Registered number: 12516001
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their strategic report on the affairs of Claret Capital Partners Limited (the "Company") and its consolidated subsidiaries (the "Group"), for the year ended 31 December 2025.
The purpose of this report is to provide a balanced and comprehensive review of the Group’s business model, strategy, performance, position, and future prospects, consistent with the requirements of section 414C of the Companies Act 2006. The Directors consider that the report, taken as a whole, is fair, balanced and understandable.
The purpose of this report is to provide a balanced and comprehensive review of the Group’s business model, strategy, performance, position, and future prospects, consistent with the requirements of section 414C of the Companies Act 2006. The Directors consider that the report, taken as a whole, is fair, balanced and understandable.
The Company was incorporated on 13 March 2020 under the Companies Act 2006. The Group was established to operate as a regulated investment manager and investment adviser to European growth lending funds that provide growth capital to technology, life sciences and impact businesses.
The Group’s activities are focused on supporting ambitious, high-growth companies across Europe by providing flexible capital solutions, while generating sustainable long-term value for investors and shareholders. The Group operates within a regulated framework and maintains close oversight of its advisory and investment management activities.
Business model and strategy
The Group generates revenue primarily through management fees earned from providing investment management and advisory services to its funds. These fees are typically linked to funds under management and are structured to provide a predictable and recurring revenue base.
The Group’s strategy is to:
• Deliver value for investors through a disciplined investment approach;
• Expand the investment platform and to support increased deployment activity;
• Maintain robust governance, risk management and regulatory compliance; and
• Deliver sustainable profitability and long-term value creation for shareholders.
During the year, the Group made significant progress against this strategy, supported by the continued scaling of its most recent growth capital fund.
The Group’s activities are focused on supporting ambitious, high-growth companies across Europe by providing flexible capital solutions, while generating sustainable long-term value for investors and shareholders. The Group operates within a regulated framework and maintains close oversight of its advisory and investment management activities.
Business model and strategy
The Group generates revenue primarily through management fees earned from providing investment management and advisory services to its funds. These fees are typically linked to funds under management and are structured to provide a predictable and recurring revenue base.
The Group’s strategy is to:
• Deliver value for investors through a disciplined investment approach;
• Expand the investment platform and to support increased deployment activity;
• Maintain robust governance, risk management and regulatory compliance; and
• Deliver sustainable profitability and long-term value creation for shareholders.
During the year, the Group made significant progress against this strategy, supported by the continued scaling of its most recent growth capital fund.
The Group delivered a strong financial performance in the year ended 31 December 2025. The Group generated a pre-tax profit of £4,456,918 (2024: £1,460,853), with net assets increasing to £7,665,697 (2024: £1,814,448).
Revenue, primarily derived from management fees, increased substantially compared to the prior year. The performance in 2025 was driven by:
• the full-year impact of management fees from a growth capital fund launched in 2024; and
• catch-up management fees earned following the successful second close of the fund during the year.
Operating costs increased year-on-year, broadly in line with the expansion of headcount required to support the enlarged platform and increased investment activity. Total administrative expenses increased by £1.8 million, largely attributable to additional personnel and costs associated with the Group’s office relocation.
Profit after tax increased from £942,581 in 2024 to £3,081,524 in 2025, representing a strong return for shareholders and reflecting the scalability of the Group’s operating model.
Revenue, primarily derived from management fees, increased substantially compared to the prior year. The performance in 2025 was driven by:
• the full-year impact of management fees from a growth capital fund launched in 2024; and
• catch-up management fees earned following the successful second close of the fund during the year.
Operating costs increased year-on-year, broadly in line with the expansion of headcount required to support the enlarged platform and increased investment activity. Total administrative expenses increased by £1.8 million, largely attributable to additional personnel and costs associated with the Group’s office relocation.
Profit after tax increased from £942,581 in 2024 to £3,081,524 in 2025, representing a strong return for shareholders and reflecting the scalability of the Group’s operating model.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group is exposed to a range of risks and uncertainties inherent in operating an investment management business, including regulatory, market, operational, and reputational risks.
The Directors continuously monitor these risks through regular formal and informal engagement and have established policies and controls designed to mitigate their potential impact. The principal risks facing the Group, and the measures in place to manage them, are set out in note 4 to the financial statements.
The Directors continuously monitor these risks through regular formal and informal engagement and have established policies and controls designed to mitigate their potential impact. The principal risks facing the Group, and the measures in place to manage them, are set out in note 4 to the financial statements.
The Group will continue to operate as an investment management and advisory business with a focus on optimising returns, scaling its platform and expanding its product offering. The Directors believe that the Group is well positioned to benefit from continued demand for growth capital across its target sectors and geographies.
The Group’s strong financial position and scalable business model provide a solid foundation for future growth.
The Group’s strong financial position and scalable business model provide a solid foundation for future growth.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors have complied with the requirements of s172 of the Companies Act 2006.
The directors have developed and actively oversee the implementation of a business plan focused on sustainable, long-term growth. This strategic plan is designed to ensure the delivery of high-quality investment management services to the Group’s clients (primarily the funds to which the Group is appointed as investment manager), while also contributing to positive outcomes for employees, suppliers, shareholders, and other stakeholders.
The founders of the Group, who also serve as directors and shareholders, play an active role in both shaping and delivering the Group’s strategy. Their dual role allows for aligned decision-making and a strong focus on the long-term success of the business.
The Group recognises its core responsibility to act in the best interests of the funds it manages and their investors. Engagement with these clients is at the heart of the Group’s operations. The Group seeks to maintain high standards of investment decision-making, risk management, and operational execution, all in line with its regulatory obligations and client expectations. The directors regularly review client feedback and performance metrics to ensure service excellence is maintained and continually improved.
The directors continue to prioritise the long-term success of the Group by actively engaging with our investor base, and upholding an investor-focused approach that supports sustainable value creation.
The directors acknowledge that the Group’s employees are critical to its success. The Group aims to be a responsible and supportive employer. It offers competitive pay and benefits, supports career development, and promotes a culture of professionalism, collaboration, and respect.
The health, safety, and well-being of employees are key considerations in the way the Group operates. All staff adhere to the company Handbook and the Compliance Policies and Procedures Manual, which support a consistent, fair, and compliant workplace culture. The directors meet regularly with senior managers and staff to ensure that employee voices are heard and that any concerns or suggestions are taken into account in strategic and operational decision-making.
The Group values its relationships with suppliers and other third-party service providers and recognises that fostering strong, fair, and transparent partnerships is essential to its success. The directors ensure that suppliers are selected and managed based on quality, reliability, and alignment with the Group’s standards and values, including ESG considerations.
The Group recognises the importance of Environmental, Social and Governance ("ESG") issues and the potential impact these can have on our activities, specifically managing our firm, making and managing investments and investor requirements.
The Group is committed to maintaining a culture of integrity, professionalism, and compliance. It continues to operate in a way that upholds the trust placed in it by its clients, employees, and regulators.
The directors have developed and actively oversee the implementation of a business plan focused on sustainable, long-term growth. This strategic plan is designed to ensure the delivery of high-quality investment management services to the Group’s clients (primarily the funds to which the Group is appointed as investment manager), while also contributing to positive outcomes for employees, suppliers, shareholders, and other stakeholders.
The founders of the Group, who also serve as directors and shareholders, play an active role in both shaping and delivering the Group’s strategy. Their dual role allows for aligned decision-making and a strong focus on the long-term success of the business.
The Group recognises its core responsibility to act in the best interests of the funds it manages and their investors. Engagement with these clients is at the heart of the Group’s operations. The Group seeks to maintain high standards of investment decision-making, risk management, and operational execution, all in line with its regulatory obligations and client expectations. The directors regularly review client feedback and performance metrics to ensure service excellence is maintained and continually improved.
The directors continue to prioritise the long-term success of the Group by actively engaging with our investor base, and upholding an investor-focused approach that supports sustainable value creation.
The directors acknowledge that the Group’s employees are critical to its success. The Group aims to be a responsible and supportive employer. It offers competitive pay and benefits, supports career development, and promotes a culture of professionalism, collaboration, and respect.
The health, safety, and well-being of employees are key considerations in the way the Group operates. All staff adhere to the company Handbook and the Compliance Policies and Procedures Manual, which support a consistent, fair, and compliant workplace culture. The directors meet regularly with senior managers and staff to ensure that employee voices are heard and that any concerns or suggestions are taken into account in strategic and operational decision-making.
The Group values its relationships with suppliers and other third-party service providers and recognises that fostering strong, fair, and transparent partnerships is essential to its success. The directors ensure that suppliers are selected and managed based on quality, reliability, and alignment with the Group’s standards and values, including ESG considerations.
The Group recognises the importance of Environmental, Social and Governance ("ESG") issues and the potential impact these can have on our activities, specifically managing our firm, making and managing investments and investor requirements.
The Group is committed to maintaining a culture of integrity, professionalism, and compliance. It continues to operate in a way that upholds the trust placed in it by its clients, employees, and regulators.
The Group's principal financial assets are its Investments, plant and equipment, bank balances and trade and other current receivables. The Group has no significant credit risk. The credit risk on liquid assets is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The Group's principal financial liabilities are loans from investors.
The Group's principal financial liabilities are loans from investors.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £3,081,524 (2024 : £942,581).
During the year, an interim dividend of £86,776 (2024: £124,182) was paid to the shareholder on preference shares treated as debt and one interim dividend payment totalling £1,307,770 (2024: £504,146) was paid to the shareholders on ordinary shares.
Post year end the Company declared a dividend totalling £1,000,000 to the fully paid up Ordinary A and Ordinary B shareholders.
Post year end the Company declared a dividend totalling £1,000,000 to the fully paid up Ordinary A and Ordinary B shareholders.
The directors who served during the year were:
The Group continues to operate as an investment management group with a view to optimising returns.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, the Group has adopted the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in note 2 to the financial statements.
The Directors are entitled to be indemnified by the Group, to the extent permitted by UK Company law, per section 234 and 235 of the Companies Act 2006, and the parent company’s Articles of Association, in respect of all losses arising out of or in connection with the execution of their powers, duties and responsibilities. Such indemnities were in force throughout the financial year and will remain in force at the date of this report.
The objectives of the Group are to manage the Group's financial risk, secure cost effective funding for the Group's operations, and to minimise the adverse effects of fluctuations in the financial markets on the Group's financial assets and liabilities, on reported profitability and on the cash flows of the Group.
The Group finances its activities with a combination of revenue from its operations, shareholder loan and shareholders' equity. Other financial assets and liabilities such as other debtors and trade creditors, arise directly from the Group's operating activities.
The Group finances its activities with a combination of revenue from its operations, shareholder loan and shareholders' equity. Other financial assets and liabilities such as other debtors and trade creditors, arise directly from the Group's operating activities.
The Group's success has been built around the commitment, skills and creativity of the Group's employees. Retaining and developing their enthusiasm and determination to succeed is central to the Group's strategy to grow in the years ahead.
The Group will continue to ensure excellence in management practice through the ongoing development of business aligned human resources systems and initiatives. The Group provides structured training and development programmes for employees through which they can enhance the skills, knowledge and capability necessary for further growth within the Group.
The Group is committed to the principle of equality and complies with all relevant equality and anti-discrimination legislation.
The average employment of the Group during the year was 29 (2024: 23).
The Group will continue to ensure excellence in management practice through the ongoing development of business aligned human resources systems and initiatives. The Group provides structured training and development programmes for employees through which they can enhance the skills, knowledge and capability necessary for further growth within the Group.
The Group is committed to the principle of equality and complies with all relevant equality and anti-discrimination legislation.
The average employment of the Group during the year was 29 (2024: 23).
As the Group has not consumed more than 40,000 kWH of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
It is the Group's policy that payments to suppliers are made in accordance with those terms and conditions agreed between the Group and its suppliers providing that all trading terms and conditions have been complied with.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
On 6 February 2026, the Company declared a dividend totalling £1,000,000 to the fully paid up Ordinary A and Ordinary B shareholders on the register as of 6 February 2026. The dividend was paid on 11 February 2026.
On 26 February 2026, the Company committed a further €200,000 to Claret European Growth Capital Fund IV, increasing the Company's commitment in the fund to €6,700,000.
On 26 February 2026, the Company committed a further €200,000 to Claret European Growth Capital Fund IV, increasing the Company's commitment in the fund to €6,700,000.
The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLARET CAPITAL PARTNERS LIMITED
We have audited the financial statements of Claret Capital Partners Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of 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 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLARET CAPITAL PARTNERS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLARET CAPITAL PARTNERS LIMITED (CONTINUED)
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 Group financial statements.
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 Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
∙The Companies Act 2006;
∙Financial Reporting Standard 102;
∙General Data Protection Regulations;
∙UK tax legislation; and
∙Financial Conduct Authority Handbook.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the measures management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgments made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests; or
∙The use of inappropriate assumptions or judgments in the valuation of investments.
∙Posting of unusual journals and complex transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CLARET CAPITAL PARTNERS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
4th Floor
95 Gresham Street
EC2V 7AB
12 May 2026
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 40 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 40 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Claret Capital Partners Limited is a private company limited by share capital, incorporated in the United Kingdom under the Companies Act 2006 and registered in England and Wales. The address of its registered office is provided on the Company Information page.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Under Companies Act 2006 s405 some subsidiaries have been excluded from the consolidation on the basis of immateriality to the Group.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Under Companies Act 2006 s405 some subsidiaries have been excluded from the consolidation on the basis of immateriality to the Group.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The information is included in the consolidated financial statements of the Group.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group made a profit during the year and has positive net assets. The Group is dependent on revenue from its principal activities and support from its shareholders to continue as a going concern. The financial statements have been prepared on a going concern basis because there are no material uncertainties related to events or conditions that may cast significant doubt about the Group's ability to continue as a going concern.
The directors have considered cash flow forecasts for both the Group and its investments, taking account of the current market conditions, including the US-Iran war. This demonstrates that the Group should be able to continue to operate within the level of its current cash at bank over the next 12 month period from the date of approval of these financial statements, as the level of operating expenses is not expected to change significantly from current levels.
Having assessed the principal risks and the other matters discussed in connection with the going concern statement, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and settle liabilities as they fall due. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial statements.
The directors have considered cash flow forecasts for both the Group and its investments, taking account of the current market conditions, including the US-Iran war. This demonstrates that the Group should be able to continue to operate within the level of its current cash at bank over the next 12 month period from the date of approval of these financial statements, as the level of operating expenses is not expected to change significantly from current levels.
Having assessed the principal risks and the other matters discussed in connection with the going concern statement, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and settle liabilities as they fall due. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised in the accounting period in which the performance of the service has been provided to the customer.
Expenses are recognised in the profit and loss in the period in which they are incurred and include expenses such as marketing expenses, professional fees, accounting fees, service charge expenses, legal fees, business rates, advisory fees and other operating expenses.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset may be impaired. If there is such an indication the recoverable amount of the asset is compared to the carrying amount of the asset.
The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of future cash flows before interest and tax obtainable as a result of the asset's continued use. These cash flows are discounted using a pre-tax rate that represents the current market risk-free rate and the risks inherent in the asset.
The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of future cash flows before interest and tax obtainable as a result of the asset's continued use. These cash flows are discounted using a pre-tax rate that represents the current market risk-free rate and the risks inherent in the asset.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Preference shares are classified as debt in accordance with FRS102 section 22.5(e). The preference shares classified as debt are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the debt instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance sheet when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
Critical judgements in applying the Group’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in these financial statements.
Investments in subsidiaries
Investments are assessed for impairment at each reporting date if events or changes in circumstances indicate that the carrying amount may not be recoverable. This involves estimation of future cash flows including working capital, tax and decommissioning payments. The determination is based on management’s estimates of the most likely outcome of future events. At 31 December 2025, there was no impairment recognised (2024: £nil).
Fair value of equity investments
The Group’s equity investments in Claret European Growth Capital Fund III, SCSp, Harbert European Growth Capital Fund I SLP, LP, Harbert European Growth Capital Fund II SLP, LP, Claret European Growth Capital Fund III CV, Claret Co-Invest Carry LP, Claret European Growth Capital Fund IV and Claret European Growth Opportunities Annex Fund I are required to be measured at fair value at each balance sheet date. The investment is classified as Level 3 in the fair value hierarchy as it is not traded on an active market and the Directors have therefore estimated its fair value using valuation techniques which incorporate as much observable market data as is available, supplementing that information with unobservable market data where appropriate to support conclusions.
Key sources of estimation uncertainty
The directors consider that there are no key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities, other than in relation to investments as discussed above.
The board of directors have overall responsibility for the establishment and oversight of the Group’s risk management framework. The risk management committee employed by the Group is responsible for developing and monitoring Group’s risk management strategy and policies. The committee reports regularly to the board of directors on its activities. There have been no changes to the Group’s exposures to risk or the methods used to measure and manage these risks during the period.
The Group is exposed to a variety of financial risks from its use of financial instruments measured at fair value through profit or loss. The Group monitors and manages the financial risks which include market risk, credit risk and liquidity risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
The Group is exposed to a variety of financial risks from its use of financial instruments measured at fair value through profit or loss. The Group monitors and manages the financial risks which include market risk, credit risk and liquidity risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
Page 27
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial risk management (continued)
The Group seeks to minimise these risks as detailed below:
Financial risk
Financial risk arises through the Group's holdings in financial assets and financial liabilities. The key financial risk is that proceeds from financial assets are insufficient to fund obligations arising from distributions to its shareholders as they fall due. The most important components of financial risk are set out below.
Risk amounts are monitored to ensure these are maintained within permissible ranges.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is related to the underlying valuation of investment in subsidiaries and equity investments.
Management does not believe the Group is any more exposed to financial statement risk factors than others in the industry and has a system of internal controls and procedures that are designed to mitigate such risks.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The Group's policy and approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the reputation of the Group and the shareholders.
Foreign currency risk
Foreign exchange risk is the risk that that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchanges rates. The Group is exposed to an immaterial level of currency risk as all of the Group’s financial assets and liabilities are denominated in sterling.
Valuation risk
The Group’s valuation risk is primarily attributable to the potential fair value loss on its equity investments.
The investments in Claret European Growth Capital Fund III, SCSp, Harbert European Growth Capital Fund I SLP, LP, Harbert European Growth Capital Fund II SLP, LP, Claret European Growth Capital Fund III CV, Claret Co-Invest Carry LP, Claret European Growth Capital Fund IV and Claret European Growth Opportunities Annex Fund I are classified as an equity investments. The fair value of the investments are determined with a combination of reference to quoted market prices of comparable companies and the transaction values of the relevant past comparable transactions. The fair value may fluctuate depending on the underlying market price of the comparable companies and the price level of recent transactions.
Credit Risk
Credit risk refers to the risk a counterparty will default on its contractual obligations resulting in financial losses. The Group’s principal credit exposure relates to the balance of its cash, trade receivables and current asset investments.
The Group manages credit risk with respect to current asset investments by holding such assets in funds that are within the Group; the credit risk on these balances is considered to be limited.
Page 28
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
Page 29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Taxation (continued)
There were no factors that may affect future tax charges.
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Page 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
Page 36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
21.Share capital (continued)
On 12 November 2025 the 100 Ordinary A shares of £1.00 each were subdivided into 100,000 £0.001 Ordinary A shares.
On 13 November 2025 the number of Preference shares was reduced by way of a capital reduction to 11,110 shares.
On 20 November 2025 the Preference shares were redesignated as 11,110 Ordinary B shares.
On 15 December 2025 1,170 Ordinary A shares of £0.001 each were allotted for £80.84 per share and 1,170 Ordinary D shares of £0.001 each were alloated for £24.26 per share.
On 13 November 2025 the number of Preference shares was reduced by way of a capital reduction to 11,110 shares.
On 20 November 2025 the Preference shares were redesignated as 11,110 Ordinary B shares.
On 15 December 2025 1,170 Ordinary A shares of £0.001 each were allotted for £80.84 per share and 1,170 Ordinary D shares of £0.001 each were alloated for £24.26 per share.
Other reserves
Profit and loss account
The Directors have reassessed the relationship with Claret Luxco 3 S.à r.l., a company in which the Group holds 100% of the share capital, and concluded that the entity operates within a restricted framework, with its key activities governed by contractual arrangements rather than through shareholder voting rights. Accordingly, the Group does not have control as defined by applicable accounting standards.
The same arrangements were in place in the prior year and the relevant information was available at the time those financial statements were approved. As a result, a prior year adjustment has been made to remove the entity from the consolidated financial statements.
In the consolidated comparatives this has resulted in investments decreasing by £3,519,649, cash at bank and in hand decreasing by £59,765 and creditors decreasing by £3,579,567. Reserves as at 31 December 2024 have increased by £153. Turnover has decreased by £12,837, administrative expenses have decreased by £85,119, interest receivable and similar income has decreased by £323,143, interest payable and similar expenses have decreased by £177,572 and tax on profit has decreased by £4,868. Reserves as at 1 Jan 2024 have increased by £68,574.
In the Company comparatives the investment held as a subsidiary has been reclassified to other fixed assets investments. This amount totals £10,078. There has been no impact on the reserves of the Company.
The same arrangements were in place in the prior year and the relevant information was available at the time those financial statements were approved. As a result, a prior year adjustment has been made to remove the entity from the consolidated financial statements.
In the consolidated comparatives this has resulted in investments decreasing by £3,519,649, cash at bank and in hand decreasing by £59,765 and creditors decreasing by £3,579,567. Reserves as at 31 December 2024 have increased by £153. Turnover has decreased by £12,837, administrative expenses have decreased by £85,119, interest receivable and similar income has decreased by £323,143, interest payable and similar expenses have decreased by £177,572 and tax on profit has decreased by £4,868. Reserves as at 1 Jan 2024 have increased by £68,574.
In the Company comparatives the investment held as a subsidiary has been reclassified to other fixed assets investments. This amount totals £10,078. There has been no impact on the reserves of the Company.
Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
On 26 October 2020, the Company became party to an investment subscription in Claret European Growth Capital Fund III, SCSp (“Fund III”) for an investment commitment of £2,848,583 (2024: £2,699,973) (the "Committed Capital"). During the year, the Company made a capital contribution in respect of the subscription to Fund III of £86,453 (2024: £427,096). Significant capital commitment at the end of the reporting year but not recognised as liabilities is £467,478 (2024: £525,033).
On 10 June 2022, the Company became party to an investment subscription in Claret European Growth Opportunities Annex Fund I (the “Annex Fund”) for an investment commitment of £1,207,729 (2024: £1,144,723) (the "Committed Capital"). During the year, the Company made a capital contribution in respect of the subscription to the Annex Fund of £53,039 (2024: £nil). Significant capital commitment at the end of the reporting year but not recognised as liabilities is £668,273 (2024: £683,748).
On 12 September 2024, the Company became party to an investment subscription in Claret European Growth Capital Fund IV (“Fund IV”) for an investment commitment of £5,668,044 (2024: £4,132,573) (the "Committed Capital"). On 29 August 2025, the Company committed a further €1,500,000 to Fund IV on the successful second close of Fund IV, increasing the Company's commitment in the fund by £1,308,010 (2024: £nil). During the year, the Company made a capital contribution in respect of the subscription to Fund IV of £908,507 (2024: £15,427). Significant capital commitment at the end of the reporting year but not recognised as liabilities is £4,865,371 (2024: £4,117,146).
On 10 June 2022, the Company became party to an investment subscription in Claret European Growth Opportunities Annex Fund I (the “Annex Fund”) for an investment commitment of £1,207,729 (2024: £1,144,723) (the "Committed Capital"). During the year, the Company made a capital contribution in respect of the subscription to the Annex Fund of £53,039 (2024: £nil). Significant capital commitment at the end of the reporting year but not recognised as liabilities is £668,273 (2024: £683,748).
On 12 September 2024, the Company became party to an investment subscription in Claret European Growth Capital Fund IV (“Fund IV”) for an investment commitment of £5,668,044 (2024: £4,132,573) (the "Committed Capital"). On 29 August 2025, the Company committed a further €1,500,000 to Fund IV on the successful second close of Fund IV, increasing the Company's commitment in the fund by £1,308,010 (2024: £nil). During the year, the Company made a capital contribution in respect of the subscription to Fund IV of £908,507 (2024: £15,427). Significant capital commitment at the end of the reporting year but not recognised as liabilities is £4,865,371 (2024: £4,117,146).
On 26 February 2026, the Company committed a further €200,000 to Claret European Growth Capital Fund IV, increasing the Company's commitment in the fund to €6,700,000.
There is no ultimate controlling party.
Page 40