Sandglass Capital Advisors (UK) Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company Registration No. 09284654 (England and Wales)
Sandglass Capital Advisors (UK) Limited
Company Information
Directors
G Lozovsky
M Kelner
Company number
09284654
Registered office
Suite 1, 7th Floor
50 Broadway
London
SW1H OBL
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Business address
45 Pont Street
London
United Kingdom
SW1X 0BD
Bankers
Lloyds Bank
25 Gresham Street
London
EC2V 7HN
JPMorgan Chase Bank, N.A.
PO Box 6076
Newark
DE 19714-6076
Sandglass Capital Advisors (UK) Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 21
Sandglass Capital Advisors (UK) Limited
Strategic Report
For the year ended 31 December 2025
Page 1

The directors present the strategic report for the year ended 31 December 2025.

The principal activity of the C ompany during the year under review continues to be the provision of investment advisory services to Sandglass Capital Advisors LLC (the "A dvisor"), a company incorporated in the United States registered with the U,S. Securities and Exchange Commission.

The directors do not foresee any change in the nature of this activity in the near future.

Section 172 Statement

Sandglass Capital Advisors (UK) Limited (the "Company" or "Firm") and its directors consider several factors when considering the long-term success of the Firm. Factors that affect the Firm include continued health, success and growth of current and any new employees for the Company and its affiliates. The Firm continues to hire in London. The Firm made one new hire in 2025 and expects to make an additional hire in 2026. The Firm is moving from serviced offices to a dedicated space in May 2026 to expand its office footprint. The new office will be in centrally located in Mayfair at 30 Saint James' Square. This will allow for ease of access for employees, clients, and providers alike.

The Advisor completed fund raising for its 2nd private vehicle, and has since launched a third private vehicle in April 2026. The Advisor raised around $400m in commitments and capital across its clients in 2025, and expects to raise at least as much in 2026 for the new private fund and existing funds. Importantly, as of April 20th, the firm onboarded its first UK public pension client.

The directors provide performance reviews to all employees on at least an annual basis. Compensation to all employees is at market levels with an additional discretionary bonus. Training and development are part of every role in the Firm and addressed at each review. Business continuity and disaster recovery are reviewed and tested annually for the safety and protection of the Firm and all employees.

Regarding the Advisor’s relationships with its clients, great attention is made to provide them with updates to performance with weekly and monthly estimates. Resources are spent on due diligence presentations for existing and potential investors with full transparency on operations. The investment team produces performance fact sheets and newsletters for investors monthly.

Regarding the Firm's relationship with providers, these are reviewed annually for performance and meeting engagement expectations as well as current market costs.

The Firm and the Advisor more broadly aim to be best in class within the asset management industry. Top level service providers are utilised and the service levels at the Firm match what is deemed as best in class. That means best in class policies and procedures as well. Fair and equitable treatment of employees and those of our clients and providers are a key focus at the Firm.

Review of the business

The C ompany made a loss for the year of £23,598 (20 24: profit of £50,570).

The C ompany balance sheet as detailed on page 1 1 shows a satisfactory position with net assets amounting to £786,204 (20 24: £809,802).

Sandglass Capital Advisors (UK) Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 2
Principal risks and uncertainties

The d irectors have identified several risks inherent to operating in the financial sector. The risks listed below have been assessed and the d irectors are confident that none present a material risk to the C ompany.

Market risk is the risk involved in operating in the financial sector. Poor fund performance could result in a decreased C ompany turnover. The d irectors are confident that its provision of investment advisory services would not be materially affected by a major downturn in the market.

Concentration risk is the risk that the Firm derives its revenue from a small number of clients. The directors continue to seek opportunities to enable the client base of the Advisor to grow and do not consider this to be a material risk to the Company.

Development and performance

The directors intend to seek opportunities to enable the client base of the Advisor and assets under management to increase, whilst controlling cost base.

Key performance indicators

The Company's KPIs relate to the alignment of expenses incurred to budget and the level, growth and performance of funds under management and the number of clients for which the Advisor performs investment advisory services.

On behalf of the board

M Kelner
Director
24 April 2026
Sandglass Capital Advisors (UK) Limited
Directors' Report
For the year ended 31 December 2025
Page 3

The directors present their annual report and financial statements for the year ended 31 December 2025.

See the strategic report for details of future developments and risk management.

Principal activities
Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Going Concern

The directors believe the Company has sufficient liquid resources and an ongoing contract for the provision of investment advisory services, which are expected to continue for the foreseeable future. It is envisaged that assets under management will be maintained at such a level that the related management fee income will exceed costs during the next twelve months, and therefore the Company will be able to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements.

The directors have assessed the going concern status of the Company and concluded that there are no material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. Accordingly, the financial statements are prepared on the going concern basis.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

G Lozovsky
M Kelner
N Hofgren
(Resigned 4 March 2025)
Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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 C ompany and of the profit or loss of the C ompany 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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

Sandglass Capital Advisors (UK) Limited
Directors' Report (Continued)
For the year ended 31 December 2025
Page 4

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.

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 C ompany’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 C ompany’s auditor is aware of that information.

On behalf of the board
M Kelner
Director
24 April 2026
Sandglass Capital Advisors (UK) Limited
Independent Auditor's Report
To the Members of Sandglass Capital Advisors (UK) Limited
Page 5
Opinion

We have audited the financial statements of Sandglass Capital Advisors (UK) Limited (the 'C ompany') for the year ended 31 December 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 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 C ompany'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 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.

Sandglass Capital Advisors (UK) Limited
Independent Auditor's Report (Continued)
To the Members of Sandglass Capital Advisors (UK) Limited
Page 6

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' R eport 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the C ompany and its environment obtained in the course of the audit, we have not identifie d material misstatements in the Strategic Report or the Directors' R eport.

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' R esponsibilities S tatement, 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 C ompany'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.

Sandglass Capital Advisors (UK) Limited
Independent Auditor's Report (Continued)
To the Members of Sandglass Capital Advisors (UK) Limited
Page 7
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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

Sandglass Capital Advisors (UK) Limited
Independent Auditor's Report (Continued)
To the Members of Sandglass Capital Advisors (UK) Limited
Page 8

Explanation as to what extent the audit was considered 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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the Company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the Company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, UK taxation legislation, and regulations applicable to companies regulated by Financial Conduct Authority.

- We obtained an understanding of how the Company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

Sandglass Capital Advisors (UK) Limited
Independent Auditor's Report (Continued)
To the Members of Sandglass Capital Advisors (UK) Limited
Page 9

Use of our report

This report is made solely to the C ompany'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 C ompany'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 C ompany and the C ompany's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Grieve
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
24 April 2026
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Sandglass Capital Advisors (UK) Limited
Statement of Comprehensive Income
For the year ended 31 December 2025
Page 10
2025
2024
Notes
£
£
Turnover
3
2,792,623
2,134,896
Administrative expenses
(3,350,075)
(2,509,556)
Other operating income
533,854
425,230
(Loss)/profit before taxation
(23,598)
50,570
Tax on (loss)/profit
8
-
0
-
0
(Loss)/profit for the financial year
(23,598)
50,570

The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

Sandglass Capital Advisors (UK) Limited
Balance Sheet
As at 31 December 2025
Page 11
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
9
15,928
10,575
Current assets
Debtors
10
934,449
731,853
Investments
11
406,956
-
0
Cash at bank and in hand
226,364
185,811
1,567,769
917,664
Creditors: amounts falling due within one year
12
(797,493)
(118,437)
Net current assets
770,276
799,227
Net assets
786,204
809,802
Capital and reserves
Called up share capital
14
80,000
80,000
Other reserves
15
1,263
1,263
Profit and loss reserves
704,941
728,539
Total equity
786,204
809,802
The financial statements were approved by the board of directors and authorised for issue on 24 April 2026 and are signed on its behalf by:
M Kelner
Director
Company Registration No. 09284654
Sandglass Capital Advisors (UK) Limited
Statement of Changes in Equity
For the year ended 31 December 2025
Page 12
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
80,000
1,263
677,969
759,232
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
50,570
50,570
Balance at 31 December 2024
80,000
1,263
728,539
809,802
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
(23,598)
(23,598)
Balance at 31 December 2025
80,000
1,263
704,941
786,204
Sandglass Capital Advisors (UK) Limited
Statement of Cash Flows
For the year ended 31 December 2025
Page 13
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
449,377
32,790
Investing activities
Purchase of tangible fixed assets
(11,216)
(10,568)
Purchase of investments
(397,608)
-
0
Net cash used in investing activities
(408,824)
(10,568)
Net increase in cash and cash equivalents
40,553
22,222
Cash and cash equivalents at beginning of year
185,811
163,589
Cash and cash equivalents at end of year
226,364
185,811
Sandglass Capital Advisors (UK) Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 14
1
Accounting policies
Company information

Sandglass Capital Advisors (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor, 50 Broadway, London, SW1H OBL. The business address is 45 Pont Street, London, SW1X 0BD.

1.1
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 C ompany. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements, which are those of Sandglass Capital Advisors (UK) Limited as an individual entity, have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At 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 a period of at least 12 months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

The Company's ongoing principal activity during the year under review continues to be the provision of investment advisory services to Sandglass Capital Advisors LLC (the “Advisor”), a fellow subsidiary company incorporated in the United States. As a result, the Company’s ongoing operations are dependent upon the continued trading relationship with this group entity. The directors have considered the financial position of this group undertaking and its confirmation to continue trading with the Company, and are satisfied that this trading relationship will continue for at least 12 months from the date of approval of these financial statements.

1.3
Turnover

Turnover represents the fair value of services provided during the period to group companies. Turnover is recognised as contract activity progresses and the right to consideration is earned. Fair value reflects the amount expected to be recoverable from group companies and is based on services provided and expensed incurred, but excludes VAT.

1.4
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 and fittings
33.3% per annum on a straight line basis
Computer Equipment
33.3% per annum on a straight line basis

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.

Sandglass Capital Advisors (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 15
1.5
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.

1.6
Financial instruments

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans and other debtors receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short term trade creditors and other current creditors payable on demand are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Short term investments

Short term investments are initially measured at transaction price and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expenses to profit or loss as incurred.

1.7
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.

1.8
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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Sandglass Capital Advisors (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 16
1.9
Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Bonuses arise during the course of the year based on entitlement criteria. The cost is recognised once criteria are met and an obligation exists.

1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.11
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 lease s asset are consumed.

1.12
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.

2
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.

The directors do not consider there to be any key estimates or judgements applicable to the entity.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Investment Advisory Services
2,792,623
2,134,896
2025
2024
£
£
Turnover analysed by geographical market
United States of America
2,792,623
2,134,896
Sandglass Capital Advisors (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 17
4
Operating (loss)/profit
2025
2024
Operating (loss)/profit for the year is stated after charging:
£
£
Exchange losses
39,837
26,428
Depreciation of tangible fixed assets
5,863
1,491
Operating lease charges
146,481
82,908
5
Auditor's remuneration
2025
2024
Fees payable to the Company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the Company
25,500
25,030
6
Employees

The average monthly number of persons (including directors) employed by the Company during the year was:

2025
2024
Number
Number
Advisory
6
5

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,064,428
1,421,603
Social security costs
195,474
188,299
Pension costs
18,338
11,889
2,278,240
1,621,791
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
478,040
1,035,489
Company pension contributions to defined contribution schemes
3,522
3,522
481,562
1,039,011
Sandglass Capital Advisors (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
7
Directors' remuneration
(Continued)
Page 18
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
445,128
1,008,748
Company pension contributions to defined contribution schemes
3,522
3,522
8
Taxation

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
(Loss)/profit before taxation
(23,598)
50,570
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 19.00%)
(5,900)
9,608
Tax effect of expenses that are not deductible in determining taxable profit
2,358
2,001
Tax effect of income not taxable in determining taxable profit
(2,337)
-
0
Gains not taxable
2,337
-
0
Tax effect of utilisation of tax losses not previously recognised
-
0
(9,884)
Depreciation on assets not qualifying for tax allowances
-
0
(1,725)
Movement in deferred tax not recognised
3,542
-
0
Taxation charge for the year
-
-

The C ompany has excess trading losses of £149,485 (20 24: £120,621) that are available to offset future taxable profits. A deferred tax asset of £24,451 (20 24: £20,909) has not been recognised in respect of those losses as it is uncertain if the C ompany will have sufficient future taxable profits.

Sandglass Capital Advisors (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 19
9
Tangible fixed assets
Fixtures and fittings
Computer Equipment
Total
£
£
£
Cost
At 1 January 2025
1,500
19,473
20,973
Additions
-
0
11,216
11,216
At 31 December 2025
1,500
30,689
32,189
Depreciation and impairment
At 1 January 2025
1,500
8,898
10,398
Depreciation charged in the year
-
0
5,863
5,863
At 31 December 2025
1,500
14,761
16,261
Carrying amount
At 31 December 2025
-
0
15,928
15,928
At 31 December 2024
-
0
10,575
10,575
10
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
748,614
630,841
Other debtors
59,206
59,012
Prepayments and accrued income
126,629
42,000
934,449
731,853
11
Current asset investments
2025
2024
£
£
Unlisted investments
406,956
-
0
12
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
79,205
7,397
Accruals and deferred income
718,288
111,040
797,493
118,437
Sandglass Capital Advisors (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 20
13
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
18,338
11,889

The C ompany 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.

14
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
80,000
80,000
80,000
80,000
15
Other reserves

Other reserves represent fair value adjustments to long term financial instruments.

16
Regulatory Capital

The C ompany is regulated by the FCA and is subject to the capital requirements imposed by FCA rules. For these purposes the C ompany measures regulatory capital as the total of share capital plus audited profits, which amounted to £784,941 (2024: £808,539). At 31 December 2025, and in the year to 31 December 2025 this exceeded the externally imposed capital requirements.

17
Operating lease commitments
As lessee

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
90,350
120,550
Years 2-5
-
0
50,750
90,350
171,300
18
Related party transactions

Trade creditors in 2024 included a balance of £6,275 (2025: £nil) owed to director G. Lozovsky in relation to expenses incurred on behalf of the business.

The Company has taken advantage of the exemption from disclosing transactions with members within a wholly owned group.

Sandglass Capital Advisors (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 21
19
Ultimate controlling party

The ultimate controlling party is G Lozovsky (2024: G Lozovsky).

The immediate parent undertaking is Sandglass Capital Management Limited (2024: Sandglass Capital Management Limited).

20
Financial instruments and associated risks

The Company’s activities expose it to market and concentration risk.

a) Market risk

Market risk is the risk involved in operating in the financial sector. Poor fund performance could result in a decreased company turnover. The directors are confident that its provision of investment advisory services would not be materially affected by a major downturn in the market.

b) Concentration risk

Concentration risk is the risk that the Firm derives its revenue from a small number of clients. The directors continue to seek opportunities to enable the client base to grow and do not consider this to be a material risk to the C ompany.

21
Cash generated from operations
2025
2024
£
£
(Loss)/profit after taxation
(23,598)
50,570
Adjustments for:
Depreciation and impairment of tangible fixed assets
5,863
1,491
Unrealised gain on short term investments
(9,348)
-
Movements in working capital:
(Increase)/decrease in debtors
(202,596)
169,488
Increase/(decrease) in creditors
679,056
(188,759)
Cash generated from operations
449,377
32,790
22
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
185,811
40,553
226,364
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