Company registration number 07244251 (England and Wales)
METROPOLIS CAPITAL LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
METROPOLIS CAPITAL LTD
COMPANY INFORMATION
Directors
Mr J Mills
Mr S Denison-Smith
Mr J Sharkey
Mrs P Haddon
Secretary
Mr J Sharkey
Company number
07244251
Registered office
First Floor
Amersham Court
154 Station Road
Amersham
Buckinghamshire
England
HP6 5DW
Auditor
Holeys Limited
Stuart House
15/17 North Park Road
Harrogate
North Yorkshire
HG1 5PD
METROPOLIS CAPITAL LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 24
METROPOLIS CAPITAL LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 1 -
Business Performance
The Directors are pleased to report that fees from investment management activities were £15,869,841 (2024: £16,514,229).
Balance Sheet
Net assets in the business on 30 November 2025 were £7,460,829 (2024: £6,493,968). Cash at bank was £6,675,105.
Investment and business development
Assets under management have increased from US$5.0bn at 30 November 2024 to USD$5.1bn at 30 November 2025.
The Firm’s investment proposition is to seek to protect and grow the value of its clients’ investments. The firm focuses 100% of its efforts on a single, high conviction investment strategy. This consists of the management of a portfolio of up to 25 publicly listed equities which the Portfolio Managers know and understand well. Supported by analysts, the Portfolio Managers undertake deep fundamental research to build a picture of the quality characteristics of each business and its management. Historically, the average hold period for each investee company has been over 5 years.
During the year, the investment team added two new holdings to the portfolios and sold out of two holdings.
Investment Performance
Metropolis’s single strategy is managed through various funds, accounts and mandates, some of which have different base currencies and investment guidelines. These differences can affect the investment performance of each.
The MI Metropolis Valuefund was the original product launched for investors in 2011. The MI Metropolis Valuefund A Class Accumulation share price increased by 8.1% over the period. This performance is net of fees and expenses, with dividends re-invested. The performance was behind the average annual performance of this share class over the last 5 years of +10.7% per annum. The Fund’s performance targets a five-year time frame.
Asset growth
At the end of the year, Metropolis managed 18 pooled funds and separately managed accounts. We saw asset growth in the MI Metropolis Valuefund and other pooled vehicles and some asset reduction across some managed accounts. The strategy’s 10+ year track record has continued to attract new institutional partners and clients.
The Client Service and Distribution team continues to respond to multiple RFIs and to arrange meetings with prospective clients. There is a healthy pipeline of opportunities for new business.
Key Performance Indicators (KPIs)
The Directors are focused on delivering the following KPIs:
| | |
| Steady revenue year on year | |
| Consistent $ AUM year on year | |
| | |
METROPOLIS CAPITAL LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 2 -
Disclosure Policy
The Investment Firm Prudential Regime (“IFPR”) is the regime introduced on 1st January 2022 by the firm’s regulator the Financial Conduct Authority (“FCA) for MiFID investment firms to streamline and simplify the prudential requirements of each firm.
Metropolis Capital Ltd is incorporated in the UK and is authorised and regulated by the FCA. The Firm is classified by the FCA as a MIFIDPRU investment firm and is subject to the requirements of FCA’s Prudential Sourcebook for MiFID Investment Firms (“MIFIDPRU”)
Under MIFIDPRU, Metropolis is classified as a non-SNI MIFIDPRU investment firm with a permanent minimum requirement of £75k in which it can control, but not hold, client money. Metropolis is not part of a group and reports to the FCA on a solo basis.
Under the IFPR a MIFIDPRU investment firm is required to publish disclosures in accordance with the rules set out in MIFIDPRU Chapter 8.
Metropolis’ disclosures which include details of risk management objectives and policy, governance, own funds and own funds requirements and remuneration (as relevant) are published on the Firms’ website www.metropoliscapital.co.uk
The Firm may omit information it deems as immaterial, in accordance with the rules. Materiality is based on the criterion that the omission or misstatement of any information would be unlikely to change or influence the decision of a reader relying on that information. Accordingly, where the Firm has considered an item to be immaterial it has not been disclosed.
In addition, if the required information is deemed to be proprietary or confidential then the Firm may take the decision to exclude it from the disclosure. In the Firm's view, proprietary information is that which, if it were shared, would undermine its competitive position. Information is considered to be confidential where there are obligations binding the Firm to confidentiality with its customers, suppliers or counterparties. Where information is omitted for either of these reasons this is stated in the relevant section of the disclosure, along with the jurisdiction.
ICARA
The Internal Capital Adequacy and Risk Assessment (“ICARA”) was introduced as a replacement for the Internal Capital Adequacy Assessment Process (“ICAAP”). The ICARA assesses the adequacy of the Firm’s internal capital to support current and future activities by employing a more risk-focused review. This process includes an assessment of the specific risks to the Firm, the internal controls in place to mitigate those risks and an assessment of whether additional capital mitigates those risks. The ICARA also considers a scenario to assess the capital required to cease regulated activities and, if necessary, an orderly wind down of its business.
As at 30 November 2025, the Firm had £7,460,829 of Tier 1 equity capital, a surplus of regulatory capital over its Own Funds Threshold Requirement of £6,436,000.
The ICARA process, also incorporates the procedure for testing the internal systems and controls that a firm operates to identify and manage potential material harms that may arise from the operation of its business, and to ensure that its operations can be wound down in an orderly manner. The results of this process will be disclosed according to the MIFIDPRU requirements on the Firm’s website.
The Firm is a Limited Company and its capital is summarised in these financial statements.
METROPOLIS CAPITAL LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 3 -
Non-Financial Matters
The Directors have considered the following:
The Environment, Social and Governance (ESG)
Metropolis Capital only invests in companies with strong corporate governance, run by management teams who understand their business and the threats they face, which may include social and environmental risks.
The Portfolio Managers look to identify factors that may have a material impact on the risk-reward trade-off of each investment made. They continuously monitor the companies they invest in to identify changes to the investment rationale. The firm engages with the companies and actively exercises its ability to vote on issues which could affect the long-term returns from these investments.
Anti Corruption and Bribery
The Board has put in place clear policies and procedures to ensure that there is a very low risk of any of its activities breaching any laws or regulations. This is supported by regular training of all employees and quarterly employee attestations to both internal policies and our Code of Ethics.
Mr J Sharkey
Director
27 February 2026
METROPOLIS CAPITAL LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 4 -
The directors present their annual report and financial statements for the year ended 30 November 2025.
Principal activities
The principal activity of the company was that of Investment Management.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £7,000,000. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr J Mills
Mr S Denison-Smith
Mr J Sharkey
Mrs P Haddon
Auditor
Holeys Limited were appointed auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr J Sharkey
Director
27 February 2026
METROPOLIS CAPITAL LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 5 -
The directors are responsible for preparing the annual 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 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 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
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 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.
METROPOLIS CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF METROPOLIS CAPITAL LTD
- 6 -
Opinion
We have audited the financial statements of Metropolis Capital Ltd (the 'company') for the year ended 30 November 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 30 November 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.
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 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 auditor's 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
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
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
METROPOLIS CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF METROPOLIS CAPITAL LTD (CONTINUED)
- 7 -
Matters on which we are required to report by exception
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:
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 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 directors' responsibilities statement, 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
We identified the laws and regulations applicable to the company through discussions with members and other management, and from our commercial knowledge and experience of the investment management and related financial services sector;
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, FRS 102, taxation legislation and data protection, anti-bribery, employment, environmental ,Financial Services Act 2021 and the regulations and standards as set out in the FCA Handbook as applicable to designated investment firms (www.handbook.fca.org.uk/handbook);
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and these were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
METROPOLIS CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF METROPOLIS CAPITAL LTD (CONTINUED)
- 8 -
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
We assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias and investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
Agreeing financial statement disclosures to underlying supporting documentation;
Reading the minutes of meetings of those charged with governance;
Enquiring of management and those charged with governance as to actual and potential litigation and claims
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 involves intentional concealment, forgery, collusion, omission or misrepresentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Paul Stephenson (Senior Statutory Auditor)
For and on behalf of Holeys Limited, Statutory Auditor
Chartered Accountants
Stuart House
15/17 North Park Road
Harrogate
North Yorkshire
HG1 5PD
27 February 2026
METROPOLIS CAPITAL LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
15,869,841
16,514,229
Administrative expenses
(3,704,072)
(3,782,575)
Other operating income
59,036
Operating profit
4
12,165,769
12,790,690
Interest receivable and similar income
7
193,491
64,156
Interest payable and similar expenses
8
(5,744)
Profit before taxation
12,353,516
12,854,846
Tax on profit
10
(2,648,744)
(2,920,088)
Profit for the financial year
9,704,772
9,934,758
The profit and loss account has been prepared on the basis that all operations are continuing operations.
METROPOLIS CAPITAL LTD
BALANCE SHEET
AS AT
30 NOVEMBER 2025
30 November 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
10,117
5,182
Current assets
Debtors
14
2,311,164
2,256,796
Cash at bank and in hand
6,675,105
5,874,127
8,986,269
8,130,923
Creditors: amounts falling due within one year
15
(1,533,028)
(1,641,485)
Net current assets
7,453,241
6,489,438
Total assets less current liabilities
7,463,358
6,494,620
Provisions for liabilities
Deferred tax liability
17
2,529
652
(2,529)
(652)
Net assets
7,460,829
6,493,968
Capital and reserves
Called up share capital
18
50,001
50,001
Own shares
19
(1,850,804)
(1,236,554)
Profit and loss reserves
19
9,261,632
7,680,521
Total equity
7,460,829
6,493,968
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 27 February 2026 and are signed on its behalf by:
Mr J Sharkey
Director
Company registration number 07244251 (England and Wales)
METROPOLIS CAPITAL LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 11 -
Share capital
Own shares
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2023
50,001
(946,720)
5,688,357
4,791,638
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
9,934,758
9,934,758
Dividends on equity shares
11
-
-
(7,000,000)
(7,000,000)
Own shares acquired
-
(1,232,428)
-
(1,232,428)
Disposals of own shares
-
942,594
(942,594)
-
Balance at 30 November 2024
50,001
(1,236,554)
7,680,521
6,493,968
Year ended 30 November 2025:
Profit and total comprehensive income
-
-
9,704,772
9,704,772
Dividends on equity shares
11
-
-
(7,000,000)
(7,000,000)
Own shares acquired
-
(1,737,911)
-
(1,737,911)
Disposals of own shares
-
1,123,661
(1,123,661)
-
Balance at 30 November 2025
50,001
(1,850,804)
9,261,632
7,460,829
METROPOLIS CAPITAL LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
12,170,516
12,308,597
Interest paid
(5,744)
Income taxes paid
(2,808,991)
(2,426,437)
Net cash inflow from operating activities
9,355,781
9,882,160
Investing activities
Purchase of tangible fixed assets
(10,384)
(4,360)
Loans made to other parties
(400,000)
Repayment of loans
400,000
Interest received
193,491
64,156
Net cash generated from investing activities
183,107
59,796
Financing activities
Proceeds from sale of shares
1
Own shares acquired
(1,737,911)
(1,232,428)
Dividends paid
(7,000,000)
(7,000,000)
Net cash used in financing activities
(8,737,910)
(8,232,428)
Net increase in cash and cash equivalents
800,978
1,709,528
Cash and cash equivalents at beginning of year
5,874,127
4,164,599
Cash and cash equivalents at end of year
6,675,105
5,874,127
METROPOLIS CAPITAL LTD
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 13 -
1
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
2
Accounting policies
Company information
Metropolis Capital Ltd is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, Amersham Court, 154 Station Road, Amersham, Buckinghamshire, England, HP6 5DW.
2.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
2.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
2.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business. It is recognised in the month in which the investment management services have been provided and is based on a contracted percentage received in their role as fund managers.
Interest income is recognised using the effective interest method.
2.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
25% Reducing balance
Computer equipment
33% Straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
2
Accounting policies
(Continued)
- 14 -
2.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
2.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
2.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
2
Accounting policies
(Continued)
- 15 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
2.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
2.9
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
2
Accounting policies
(Continued)
- 16 -
2.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
2.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2.13
Share-based payments
Equity-settled share-based payments are recognised in the accounts as they vest.
2.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
2.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 17 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
4,790,120
4,071,632
North America
3,019,014
4,720,977
Europe
6,420,388
6,295,613
Australia
1,640,319
1,426,007
15,869,841
16,514,229
2025
2024
£
£
Other revenue
Interest income
193,491
64,156
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
30,495
23,620
Fees payable to the company's auditor for the audit of the company's financial statements
9,750
18,770
Depreciation of tangible fixed assets
5,449
3,734
Operating lease charges
45,000
45,000
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Operations and Administration
14
14
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
2,363,465
2,543,381
Social security costs
336,668
330,559
Pension costs
14,530
14,529
2,714,663
2,888,469
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 18 -
6
Key management personnel
Compensation attributable to key management personnel is £609,682 (2024 - £597,735).
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
193,261
64,156
Other interest income
230
Total income
193,491
64,156
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
193,491
64,156
8
Interest payable and similar expenses
2025
2024
£
£
Other finance costs
Other interest
5,744
9
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
607,040
595,093
Company pension contributions to defined contribution schemes
2,642
2,642
609,682
597,735
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).
The number of directors who exercised share options during the year was 2 (2024 - 2).
The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2024 - 2).
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
9
Directors' remuneration
(Continued)
- 19 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
193,942
185,799
Company pension contributions to defined contribution schemes
1,321
1,321
The highest paid director has exercised share options during the year.
The highest paid director has been entitled to receive shares under a long term incentive scheme during the year.
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
2,653,901
2,920,575
Adjustments in respect of prior periods
(7,034)
Total current tax
2,646,867
2,920,575
Deferred tax
Origination and reversal of timing differences
1,877
(487)
Total tax charge
2,648,744
2,920,088
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Profit before taxation
12,353,516
12,854,846
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
3,088,379
3,213,712
Tax effect of expenses that are not deductible in determining taxable profit
1,101
1,544
Under/(over) provided in prior years
(7,034)
3,955
Deferred tax adjustments in respect of prior years
644
Deferred taxation not provided
(644)
Employee share scheme deduction
(434,478)
(308,107)
Other differences
132
9,628
Taxation charge for the year
2,648,744
2,920,088
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 20 -
11
Dividends
2025
2024
£
£
Interim paid
7,000,000
7,000,000
12
Tangible fixed assets
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 December 2024
9,579
24,904
34,483
Additions
10,384
10,384
At 30 November 2025
9,579
35,288
44,867
Depreciation and impairment
At 1 December 2024
5,732
23,569
29,301
Depreciation charged in the year
962
4,487
5,449
At 30 November 2025
6,694
28,056
34,750
Carrying amount
At 30 November 2025
2,885
7,232
10,117
At 30 November 2024
3,847
1,335
5,182
13
Financial instruments
2025
2024
£
£
Carrying amount of financial assets
Measured at cost
2,196,456
2,136,754
Carrying amount of financial liabilities
Measured at cost
96,914
85,306
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
198,109
161,864
Prepayments and accrued income
2,113,055
2,094,932
2,311,164
2,256,796
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 21 -
15
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
26,571
37,437
Corporation tax
1,332,106
1,494,229
Other taxation and social security
104,008
61,950
Other creditors
3,559
3,539
Accruals and deferred income
66,784
44,330
1,533,028
1,641,485
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
14,530
14,529
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
17
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
2,529
652
2025
Movements in the year:
£
Liability at 1 December 2024
652
Charge to profit or loss
1,877
Liability at 30 November 2025
2,529
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 22 -
18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary Shares of £1 each
50,000
50,000
50,000
50,000
B Ordinary Shares of 0.01p each
6,195
6,195
1
1
C Ordinary Shares of 0.01p each
796
0
56,991
56,195
50,001
50,001
The A Ordinary Shares have voting rights, dividend rights and the right to participate in the assets of the company on a return of capital, a winding up or otherwise.
The 6,195 B Ordinary Shares are non-dividend bearing, non-voting shares. The 6,195 B Ordinary shares are reserved for issue under the EMI share option scheme, options are expected to vest at their nominal value of £0.0001 per share in 2026, once the financial statements are approved.
The 796 C Ordinary Shares are non-dividend bearing, non-voting shares. The 796 C Ordinary shares are reserved for issue under the EMI share option scheme, options are expected to vest at their nominal value of £0.0001 per share in 2026, once the financial statements are approved.
During the year the company made a voluntary contribution to the Employee Benefit Trust to provide assistance for the purchase of 5,630 B Ordinary shares and 796 C Ordinary shares each with a nominal value of £0.0001 per share as part of company’s employee incentive scheme. The maximum number held during the year was 6,195 B Ordinary Shares and 796 C Ordinary Shares and represents 12.3% of the called up share capital. The consideration paid is disclosed in the Statement of Changes in Equity on page 11.
19
Reserves
Own shares
The own shares reserve relates to the cost of shares repurchased from employees by the employee benefit trust under the share option scheme.
Profit and loss reserves
The profit and loss reserve represents cumulative profits and losses net of dividends and other adjustments.
20
Operating lease commitments
As lessee
The company has operating leases in respect of property.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£
£
Within 1 year
25,792
41,472
Years 2-5
25,792
25,792
67,264
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 23 -
21
Directors' transactions
Dividends totalling £7,000,000 (2024 - £7,000,000) were paid in the year in respect of shares held by the company's directors.
The company granted an unsecured short term loan to a director, which was repaid by its due date.
Loans
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Directors loan -
4.20
-
400,000
230
(400,230)
-
-
400,000
230
(400,230)
-
22
Employee Benefit Trust
The Metropolis Capital Employee Benefit Trust has been designed so as to serve the purposes of the company and to ensure that there will be minimal risk of a conflict arising between the duties of the trustees of the EBT and the interests of the company. As such, the company is regarded as having de facto control over the EBT. Accordingly, in accordance with the requirements of FRS102 paras 9.34 to 9.38 the assets and liabilities of the EBT are included within these financial statements.
During the year share options for 5,630 B Ordinary Shares and 796 C Ordinary Shares were granted and exercised at their nominal value of £0.0001 per share.
23
Cash generated from operations
2025
2024
£
£
Profit after taxation
9,704,772
9,934,758
Adjustments for:
Taxation charged
2,648,744
2,920,088
Finance costs
5,744
Investment income
(193,491)
(64,156)
Depreciation and impairment of tangible fixed assets
5,449
3,734
Movements in working capital:
Increase in debtors
(54,368)
(503,173)
Increase in creditors
53,666
17,346
Cash generated from operations
12,170,516
12,308,597
METROPOLIS CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 24 -
24
Analysis of changes in net funds
1 December 2024
Cash flows
30 November 2025
£
£
£
Cash at bank and in hand
5,874,127
800,978
6,675,105
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