at bank

2,658

1,200

414,346

763,805

CREDITORS

Amounts falling due within one year

15

1,786,010

2,578,530

NET CURRENT LIABILITIES

(1,371,664

)

(1,814,725

)

TOTAL ASSETS LESS CURRENT LIABILITIES

152,998

625,286

CREDITORS

Amounts falling due after more than one year

16

(62,500

)

(212,500

)

PROVISIONS FOR LIABILITIES

20

(2,562

)

-

NET ASSETS

87,936

412,786

CAPITAL AND RESERVES

Called up share capital

21

1,827

2,813

Capital redemption reserve

22

986

-

Retained earnings

22

85,123

409,973

SHAREHOLDERS' FUNDS

87,936

412,786

Company's profit/(loss) for the financial year

773,432

(178,835

)

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

J D May - Director

J-C Oberto - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1st January 2024

2,813

2,655,626

-

Total comprehensive income

-

408,432

-

Attributable to non-controlling interests

-

(522,755

)

-

Balance at 31st March 2025

2,813

2,541,303

-

Cancellation of shares

(986

)

-

986

Total comprehensive income

-

506,456

-

Dividends

-

(1,098,282

)

-

Balance at 31st March 2026

1,827

1,949,477

986

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1st January 2024

2,658,439

-

2,658,439

Total comprehensive income

408,432

228,048

636,480

Attributable to non-controlling interests

(522,755

)

522,755

-

Balance at 31st March 2025

2,544,116

750,803

3,294,919

Total comprehensive income

506,456

(291,085

)

215,371

Dividends

(1,098,282

)

-

(1,098,282

)

Balance at 31st March 2026

1,952,290

459,718

2,412,008

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2024

2,813

588,808

-

591,621

Changes in equity

Total comprehensive income

-

(178,835

)

-

(178,835

)

Balance at 31st March 2025

2,813

409,973

-

412,786

Changes in equity

Cancellation of shares

(986

)

-

986

-

Total comprehensive income

-

773,432

-

773,432

Dividends

-

(1,098,282

)

-

(1,098,282

)

Balance at 31st March 2026

1,827

85,123

986

87,936

Cash flows from operating activities

Cash generated from operations

1

1,207,239

1,032,606

Interest paid

(22,671

)

(57,193

)

Tax paid

(179,473

)

(907,718

)

Tax refund

18,961

53,320

Net cash from operating activities

1,024,056

121,015

Cash flows from investing activities

Purchase of tangible fixed assets

(24,782

)

(14,380

)

Purchase of fixed asset investments

(11,214

)

-

Interest received

64,262

21,373

Net cash from investing activities

28,266

6,993

Cash flows from financing activities

Loan repayments in year

(150,000

)

(187,500

)

Equity dividends paid

(1,098,282

)

(598,552

)

Net cash from financing activities

(1,248,282

)

(786,052

)

Decrease in cash and cash equivalents

(195,960

)

(658,044

)

Cash and cash equivalents at beginning of year

2

2,207,149

2,865,193

Cash and cash equivalents at end of year

2

2,011,189

2,207,149

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1/1/24

Year ended

to

31/3/26

31/3/25

£

£

Profit before taxation

103,012

666,759

Depreciation charges

9,303

12,465

Impairment charge

137,110

73,773

Finance costs

22,671

57,193

Finance income

(64,262

)

(21,373

)

207,834

788,817

Decrease in trade and other debtors

1,944,270

642,306

Decrease in trade and other creditors

(944,865

)

(398,517

)

Cash generated from operations

1,207,239

1,032,606

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st March 2026

31/3/26

1/4/25

£

£

Cash and cash equivalents

2,011,189

2,207,149

Period ended 31st March 2025

31/3/25

1/1/24

£

£

Cash and cash equivalents

2,207,149

2,865,193

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/25

Cash flow

At 31/3/26

£

£

£

Net cash

Cash at bank

2,207,149

(195,960

)

2,011,189

2,207,149

(195,960

)

2,011,189

Debt

Debts falling due within 1 year

(150,000

)

-

(150,000

)

Debts falling due after 1 year

(212,500

)

150,000

(62,500

)

(362,500

)

150,000

(212,500

)

Total

1,844,649

(45,960

)

1,798,689