Company Registration Number: 15473567
FOR THE PERIOD ENDED 30 JUNE 2025
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2025
The directors present the Strategic Report of Volume Five Limited for the 17-month period ended 30 June 2025.
Volume Five Limited was incorporated on 7 February 2024 and operates as a private investment company focused on acquiring, managing and realising investments across a diversified portfolio of private companies, public market securities, property interests, private equity and lending arrangements. The Company seeks to generate long-term capital growth and income from its investment portfolio and the disciplined allocation of capital.
Volume Five Limited was incorporated on 7 February 2024 and operates as a private investment company focused on acquiring, managing and realising investments across a diversified portfolio of private companies, public market securities, property interests, private equity and lending arrangements. The Company seeks to generate long-term capital growth and income from its investment portfolio and the disciplined allocation of capital.
The period represented the Company’s first full period of operations.
During the 17-month period ended 30 June 2025, the Company generated operating income of £26,405,784. After accounting for administration and management fees, together with interest income and interest expenses, the Company reported a net profit of £20,403,569.
The Company’s net asset value as at 30 June 2025 was £61,892,545, comprising:
During the 17-month period ended 30 June 2025, the Company generated operating income of £26,405,784. After accounting for administration and management fees, together with interest income and interest expenses, the Company reported a net profit of £20,403,569.
The Company’s net asset value as at 30 June 2025 was £61,892,545, comprising:
∙Total assets of £204,486,025, including a diversified investment portfolio measured at fair value of £173,203,420 and other assets of £31,282,605, principally comprising loans advanced to portfolio companies of £24,858,287; and
∙Total liabilities of £142,593,480 including a shareholder loan of £102,141,398. The remaining liabilities of £40,452,082 principally related to an HSBC Lombard facility of £34,407,443.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
The Board has identified the following principal risks and uncertainties arising from the Company's investment, lending and financing activities.
Investment performance and valuation risk: The Company's results and net assets are exposed to changes in the value of its £173.2 million investment portfolio, including illiquid assets requiring judgement in determining fair value. The Board regularly reviews portfolio performance, valuation assumptions and concentration across asset classes.
Liquidity and cash management risk: A significant proportion of the Company's assets is held in investments and longer-term receivables rather than cash, creating potential timing mismatches between receipts and obligations. The Board monitors cash forecasts, commitments and realisation opportunities and considers new investments against forecast liquidity requirements.
Investment performance and valuation risk: The Company's results and net assets are exposed to changes in the value of its £173.2 million investment portfolio, including illiquid assets requiring judgement in determining fair value. The Board regularly reviews portfolio performance, valuation assumptions and concentration across asset classes.
Liquidity and cash management risk: A significant proportion of the Company's assets is held in investments and longer-term receivables rather than cash, creating potential timing mismatches between receipts and obligations. The Board monitors cash forecasts, commitments and realisation opportunities and considers new investments against forecast liquidity requirements.
Financing and covenant risk: The Company's secured borrowing facilities are sensitive to portfolio values, asset eligibility, foreign exchange movements and facility utilisation. The Board monitors facility headroom and pledged assets, maintains dialogue with lenders and considers leverage when making investment and disposal decisions.
Credit and counterparty risk: The Company may suffer loss or delayed cash receipts if borrowers, investee companies, fund vehicles, banks or other counterparties fail to meet their obligations. Material exposures are reviewed regularly, including their maturity, recoverability and financial position.
Foreign exchange and interest rate risk: Sterling-reported results and net assets may be affected by movements in foreign exchange rates and interest rates on assets and liabilities. The Board monitors material exposures and, where appropriate, seeks to match currencies or otherwise limit unnecessary exposure.
Tax and regulatory compliance risk: Changes in law, complex tax treatment or inaccurate reporting could result in additional liabilities, penalties or reputational damage. The Company maintains appropriate records and uses external tax, accounting, audit and legal advisers for material matters and transactions.
Operational, governance and key person risk: The Company relies on a small team, external advisers and effective processes to execute, record and monitor transactions accurately. The Board mitigates this through oversight of material decisions, payment and investment approval controls, reconciliations, segregation of duties where practical and periodic reporting reviews.
The directors remain positive regarding the Company's prospects. The Company enters the next financial period with a substantial investment portfolio, strong shareholder support and access to funding facilities. The Board will continue to focus on capital preservation, portfolio optimisation and the identification of high-quality investment opportunities capable of delivering long-term value creation.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2025
The directors present their report and the financial statements for the period ended 30 June 2025.
The profit for the period, after taxation, amounted to £20,403,569.
The directors do not recommend the payment of a final dividend.
The directors who served during the period were:
Certain information is not shown in the Directors' Report because it is shown in the Strategic Report under s414C(11). The Strategic Report includes a business review, areas of principal risk and uncertainties, information on the Company's key performance indicators and future developments.
The auditors, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2025
The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOLUME FIVE LIMITED
We have audited the financial statements of Volume Five Limited (the 'Company') for the period ended 30 June 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, 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).
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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual 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. 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 course of 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOLUME FIVE LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOLUME FIVE LIMITED (CONTINUED)
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 Auditors' 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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation and occupational health and employment legislation.
∙We enquired of the directors, reviewed correspondence with HMRC for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance.
∙We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.
∙The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: investment income, investment valuation, realised gains on disposal and management override of controls.
∙We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
∙We enquired of the directors and third-party advisors about actual and potential litigation and claims.
∙We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
∙In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involved intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VOLUME FIVE LIMITED (CONTINUED)
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 Auditors' 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.
for and on behalf of
Statutory Auditors & Chartered Accountants
Carlisle
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 28 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2025
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STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2025
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STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
Volume Five Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is Ground Floor Marlborough House, 298 Regents Park Road, London, N3 2SZ.
The Company's principal activity is that of an investment company.
The Company's principal activity is that of an investment company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The directors have adapted the format of the Statement of Comprehensive Income from that set out in Schedule 1 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The adapted presentation is considered to provide more relevant and reliable information regarding the Company's investment activities by separately presenting investment gains, investment income and financing returns. The directors consider that this presentation gives a true and fair view of the Company's results for the period.
The directors have adapted the format of the Statement of Comprehensive Income from that set out in Schedule 1 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The adapted presentation is considered to provide more relevant and reliable information regarding the Company's investment activities by separately presenting investment gains, investment income and financing returns. The directors consider that this presentation gives a true and fair view of the Company's results for the period.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company heads a group that qualifies as a medium; however, it has applied the exemption from consolidation, set out in paragraph 9.9C of FRS 102. This exemption is available where all subsidiary undertakings are held as part of an investment portfolio and are measured at fair value through profit or loss. Accordingly, the Company has not prepared consolidated financial statements.
At the year end the Company had net current liabilities of £111,657k, following a profit of £20,404k in the period. The Company meets its day to day working capital requirements through investment activities which includes close monitoring of cash reserves and through funding in the form of loans supplied by institutions and a shareholder. Ultimately, the Company relies upon the support of its shareholder, and this support remains in place for a period of at least 12 months from the date of signing of these accounts.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Dividend income is recognised when it is probable that the economic benefits associated with the dividend flow to the Company, and the amount of dividend can be measured reliably. Dividend income is measured at the gross amount receivable, excluding any attributable withholding taxes. Where withholding tax is deducted at source, the dividend income is recorded at the gross amount, with the withholding tax recognised as a tax expense.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiary undertakings are measured at fair value through profit or loss in accordance with FRS 102 Sections 9 and 11.
The directors have determined that the Company's investments in subsidiary undertakings form part of an investment portfolio and are therefore measured at fair value at each reporting date, with changes in fair value recognised in profit or loss.
Fair value represents the amount for which the investment could be exchanged between knowledgeable, willing parties in an arm's length transaction at the reporting date.
Where quoted market prices are not available, fair value is determined using valuation techniques considered appropriate in the circumstances and for which sufficient data are available. The valuation methodologies applied by the directors may include:
Fair value gains and losses arising from the remeasurement of investments are recognised within profit or loss in the period in which they arise.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
2.Accounting policies (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
In preparing these financial statements, the Directors have made the following judgements:
Valuation of investments in subsidiary undertakings
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
Page 20
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
10.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
13.Debtors (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
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On incorporation, 7 February 2024, the Company issued 1 ordinary share at nominal value of £1.
On 8 March 2024 a further allotment of 100 ordinary shares were issued at nominal value of £1. Consideration amounted to £16,873,287, resulting in share premium of £16,873,187.
On 13 January 2025 a further allotment of 99 ordinary shares were issued, at a nominal value of £1. Consideration amounted to £16,099,471, resulting in share premium of £16,099,372.
On 28 January 2025 a further allotment of 100 ordinary shares were issued, at a nominal value of £1. Consideration amounted to £516,217, resulting in share premium of £516,117.
On 12 May 2025 a further allotment of 8,000,000 ordinary shares were issued, at a nominal value of £1. Consideration amounted to £8,000,000.
On 8 March 2024 a further allotment of 100 ordinary shares were issued at nominal value of £1. Consideration amounted to £16,873,287, resulting in share premium of £16,873,187.
On 13 January 2025 a further allotment of 99 ordinary shares were issued, at a nominal value of £1. Consideration amounted to £16,099,471, resulting in share premium of £16,099,372.
On 28 January 2025 a further allotment of 100 ordinary shares were issued, at a nominal value of £1. Consideration amounted to £516,217, resulting in share premium of £516,117.
On 12 May 2025 a further allotment of 8,000,000 ordinary shares were issued, at a nominal value of £1. Consideration amounted to £8,000,000.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
Share premium account
Non-distributable reserve
Profit and loss account
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £5,026. Contributions totalling £1,027 were payable to the fund at the reporting date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2025
The Company's controlling party is D Silvester .
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