Capital Com NewCo Limited
Company Information
Capital Com NewCo Limited
Contents
Capital Com NewCo Limited
Directors' report
For the period ended 31 December 2025
The directors present their annual report and the audited financial statements of Capital Com NewCo Limited ('the Company') for the period from 20 December 2024 to 31 December 2025.
Incorporation
The Company was formed on 20 December 2024 and commenced trading on that date.
The loss for the period, after taxation, amounted to £6,673,972. The company did not pay a dividend.
The directors who served during the period were:
The directors are responsible for preparing the Directors' report and the financial statements, in accordance with applicable law.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.
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 Company and of the profit or loss of the Company for that period. In preparing the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use 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.
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Capital Com NewCo Limited
Directors' report (continued)
For the period ended 31 December 2025
The Directors’ assessment has considered future performance, solvency and liquidity over a period of at least 12 months from the date of approval of the financial statements. The Company is pre-revenue at this stage of its business plan, and the parent undertaking has provided a letter of support dated 15 July 2026 confirming its intention to provide financial support to the Company for a minimum of 12 months from the date of signing these financial statements. There are no indications that the Group will cease to provide financial support to the Company. The Company has no covenants in place with its banks that could result in borrowing being recalled, and there are strong controls around liquidity management to ensure sufficient funding levels are maintained.
During the period, the Company made no charitable or political donations.
Post balance sheet events
On 11 February 2026, a new loan facility of £2,500,000 was signed with Capital Com Investments Limited which will be repayable within 5 business days of written notice.
Auditors
Buzzacott Audit LLP are appointed as auditors of the Company. In accordance with section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed automatically.
This report was approved by the board on 08 September 2026 and signed on its behalf by:
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Independent auditor's report to the members of Capital Com NewCo Limited
For the period ended 31 December 2025
We have audited the financial statements of Capital Com NewCo Limited ('the Company') for the period ended 31 December 2025 which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity, the Statement of changes of cash flows and the related notes, including a summary of material accounting policies set out on pages 11 - 14. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 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.
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 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 Capital Com NewCo Limited (continued)
For the period ended 31 December 2025
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.
Responsibilities of directors
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Independent auditor's report to the members of Capital Com NewCo Limited (continued)
For the period ended 31 December 2025
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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:
How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows:
How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows:
∙the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we made enquiries of the directors as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
∙we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with the director at the planning stage;
∙the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
∙we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company including the Companies Act 2006, employment law and taxation legislation
We assessed the extent of compliance with the laws and regulations identified above through:
∙making enquiries of the directors;
∙reviewing legal expenditure throughout the period for any potential litigation or claims; and
∙considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risks of fraud through management bias and override of controls, we:
∙determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial statements;
∙reviewed journal entries throughout the period to identify unusual transactions;
∙performed analytical procedures to identify any large, unusual or unexpected transactions;
∙reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company's management; and
∙carried out substantive testing of expenditure.
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Independent auditor's report to the members of Capital Com NewCo Limited (continued)
For the period ended 31 December 2025
Auditor's responsibilities for the audit of the financial statements (continued)
In response to the risks of irregularities and non-compliance with laws and regulations, we designed procedures which included:
In response to the risks of irregularities and non-compliance with laws and regulations, we designed procedures which included:
∙agreeing financial statement disclosures to underlying supporting documentation; and
∙enquiring of the director as to actual and potential litigation and claims.
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.
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
Statutory Auditor
130 Wood Street
EC2V 6DL
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Capital Com NewCo Limited
Statement of comprehensive income
For the period ended 31 December 2025
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Capital Com NewCo Limited - Registered number: 16146367
Statement of financial position
As at 31 December 2025
The financial statements were approved and authorised for issue by the board of directors on 08 September 2026 and were signed on its behalf by:
The notes on pages 11 to 21 form part of these financial statements.
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Capital Com NewCo Limited
Statement of changes in equity
For the period ended 31 December 2025
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Capital Com NewCo Limited
Statement of cash flows
For the period ended 31 December 2025
The notes on pages 11 to 21 form part of these financial statements.
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
Capital Com NewCo Limited ('the Company') is a limited company incorporated in England and Wales with the registration number 16146367. The Company's registered office and principal place of business is at 2nd Floor, 4 Orchard Place, London, SW1H 0BF.
The principal activity of the Company is that of a service entity for regulatory applications on behalf of a group entity.
The principal activity of the Company is that of a service entity for regulatory applications on behalf of a group entity.
2.Accounting policies
These financial statements have been prepared in accordance with UK adopted international accounting standards as issued by the International Accounting Standards Board ('IASB').
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs).
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the financial statements and their effects are disclosed in note 3.
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the financial statements and their effects are disclosed in note 3.
The Directors at the time of approving these financial statements believe that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. A letter of support has been provided by the parent entity that covers a period of no less than twelve months from the date of signature of the accounts that also confirms that the loan provided by the parent will not be recalled during this period. As such, the Directors are of the opinion that the company will remain a going concern for the foreseeable future.
There are no new or amended international accounting standards or IFRIC interpretations that have been issued that would be expected to have a material impact on the Company.
Interest expense and other borrowing costs are charged to statement of comprehensive income as incurred.
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
2.Accounting policies (continued)
Functional and presentational currency
These financial statements are presented in British Pounds Sterling, which is the Company's functional currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income.
These financial statements are presented in British Pounds Sterling, which is the Company's functional currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income.
The diretors do not consider there to be any signficant judgements or key sources of estimateion uncertinainty involved in the preparatuon of the financial statements, other than going concern and not recognising a deferred tax asset.
Going concern
The directors have exercised judgement in concluding that preparation on the going concern basis is appropriate, given the Company's net liability position and dependence on continued support from the parent.
The key assumptions and sensitivities are described in note 2.3.
Deferred tax asset
As the Company is pre-revenue at this stage of its business plan, the directors do not anticipate the Company to generate profits in the near future and therefore have decided not to recognise a deferred asset within the financial statements.
Going concern
The directors have exercised judgement in concluding that preparation on the going concern basis is appropriate, given the Company's net liability position and dependence on continued support from the parent.
The key assumptions and sensitivities are described in note 2.3.
Deferred tax asset
As the Company is pre-revenue at this stage of its business plan, the directors do not anticipate the Company to generate profits in the near future and therefore have decided not to recognise a deferred asset within the financial statements.
Financial risk factors
The Company captures the different risks it is exposed to through its Risk Management Framework. This identifies, measures and mitigates potential risks, including liquidity risk and credit risk inherent in its business model. The risk management policies employed by the Company to manage these risks are summarised below:
The Company captures the different risks it is exposed to through its Risk Management Framework. This identifies, measures and mitigates potential risks, including liquidity risk and credit risk inherent in its business model. The risk management policies employed by the Company to manage these risks are summarised below:
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
4. Financial risk management (continued)
Although the Company has limited liquidity risk, due to the related party loan agreements with Capital Com Investments Limited, the Company monitors the liquidity needs of the firm on a constant basis day-to-day.
The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
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Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. At 31 December 2025, all of the Company's cash deposits were held with Ecommbx.
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
Factors affecting the future tax charges
There is a potential deferred tax asset of £612,657 relating to carried forward losses which the directors have not recognised.
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
Retained earnings includes current period losses.
Details of transactions between the Company and its related parties are disclosed below.
During the period, Capital Com SV Investments Limited incurred costs totalling £466,094 on behalf of the Company
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Capital Com NewCo Limited
Notes to the financial statements
For the period ended 31 December 2025
There were no capital commitments noted as at 31 December 2025.
On 11 February 2026, a new loan facility of £2,500,000 was signed with Capital Com Investments Limited which will be repayable within 5 business days of written notice.
The immediate parent undertaking of the Company as at 31 December 2025 was Capital Com Investments Limited, whose registered address is Vasileiou Makedonos, 8, Kinnis Business Centre, 3rd floor, Limassol, 3040, Cyprus.
The directors consider the ultimate controlling party to beViktor Prokopenya .
The directors consider the ultimate controlling party to be
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