REGISTERED NUMBER: 10290349 (England and Wales)

for

Page

Company Information  

1

Strategic Report  

2

Report of the Directors  

5

Report of the Independent Auditors  

7

Statement of Comprehensive Income

11

Balance Sheet  

12

Statement of Changes in Equity  

13

Cash Flow Statement  

14

Notes to the Financial Statements

15

DIRECTORS:

K A Carby

P A Dunne

J R G Purle

C J Wood

A Gras-Velázquez

REGISTERED OFFICE:

Affinity House, Beaufort Court

Sir Thomas Longley Road

Medway City Estate

Rochester

Kent

ME2 4FD

REGISTERED NUMBER:

10290349 (England and Wales)

INDEPENDENT AUDITORS:

BDO Limited

Windward House

La Route de la Liberation

St Helier, Jersey

Channel Islands

JE1 1BG

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

BUSINESS REVIEW AND FUTURE DEVELOPMENTS

During the year, Harbour Rock Capital Limited ("the Company") focussed primarily on delivering services to its existing clients and maintaining its ongoing revenues whilst it designed and tested new propositions. Consequently, the Company maintained profitability throughout the year and reported a profit before tax for the year of £1 million against a prior year loss of £611k.

During this period, the Company also repaid all additional funding from its parent, Harbour Rock Group Limited, received in the prior year as set out in note 20.

The Board has established certain key performance indicators (KPIs) which are important in monitoring the performance of the Company. These include total and ongoing turnover as well as key ratios.

Key performance indicators (KPIs)

2026

2025

Turnover

£6.29m

£8.53m

Ongoing turnover

£5.77m

£6.07m

Gross profit margin

96.4%

80.5%

Operating profit/(loss)

£994k

(£622k)

Operating profit/(loss) margin

15.8%

(7.3%)

As the Company looks ahead, the Directors remain confident about its future. The Company continues to focus on delivering services to its existing clients and maintaining its ongoing revenues whilst working to launch its new proposition during 2026.

Information relating to employees is discussed in note 5 of the Notes to the Financial Statements.

PRINCIPAL RISKS AND UNCERTAINTIES

Conduct Risk

Conduct risk is the risk that the Company does not act to deliver good outcomes for retail clients, which impacts the Company's reputation and financial performance. The Company has an adverse appetite for conduct risk and management of conduct risk is a key priority for the Company. Its approach is to embed the FCA Rules and the Consumer Duty principle into its culture to act as a positive driver of good outcomes across every aspect of the client journey.

Operational Risk

Operational risk is the risk of losses arising from inadequate or failed systems, processes, people and external events. The Company's governance framework aims to ensure an effective control environment. Oversight of the management of operational risks is provided the Board.

Regulatory Risk

Regulatory risk is the risk of the Company failing to comply with the regulatory standards or requirements applying to its arrangements and activities. These could have a potential consequence of clients not achieving good outcomes or not being treated fairly, legal and regulatory sanctions, or damage to the reputation of the Company and its strategic objectives. The Company has well defined governance, risk and controls framework, including appropriate policies (e.g. Treating Customers Fairly, Anti Money Laundering, Anti-Bribery & Corruption, Health & Safety) Oversight of the management of regulatory risks is provided by the Regulatory Risk Committee, a sub-committee of the Board.

Liquidity Risk

Liquidity risk is the risk that the Company will be unable to meet financial commitments arising from the cash flows generated by its business activities. The risk can arise from mismatches in the timing of cash flows relating to assets and liabilities, or unexpected events or liabilities. The Company actively monitors its cash flow profile to mitigate its exposure to liquidity risk.

Capital Management

The Company's policy is to remain adequately capitalised to meet current regulatory capital requirements and to support its ongoing business operations. The Company manages its capital structure and makes adjustments to it, considering changes in economic conditions and needs of the business. The minimum regulatory capital that the Company is required to hold is determined by the rules and guidance established by the FCA under MiFIDPRU, which is the Fixed Overheads Requirement - an amount equal to one quarter of relevant expenditure during the preceding financial year.

Going Concern

The Directors have assessed the Company's ability to continue as a going concern having considered the principal risks and uncertainties set out in the notes, future strategic plans and anticipated economic conditions.

The principal risks faced by the business include a decline in equity or bond prices, legislative/regulatory change or intervention, competitor activity and an adverse change in demand conditions. Having assessed the impact of these principal risks and uncertainties on current financial projections, the Directors have a reasonable expectation that the Company has adequate resources and reasonable assurances of support from its parent company which has committed adequate financial resources to support the business, if required. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

SECTION 172(1) STATEMENT

The Directors are mindful of their duties under Section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole, having regard to the interests of stakeholders and the long-term consequences of decisions. The Board has had particular regard to:

- The likely consequences of decisions in the long term;

- The interests of employees and appointed representatives;

- Fostering business relationships with clients, suppliers, and regulatory bodies;

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

- Maintaining a reputation for high standards of conduct and regulatory compliance; and

- The need to act fairly between members of the Company.

In 2025-26, these considerations were evident in several material decisions:

- Client outcomes: Throughout the year, the Company continued to embed Consumer Duty principles across its operating model, aligning service and support with the goal of delivering good client outcomes.

- Support from parent company: The Board worked closely with Harbour Rock Group Limited to repay the additional capital secured in the prior year to ensure regulatory obligations and going concern status were maintained.

- Operational sustainability: Investment was directed toward enhancing internal systems and controls, and staff capability to support the long-term resilience of the business.

- New proposition development: The Company also invested in the development of its new business proposition.

- People strategy: The Company continued to support flexible working arrangements and upskilling initiatives to promote employee wellbeing and retention.

Stakeholder engagement, risk management, and governance have been central to all significant Board decisions, reflecting the Company's values and regulatory obligations. The Directors believe that these decisions position the Company for more sustainable and focused growth in the future.

ON BEHALF OF THE BOARD:

P A Dunne - Director

30 June 2026

The Directors present their report with the financial statements of the Company for the year ended 31 March 2026.

PRINCIPAL ACTIVITY

DIVIDENDS

Dividends of £300k were distributed during the year ended 31 March 2026 (2025: nil). The Directors approved an additional dividend of £100k in April in respect of the year ended 31 March 2026 which was paid during May 2026.

POST BALANCE SHEET EVENTS

Information relating to events since the end of the year is given in Note 22 to the financial statements.

DIRECTORS

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

K A Carby

P A Dunne

J R G Purle

C J Wood

Other changes in directors holding office are as follows:

K Keane - resigned 16 April 2025

A Gras-Velázquez - appointed 21 October 2025

DIRECTORS INDEMNITIES AND DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

During the year, the Company paid a premium for a contract insuring the Directors and Officers of the Company against personal liabilities which may arise in the course of the performance of their duties, as well as protecting the Company itself to the extent that it is obliged to indemnify Directors and Officers for such liability.

CORPORATE GOVERNANCE

In line with businesses of similar size and nature, the Board has established a Regulatory Risk Committee. The Regulatory Risk Committee has independent oversight of the internal systems and controls framework, and appropriateness of the Company's risk culture, to ensure it supports its stated risk appetite.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

ON BEHALF OF THE BOARD:

P A Dunne - Director

30 June 2026

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HARBOUR ROCK CAPITAL LIMITED

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, 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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Strategic Report and the Directors' Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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.

Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of the audit:

o the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

o the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

o adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

o the financial statements are not in agreement with the accounting records and returns; or

o certain disclosures of Directors' remuneration specified by law are not made; or

o 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, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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.

Extent to which the audit was capable of detecting irregularities, including fraud

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.

Non-compliance with laws and regulations

Based on:

o Our understanding of the Company and the industry in which it operates;

o Discussion with management and those charged with governance;

o Obtaining an understanding of the Company's policies and procedures in place to prevent and detect non-compliance with laws and regulations.

We considered the significant laws and regulations to be Companies Act 2006.

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the Companies Act 2006 and the Financial Services and Markets Act 2000 and regulations governing the entity prescribed by the Financial Conduct Authority.

Our procedures in respect of the above included:

o Enquiry with management and those charged with governance regarding any known or suspected instances of non-compliance with laws and regulations;

o Review of the FCA registers and news to determine the nature and extent of authorised activities of the entity as well as any news related to non-compliance;

o Review of correspondence with regulator for any instances of non-compliance with laws and regulations including reports issued during the year;

o Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

o Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

o Obtaining an understanding of the Company's policies and procedures relating to:

     o Detecting and responding to the risks of fraud; and

     o Internal controls established to mitigate risks related to fraud.

o Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

o Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

o Considering remuneration schemes and performance targets and the related financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be improper revenue recognition and management override of controls.

Our procedures in respect of the above included:

o Testing a sample of journal entries throughout the year, which met a defined risk criterion, by agreeing to supporting documentation;

o Reviewing the accounting policy for estimating claims provision and work in progress for evidence of possible bias and reasonability of recoverability;

o Recalculating the work in progress and claims provision based on the assessed policy;

o Tracing samples of accrued income to post year end receipt of payments;

o Tracing income received to remittance advices from providers and the corresponding receipt to the bank statements; and

o Agreeing disclosure information to primary financial statements.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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 by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities for the audit of the financial statements is located at the Financial Reporting Council's website at: www.frc.org.uk/auditors responsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Joshua Payne (Senior Statutory Auditor)

for and on behalf of BDO Limited

Windward House

30 June 2026

TURNOVER

4

6,288,279

8,530,191

Cost of sales

225,999

1,664,319

GROSS PROFIT

6,062,280

6,865,872

Administrative expenses

5,067,923

7,488,054

OPERATING PROFIT/(LOSS)

6

994,357

(622,182

)

Interest receivable and similar income

7

7,568

11,122

PROFIT/(LOSS) BEFORE TAXATION

1,001,925

(611,060

)

Tax on profit/(loss)

8

200,919

(118,356

)

PROFIT/(LOSS) FOR THE

FINANCIAL YEAR

801,006

(492,704

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE

INCOME/(LOSS) FOR THE YEAR

801,006

(492,704

)

FIXED ASSETS

Intangible assets

12

17,250

-

Tangible assets

13

39,554

51,342

56,804

51,342

CURRENT ASSETS

Debtors

14

1,844,348

2,685,547

Cash at bank and in hand

2,350,983

1,181,113

4,195,331

3,866,660

CREDITORS

Amounts falling due within one year

15

279,107

292,253

NET CURRENT ASSETS

3,916,224

3,574,407

TOTAL ASSETS LESS CURRENT

LIABILITIES

3,973,028

3,625,749

DEFERRED TAX LIABILITY

17

(9,889

)

(9,755

)

PROVISIONS FOR LIABILITIES

18

(145,332

)

(299,649

)

NET ASSETS

3,817,807

3,316,345

CAPITAL AND RESERVES

Called up share capital

19

572,204

572,204

Retained earnings

3,245,603

2,744,141

SHAREHOLDERS' FUNDS

3,817,807

3,316,345

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

P A Dunne - Director

Called up

share

Retained

Total

capital

earnings

equity

£   

£   

£   

Balance at 1 April 2024

322,204

3,236,845

3,559,049

Changes in equity

Issue of share capital

250,000

-

250,000

Total comprehensive loss

-

(492,704

)

(492,704

)

Balance at 31 March 2025

572,204

2,744,141

3,316,345

Changes in equity

Dividends

-

(299,544

)

(299,544

)

Total comprehensive income

-

801,006

801,006

Balance at 31 March 2026

572,204

3,245,603

3,817,807

Cash flows from operating activities

Cash generated from operations

24

1,441,862

(351,140

)

Tax received from related party

2,710

30,859

Net cash from operating activities

1,444,572

(320,281

)

Cash flows from investing activities

Purchase of intangible fixed assets

(18,000

)

-

Purchase of tangible fixed assets

(33,905

)

(7,566

)

Sale of tangible fixed assets

1,980

-

Interest received

7,568

11,122

Net cash from investing activities

(42,357

)

3,556

Cash flows from financing activities

Loans repaid by debtors

67,199

69,585

Share issue

-

250,000

Equity dividends paid

(299,544

)

-

Net cash from financing activities

(232,345

)

319,585

Increase in cash and cash equivalents

1,169,870

2,860

Cash and cash equivalents at

beginning of year

25

1,181,113

1,178,253

Cash and cash equivalents at end

of year

25

2,350,983

1,181,113

1.

STATUTORY INFORMATION

Harbour Rock Capital Limited is a private company, limited by shares, incorporated in England and Wales. The Company's registered number and registered office address can be found on page 1.

2.

ACCOUNTING POLICIES

Basis of preparing the financial statements

The accounts are prepared under United Kingdom Generally Accepted Accounting principles including FRS 102.

The preparation of financial statements in accordance with FRS 102 require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances and are reflected in the judgements made about the carrying amounts of assets and liabilities. Actual results may differ from the estimates made. The estimates and assumptions are reviewed on an ongoing basis and where necessary are revised to reflect current conditions. The principal estimates and assumptions made by management relate to the calculation of accrued income and the calculation of the client redress provisions. Judgements made by management that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the year are discussed in note 3.

Going Concern

The Directors have assessed the Company's ability to continue as a going concern having considered the principal risks and uncertainties set out in the notes, the future strategic plans and the anticipated economic conditions including the cost of living crisis.

The principal risks facing the business include a decline in equity or bond prices, legislative/regulatory change or intervention, competitor activity and an adverse change in demand conditions. Having assessed the impact of these principal risks and uncertainties on current financial projections, the Directors have a reasonable expectation that the Company has adequate resources and reasonable assurances of support from its parent company which has committed adequate financial resources to support the business, if required. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Turnover

Intangible assets

Tangible fixed assets

Financial instruments