Company No: SC567925 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	0		94
		0		94
Current assets
Cash at bank and in hand		2,076		654
		2,076		654
Creditors: amounts falling due within one year	5	( 2,563)		( 6,501)
Net current liabilities		(487)		(5,847)
Total assets less current liabilities		(487)		(5,753)
Creditors: amounts falling due after more than one year	6	( 159,694)		( 153,494)
Net liabilities		( 160,181)		( 159,247)
Capital and reserves
Called-up share capital	8	10,001		10,001
Profit and loss account		( 170,182 )		( 169,248 )
Total shareholder's deficit		( 160,181)		( 159,247)

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Argyll & Buchanan Limited (registered number: SC567925) were approved and authorised for issue by the Board of Directors on 31 July 2026. They were signed on its behalf by:

M Sutton Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Argyll & Buchanan Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Clyde Offices, 48 West George Street, Glasgow, G2 1BP, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

At the reporting date the company has net liabilities of £160,181 primarily due to convertible loan notes held. The directors confirm the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Turnover

Turnover from prime brokerage solutions is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Intangible assets

Intangible assets are stated at cost , net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

5 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost , net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Plant and machinery etc.

4 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the Company reviews its tangible and intangible 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

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. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

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.

Basic financial assets
Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.

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

Basic financial liabilities
Basic financial liabilities, including creditors, are recognised at transaction price.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	2		2

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2025	1,872		1,872
At 31 December 2025	1,872		1,872
Accumulated amortisation
At 01 January 2025	1,778		1,778
Charge for the financial year	94		94
At 31 December 2025	1,872		1,872
Net book value
At 31 December 2025	0		0
At 31 December 2024	94		94

4. Tangible assets

	Plant and machinery etc.		Total
	£		£
Cost
At 01 January 2025	1,178		1,178
At 31 December 2025	1,178		1,178
Accumulated depreciation
At 01 January 2025	1,178		1,178
At 31 December 2025	1,178		1,178
Net book value
At 31 December 2025	0		0
At 31 December 2024	0		0

5. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	0		1,950
Amounts owed to related parties	333		2,463
Other creditors	2,230		2,088
	2,563		6,501

6. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Convertible loan notes	159,694		153,494

There are no amounts included above in respect of which any security has been given by the small entity.

7. Convertible loans

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The effective rate of interest is 5% with a conversion date of 30 April 2027.

8. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
10,001 Ordinary shares of £ 1.00 each	10,001		10,001

9. Related party transactions

Transactions with the entity's directors

	2025		2024
	£		£
Amounts due to key management	333		2,462

This loan is interest free and has no fixed repayment terms.