REGISTERED NUMBER: 09487131 (England and Wales)

Strategic Report, Directors' Report and

Financial Statements for the Year Ended 31 December 2025

for

Charme Capital Partners Limited

Page

Company Information

1

Strategic Report

2

Directors' Report

6

Report of the Independent Auditors

8

Income Statement

11

Statement of Other Comprehensive Income

12

Statement of Financial Position

13

Statement of Changes in Equity

14

Statement of Cash Flows

15

Notes to the Statement of Cash Flows

16

Notes to the Financial Statements

17

DIRECTORS:

C. Di Montezemolo

T Beolchini

M Facoetti

M P Gentili

F J G De Churtichaga

J C Huxtable

L Sala

REGISTERED OFFICE:

4th Floor

15 King Street

London

SW1Y 6QU

REGISTERED NUMBER:

09487131 (England and Wales)

INDEPENDENT AUDITORS:

KPMG Audit Limited

37 Esplanade

St. Helier

Jersey

Channel Islands

JE4 8WQ

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

REVIEW OF BUSINESS

Charme Capital Partners Limited ("CCD" or the "Firm") is a duly Financial Conduct Authority ("FCA) authorized Investment Manager, who, as delegated discretionary investment manager in accordance with Article 20 of AIDED, manages a portion of the Charme III and Charme IV Fund's portfolio of assets with a specific and exclusive role of investing in companies having their businesses outside of Italy. The Investment Manager is appointed until the liquidation of the Funds.

The Firm is authorized by the FCA as a MIFIDPRU investment firm and it does not have permission to hold client money or assets, nor lends money.

Charme III is an Italian closed ended private equity fund (the "Fund"). The Fund is formed and managed by Charme Capital Partners SGR S.p.A. (the "AIFM") an Italian authorized investment fund manager duly authorized by the Bank of Italy, established in 2002. The Fund makes private equity and equity related investments in leading companies with growth and/or internationalization potential, having a size of €645 million as of 31 December 2024. The fund is a contractual alternative investment fund ("AIF") for the purpose of the EU Alternative Investment Fund Managers Directive (2011/61/EC, "AIFMD"). In terms of investment strategy, the investment period ended with effect from 12 February 2021. The expiry of the Fund shall be on February 11, 2027.

Charme IV is an Italian closed ended private equity fund (the "Fund IV"). The Fund IV is formed and managed by the AIFM. Also, the Fund IV makes private equity and equity related investments in leading companies with growth and/or internationalization potential, having a size of €813 million as of December 2024 and the Fund IV on February 28, 2023 closed the subscription period. The fund is a contractual alternative investment fund ("AIF") for the purpose of the EU Alternative Investment Fund Managers Directive (2011/61/EC, "AIFMD"). In terms of investment strategy, the investment period end with effect from 20 November 2025 and it has been extended for additional 12 months. The expiry of the Fund shall be on November 20, 2030.

The delegation represents the major source of income for CCP. The delegation activity is restricted to the following activities concerning the international (non-Italian) portfolio companies:

- sourcing investment opportunities (or 'scouting');

- management of the acquisition;

- monitoring investments;

- forming potential exit strategies; and

- managing the divestment.

All acquisitions are performed by the Funds. The AIFM has certain duties to control the CCP's activities, make the capital calls from the Fund and retaining supervision over the discretionary portfolio management activities of CCP. CCP does not propose to launch or market any private equity funds; instead, it is a delegated discretionary portfolio manager that has been exclusively appointed to manage, on behalf of the Fund, its international investments in equity instruments.

CCP structured itself in order to have two main teams dedicated to potential investments in the UK and in Spain which are the two main geographies. Therefore, during 2018 the Firm established a branch in Spain with an office in Madrid. The team monitored both the UK market and the Spanish market through its network of advisors and proprietary connections.

In 2025 CCP looked for several potential acquisitions, monitored the portfolio of companies acquired through its sourcing and finalized a new investment in Spain. The portfolio of both Funds as of December 2025 is formed by three companies based in the UK and four based in Spain.

CCP shows a profit after taxes of £298,934 (2024: £367,663) and profits should remain stable for the next year. The Firm has adequate capital for its size and the complexity of its business based on current total capital of £4,049,697 (2024: £3,728,132) compared to a Minimum Capital Requirement of £1,229,585 (2024: £1,377,805) being the higher Permanent Minimum Capital Requirement and the Fixed Overheads Requirement.

PRINCIPAL RISKS AND UNCERTAINTIES

Credit Risk

The Firm neither holds client money nor assets nor lends money, and is, therefore, not exposed to Credit Risk in its traditional sense. The Firm's exposure to Credit Risk is the risk that investment management fees cannot be collected and the exposure to banks where revenue is deposited. The Firm's Credit Risk Appetite is low, so the Firm holds all cash with banks assigned high credit ratings.

Market Risk

The Firm does not have a trading book. The only potential exposures are non-trading book exposures, i.e. to Foreign Currency held on to deposit and assets or liabilities held in Foreign Currency, such as Debtors, on the Firm's Balance Sheet. The Firm's Market Risk is low considering the transactions recorded.

Operational Risk

The Firm undertakes robust risk identification and scoring exercises across the Firm, this Risk Appetite Statement translates into the acceptance of risks rated C or below. The Firm has established internal procedures and appropriate scoring mechanisms in order to identify potential operational risks.

Business Risk

The Firm has assessed Business Risks and set out appropriate actions to manage them. Business Risk is taken account of through the application of Scenario/Stress Testing.

Liquidity Risk

The Firm has in place Liquidity Systems and Controls which include the management of Liquidity Risk via scenario and stress testing of the Firm's Cash Flow Forecast and the establishment of management actions and contingency funding plans.

SECTION 172(1) STATEMENT

Section 172 of the Companies Act 2006 imposes a general duty on every Director to act in a way that they consider, in good faith, would be most likely to promote the success of the Firm for the benefit of its members as a whole and in doing so, to have regard to various other matters designed to ensure that boards consider the interests of other relevant stakeholders.

The Firm places significant emphasis on building and maintaining strong, ethical business relationships with its key stakeholders, including customers, suppliers, and business partners. It understands that the strength and longevity of these relationships are critical to its success. The Firm's relationships are guided by principles of fairness, integrity, and mutual benefit. By fostering such relationships, the Firm creates an environment where all parties are encouraged to contribute to mutual success, thereby securing long-term value for all involved.

The Directors of the Firm share a common purpose to deliver sustainable investment success for the benefit of clients, employees, society and the shareholder.

A long-term focus

The Firm takes a long-term approach to its business that is aligned to its strategic priorities, corporate resources and risk appetite.

Employee engagement

The Directors consider the employees to be a key success factor for the Firm and this success is contingent on developing and maintaining an environment that creates and develops a diverse, high integrity, high performance culture. Additionally, the Firm understands that a strong ethical framework contributes to a positive working environment, attracting employees who align with its values and fostering a culture of accountability.

Highest Standards of Integrity and Conduct

The Firm is regulated by the FCA and its permission to operate is conditional on appropriate expectations and standards of conduct. Conduct risk is considered by the Board in its capital planning and risk management program which includes stress and scenario analyses of risks to CCP. To ensure this risk is controlled and mitigated appropriately, the Board oversees a comprehensive program of regulatory compliance that is focused on the protection of clients' interests.

Also, the Firm, by being FCA regulated, aims to keep his reputation by applying high standard of business conduct, in particular, related to the organization's values, culture and ethical standard.

In fact, the Firm recognizes the importance of upholding a reputation for high standards of business conduct. It consistently strives to embed ethical principles into its corporate culture and operations. By adhering to strict ethical guidelines, the Firm ensures that its decisions not only serve business interests but also align with societal expectations for integrity and responsibility.

The emphasis on maintaining a strong reputation for high standards helps to build trust with stakeholders, including customers, investors, and regulators, which is critical for the long-term success of the Firm.

KEY PERFORMANCE INDICATORS

The Firm's key performance indicators are considered to be turnover and profit or loss before taxation. Turnover for the period was £6,315,159 (2024: £ 5,957,687). The Firm made a profit before taxation of £425,098 (2024: £ 508,331).

The results and financial position for the financial year set out in the statement of other comprehensive income and the statement of the financial position on pages 12 and 13 respectively. The directors do not anticipate any change in the nature of principal activities going forward and expect the Firm to continue to benefit from enhanced business opportunities.

GOING CONCERN

The Firm was profit making in the year, had net current assets and nets assets at the year-end date. The financial statements have been prepared on a going concern basis which means the Firm can be expected to meet its liabilities as the fall due for a period of at least 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risk of the business as well as the Firm's business model and availability of cash resources.

The Firm's forecast expenses for the next 12 months predominantly consist of the operational costs, legal and professional cost to manage the funds as well as employee salaries and ongoing running costs. These would be met through the revenue expected in managing the funds, ensuring the continued ability to operate effectively and meet financial obligations as they arise.

FUTURE DEVELOPMENTS

The directors expect the general level of activity to remain consistent with 2025 in the forthcoming year. This is as a result of the Firm maintaining in place the delegation agreement with the AIM.

As stated above, at present, the 2026 revenues should remain consistent with 2025 regardless of the impact of Ukraine and Israel-Gaza macro-economic environments due to the contractual nature of the management fees of the AIM.

Furthermore, the recent announcement by the US administration is not expected to impact management fees, given the nature of the Firm's activities.

Given the ongoing economic uncertainty, the directors are monitoring the situation closely and the impact it may have on businesses and the Firm as a whole. To date, these external factors have not negatively impacted the operating or financial performance of CCD.

Additionally, the Director is planning to start raising new funds over the next twelve months and Charme Capital Partners Limited will still be the delegate investment manager, to promote the success of the Firm, remain one of the key objectives for future developments.

ON BEHALF OF THE BOARD:

C. Di Montezemolo - Director

27 April 2026

The directors present their report with the financial statements of the Firm for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

FUTURE DEVELOPMENTS

The directors expect the general level of activity to remain consistent with 2025 in the forthcoming year. This is as a result of the Firm maintaining in place the delegation agreement with the AIFM.

As stated above, at present, the 2026 revenues should remain consistent with 2025 regardless of the impact of Ukraine and Israel-Gaza macro-economic environments due to the contractual nature of the management fees of the AIFM.

Furthermore, the recent announcement by the US administration is not expected to impact management fees, given the nature of the Firm's activities.

Given the ongoing economic uncertainty, the directors are monitoring the situation closely and the impact it may have on businesses and the Firm as a whole. To date, these external factors have not negatively impacted the operating or financial performance of CCP.

Additionally, the Director is planning to start raising new funds and Charme Capital Partners Limited will still be the delegate investment manager, to promote the success of the Firm, remain one of the key objectives for future developments.

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

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

C. Di Montezemolo

T Beolchini

M Facoetti

M P Gentili

F J G De Churtichaga

J C Huxtable

L Sala

POLITICAL DONATIONS AND EXPENDITURE

No political donations were made during the year.

OVERSEAS BRANCHES

The Firm operates a branch in Spain with office in Madrid.

QUALIFYING INDEMNITY PROVISION

The Firm has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

GOING CONCERN

The Firm was profit making in the year, had net current assets and nets assets at the year end date. The financial statements have been prepared on a going concern basis which means the Firm can be expected to meet its liabilities as the fall due for a period of at least 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risk of the business as well as the Firm's business model and availability of cash resources.

DISCLOSURE IN THE STRATEGIC REPORT

The following disclosures are required to be made in the directors' report but instead, have been included in the strategic report:

- information on exposure to credit risk, liquidity risk, market risk and other risks applicable to the Firm;

- financial risk management objectives and policies; and

- likely future developments of the Firm.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 Firm and of the profit or loss of the Firm 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; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Firm's transactions and disclose with reasonable accuracy at any time the financial position of the Firm 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 Firm and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Firm's auditors are unaware, and each director has taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Firm's auditors are aware of that information.

AUDITORS

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the Firm's auditor is unaware; and

- they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Firm's auditor is aware of that information.

This information is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

KPMG Audit Limited has been appointed during the year 2025 in accordance with section 487 of the Companies Act 2006. KPMG Audit Limited being eligible have expressed willingness to continue in office

ON BEHALF OF THE BOARD:

C. Di Montezemolo - Director

27 April 2026

Our opinion

We have audited the financial statements of Charme Capital Partners Limited (the "Company"), which comprise the statement of financial position as at 31 December 2025, the income statement , and statements of other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements:

- give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of the Company's profit for the year then ended;

- are properly prepared in accordance with United Kingdom accounting standards, including FRS 102 The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including FRC Ethical Standards. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (the "going concern period").

In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

- we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate; and

- we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

- enquiring of management as to the Company's policies and procedures to prevent and detect fraud as well as enquiring whether management have knowledge of any actual, suspected or alleged fraud;

- reading minutes of meetings of those charged with governance; and

- using analytical procedures to identify any unusual or unexpected relationships.

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because the Company's revenue streams are simple in nature with respect to accounting policy choice, and are easily verifiable to external data sources or agreements with little or no requirement for estimation from management. We did not identify any additional fraud risks.

We performed procedures including

- Identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries to supporting documentation; and

- incorporating an element of unpredictability in our audit procedures.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with management (as required by auditing standards), and from inspection of the Company's regulatory and legal correspondence, if any, and discussed with management the policies and procedures regarding compliance with laws and regulations. As the Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity's procedures for complying with regulatory requirements.

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or impacts on the Company's ability to operate. We identified financial services regulation as being the area most likely to have such an effect, recognising the regulated nature of the Company's activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

The directors' report and strategic report

The directors are responsible for the strategic report and the directors' report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

- we have not identified material misstatements in the strategic report and the directors' report;

- in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

- in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Matters on which we are required to report by exception

Under the Companies Act 2006, we are required 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; or

We have nothing to report in these respects.

Respective responsibilities

Directors' responsibilities

As explained more fully in their statement set out on page 7, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities

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 our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities

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 its members, as a body, for our audit work, for this report, or for the opinions we have formed.

Nicholas Quayle (Senior Statutory Auditor)

for and on behalf of KPMG Audit Limited

37 Esplanade

St. Helier

Jersey

Channel Islands

JE4 8WQ

27 April 2026

TURNOVER

5

6,315,159

5,957,687

Administrative expenses

5,893,078

5,449,356

422,081

508,331

Other operating income

3,017

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

425,098

508,331

Tax on profit

10

126,164

140,668

PROFIT FOR THE FINANCIAL YEAR

298,934

367,663

PROFIT FOR THE YEAR

298,934

367,663

OTHER COMPREHENSIVE INCOME

Forex retranslation reserves

22,631

(17,155

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

22,631

(17,155

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

321,565

350,508

FIXED ASSETS

Tangible assets

11

15,354

37,619

CURRENT ASSETS

Debtors

12

3,243,409

2,846,153

Cash at bank

1,635,218

1,733,079

4,878,627

4,579,232

CREDITORS

Amounts falling due within one year

13

844,067

884,632

NET CURRENT ASSETS

4,034,560

3,694,600

TOTAL ASSETS LESS CURRENT LIABILITIES

4,049,914

3,732,219

PROVISIONS FOR LIABILITIES

16

217

4,087

NET ASSETS

4,049,697

3,728,132

CAPITAL AND RESERVES

Called up share capital

17

1,326,000

1,326,000

Retained earnings

2,723,697

2,402,132

SHAREHOLDERS' FUNDS

4,049,697

3,728,132

The financial statements were approved by the Board of Directors and authorised for issue on 27 April 2026 and were signed on its behalf by:

C. Di Montezemolo - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1,326,000

2,051,624

3,377,624

Changes in equity

Profit for the year

-

367,663

367,663

Other comprehensive income

-

(17,155

)

(17,155

)

Total comprehensive income

-

350,508

350,508

Balance at 31 December 2024

1,326,000

2,402,132

3,728,132

Changes in equity

Profit for the year

-

298,934

298,934

Other comprehensive income

-

22,631

22,631

Total comprehensive income

-

321,565

321,565

Balance at 31 December 2025

1,326,000

2,723,697

4,049,697

Cash flows from operating activities

Cash generated from operations

1

10,616

178,622

Accrued income

26,262

(53,114

)

Other operating cash flow adjustment

22,631

(17,155

)

Tax paid

(146,031

)

(144,052

)

Net cash from operating activities

(86,522

)

(35,699

)

Cash flows from investing activities

Purchase of tangible fixed assets

(11,339

)

(4,964

)

Net cash from investing activities

(11,339

)

(4,964

)

Decrease in cash and cash equivalents

(97,861

)

(40,663

)

Cash and cash equivalents at beginning of year

2

1,733,079

1,773,742

Cash and cash equivalents at end of year

2

1,635,218

1,733,079

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit for the financial year

298,934

367,663

Depreciation charges

33,605

44,139

Taxation

126,164

140,668

458,703

552,470

Increase in trade and other debtors

(397,256

)

(486,750

)

(Decrease)/increase in trade and other creditors

(50,831

)

112,902

Cash generated from operations

10,616

178,622

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,635,218

1,733,079

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,733,079

1,773,742

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

1,733,079

(97,861

)

1,635,218

1,733,079

(97,861

)

1,635,218

Debt

Debts falling due within 1 year

(100,000

)

-

(100,000

)

(100,000

)

-

(100,000

)

Total

1,633,079

(97,861

)

1,535,218

1.	GENERAL INFORMATION

Charme Capital Partners Limited is a company incorporated in the United Kingdom under the Companies Act 2006. The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 4th Floor, 15 King Street, London, England, SW1Y 6QU.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared under the historical cost basis, and in accordance with Financial Reporting Standard 102 (FRS) "The Financial Reporting Standard Applicable in the UK and Republic of Ireland", issued by the Financial Reporting Council.

Going concern

Having given due consideration to the impact of Ukraine and Israel-Gaza conflicts on the business, as set out in the Strategic Report and Directors' Report on pages 2-7, and the financial resources available, the directors continue to prepare the financial statements on the going concern basis.Furthermore, the directors confirm that there is no impact on the US tariff announced.

The Company was profit making in the year, had net current assets and nets assets at the year end date. The financial statements have been prepared on a going concern basis which means the Company can be expected to meet its liabilities as the fall due for a period of at least 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risk of the business as well as the Company's business model and availability of cash resources.

The financial statements are prepared in Great Britain Pound, which is the functional currency of the entity.

The Firm's forecast expenses for the next 12 months predominantly consist of the operational costs, legal and professional cost to manage the funds as well as employee salaries and ongoing running costs. These would be met through the revenue expected in managing the funds, ensuring the continued ability to operate effectively and meet financial obligations as they arise

Expenses policy

Expenses are recognised in the profit and loss account on an accruals basis, in the period to which they relate, irrespective of the timing of the related cash flows. Costs are measured at the fair value of the consideration payable and are classified according to their nature. Where applicable, expenses are matched to the related revenues to which they contribute.

Certain costs incurred on behalf of portfolio companies or managed Funds are recharged, primarily in relation to the investment activities and deals executed by the UK entity. This includes, where applicable, employee expenses incurred for business purposes (such as travelling costs) which are recoverable from such entities. Where the Company acts as principal in these arrangements, the related costs are recognised within expenses and the corresponding recharge is recognised as revenue.

Prepayments are recognised where payments are made in advance of the receipt of goods or services and are released to the profit and loss account over the period to which they relate. Accruals are recognised for expenses incurred but not yet invoiced at the reporting date. All expenses are recorded net of VAT.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax.

Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Tangible fixed assets

Fixed assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Leasehold property improvements - straight line over the lease term

Fixture and fittings - straight line over the lease term

Office equipment - straight line over three years

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposit s held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less when acquired that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Operating lease

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similar spread on a straight-line basis over the lease term.

Other income

Other Income is recognized on an accrual basis. Income is recorded when it is earned, which is generally when the costs have been incurred, regardless of when payment is received.

Other income comprises fees received from the recharging of costs to clients. These fees relate to expenses initially incurred by the company on behalf of clients and subsequently recovered in full.

4.	JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Firm's accounting policies, which are described in note 3, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

There are no critical judgements and key estimation uncertainty that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

5.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Provision of services

6,031,535

5,612,405

Other income

283,624

345,282

6,315,159

5,957,687

6.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,480,626

3,226,763

Social security costs

491,816

476,190

Other pension costs

106,841

93,949

4,079,283

3,796,902

The average number of employees during the year was as follows:

2025

2024

Administrative staff

3

4

Management staff

11

10

14

14

7.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

1,772,318

1,747,532

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

-

1

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

857,229

845,137

8.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

33,605

44,139

Foreign exchange differences

21,749

24,436

Rent and rates

560,990

501,597

9.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

40,000

38,000

The reported fees of £40,000 for the year includes a fee for the CASS Audit of £10,000 (2024. £9,000)

10.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

130,034

143,312

Deferred tax

(3,870

)

(2,644

)

Tax on profit

126,164

140,668

UK corporation tax has been charged at 25% (2024 - 25%).