Company Registration No. 11738964 (England and Wales)
CAPITALWORKS SERVICES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
CAPITALWORKS SERVICES LIMITED
BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
5,088
6,588
Investments
5
1,360,174
-
0
1,365,262
6,588
Current assets
Debtors
6
319,378
340,750
Cash at bank and in hand
8,657
57,344
328,035
398,094
Creditors: amounts falling due within one year
7
(2,522,781)
(300,140)
Net current (liabilities)/assets
(2,194,746)
97,954
Net (liabilities)/assets
(829,484)
104,542
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(829,485)
104,541
Total equity
(829,484)
104,542

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 24 August 2026 and are signed on its behalf by:
A Hart
Director
Company registration number 11738964 (England and Wales)
CAPITALWORKS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
1
Accounting policies
Company information

Capitalworks Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Grove 4th Floor, 248a Marylebone Road, London, United Kingdom, NW1 6JZ.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

1.2
Going concern

Notwithstanding the net liabilities position of £829,484, the accounts have been prepared on a going concern basis, following both the partial sale of the fixed asset investments and the capitalisation of the loan note, as described in more detail in Note 10, following the reporting date. Both events occurred before the approval of these financial statements. After reviewing the Company’s performance projections, the Director's are satisfied that the Company has adequate resources to be able to meet its obligations and to continue in operational existence for at least 12 months from the date of approval of these financial statements.

1.3
Turnover

Turnover comprises recharge income for group personnel and administrative services.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed.

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
Straight line depreciation over a useful economic life of 10 years
Computers
Straight line depreciation over a useful economic life of 3 years

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.

CAPITALWORKS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 3 -
1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

CAPITALWORKS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
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.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

1.12
Retirement benefits

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

1.13
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.

1.14
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.

1.15

Cash flow statement

The company has taken advantage of the exemption in Financial Reporting Standard 102 Section 1A (para 1A.7) from including a cash flow statement in the financial statements on the grounds that the company qualifies as a small entity.

CAPITALWORKS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
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.

3
Employees

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

2025
2024
Number
Number
Total
7
7

The directors were not remunerated for their services.

4
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 April 2024
4,037
13,664
17,701
Additions
-
0
948
948
At 31 March 2025
4,037
14,612
18,649
Depreciation and impairment
At 1 April 2024
978
10,135
11,113
Depreciation charged in the year
404
2,044
2,448
At 31 March 2025
1,382
12,179
13,561
Carrying amount
At 31 March 2025
2,655
2,433
5,088
At 31 March 2024
3,059
3,529
6,588
5
Fixed asset investments
2025
2024
£
£
Other investments other than loans
1,360,174
-
0
CAPITALWORKS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
5
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 April 2024
-
Additions
2,289,305
Valuation changes
(929,131)
At 31 March 2025
1,360,174
Carrying amount
At 31 March 2025
1,360,174
At 31 March 2024
-
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
223,586
237,666
Amounts owed by group undertakings
78,250
32,250
Other debtors
17,542
70,834
319,378
340,750
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
11,255
30,479
Corporation tax
14,461
16,317
Other taxation and social security
28,258
37,205
Other creditors
2,468,807
216,139
2,522,781
300,140

Included in other creditors is a £2,289,305 (2024: £nil) loan note, issued following the purchase of the fixed asset investments included in note 6. We draw attention to note 10 to the financial statements, which details the restructuring of the loan note after the reporting date.

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

CAPITALWORKS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
8
Audit report information
(Continued)
- 7 -
Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 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.

Senior Statutory Auditor:
Stephanie Evans
Statutory Auditor:
Arnold Hill & Co LLP
Date of audit report:
24 August 2026
9
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, as follows:

2025
2024
£
£
Total commitments
131,044
174,173
10
Events after the reporting date

Loan note

Subsequent to the reporting date of 31 March 2025, the Company's loan note arrangements were restructured as follows:

- Post 31 March 2025, pursuant to Deeds of Assignment, the loan note was assigned to Capitalworks Investment Partners Holdings Limited ("CWIPH"), a shareholder of the Company, which thereby became the lender under the loan note.

- On 4 June 2026, the outstanding balance of the loan note was capitalised through the allotment and issue of one ordinary share of £1.00 nominal value in the Company to CWIPH, credited as fully paid, in full satisfaction and release of the debt in accordance with the terms of a Deed of Capitalisation entered into between the Company and CWIPH.

Accordingly, following the capitalisation transaction on 4 June 2026, the loan note liability included in other creditors was extinguished. The above events occurred after the reporting date and have therefore not been reflected in the amounts recognised in these financial statements. The directors have considered the impact of these events and concluded that the settlement of the loan note through capitalisation removes any uncertainty associated with the repayment of this debt in the assessment of the Company's going concern position.

Realisation of Fi xed Asset Investments

On 24 July 2026, the Company received a distribution of ZAR85,126,769 (£3,799,420) in relation to the realisation of c.97.4% of its investment in the RFG Partnership.

CAPITALWORKS SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
11
Related party transactions

The company has taken advantage of the exemption available in accordance with Financial Reporting Standard 102 Section 1A (paragraph 1AC.35) from the requirement to disclose details of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

12
Parent company

Throughout the year, the company was a wholly owned subsidiary of Capitalworks Investments Partners Holdings Limited, a company incorporated in Malta, whose registered office address is 5th Floor, Avantech Buildings, St Julian’s Road, San Gwann, Malta.

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