Caseware UK (AP4) 2025.0.111 2025.0.111 2025-12-312025-12-3117No description of principal activitytruetrue2025-01-01false15falsefalsefalse 03639550 2025-01-01 2025-12-31 03639550 2024-01-01 2024-12-31 03639550 2025-12-31 03639550 2024-12-31 03639550 2024-01-01 03639550 5 2025-01-01 2025-12-31 03639550 5 2024-01-01 2024-12-31 03639550 d:Exceptional 2025-01-01 2025-12-31 03639550 d:Exceptional 2024-01-01 2024-12-31 03639550 e:CompanySecretary1 2025-01-01 2025-12-31 03639550 e:Director1 2025-01-01 2025-12-31 03639550 e:Director2 2025-01-01 2025-12-31 03639550 e:Director3 2025-01-01 2025-12-31 03639550 e:RegisteredOffice 2025-01-01 2025-12-31 03639550 d:Buildings d:LongLeaseholdAssets 2025-01-01 2025-12-31 03639550 d:Buildings d:LongLeaseholdAssets 2025-12-31 03639550 d:Buildings d:LongLeaseholdAssets 2024-12-31 03639550 d:OfficeEquipment 2025-01-01 2025-12-31 03639550 d:OfficeEquipment 2025-12-31 03639550 d:OfficeEquipment 2024-12-31 03639550 d:OfficeEquipment d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 03639550 d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 03639550 d:CurrentFinancialInstruments 2025-12-31 03639550 d:CurrentFinancialInstruments 2024-12-31 03639550 d:CurrentFinancialInstruments d:WithinOneYear 2025-12-31 03639550 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 03639550 f:UnitedKingdom 2025-01-01 2025-12-31 03639550 f:UnitedKingdom 2024-01-01 2024-12-31 03639550 f:RestEuropeOutsideUK 2025-01-01 2025-12-31 03639550 f:RestEuropeOutsideUK 2024-01-01 2024-12-31 03639550 f:RestWorldOutsideUK 2025-01-01 2025-12-31 03639550 f:RestWorldOutsideUK 2024-01-01 2024-12-31 03639550 d:UKTax 2025-01-01 2025-12-31 03639550 d:UKTax 2024-01-01 2024-12-31 03639550 d:ShareCapital 2025-12-31 03639550 d:ShareCapital 2024-12-31 03639550 d:ShareCapital 2024-01-01 03639550 d:SharePremium 2025-12-31 03639550 d:SharePremium 2024-12-31 03639550 d:SharePremium 2024-01-01 03639550 d:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 03639550 d:RetainedEarningsAccumulatedLosses 2025-12-31 03639550 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 03639550 d:RetainedEarningsAccumulatedLosses 2024-12-31 03639550 d:RetainedEarningsAccumulatedLosses 2024-01-01 03639550 e:OrdinaryShareClass1 2025-01-01 2025-12-31 03639550 e:OrdinaryShareClass1 2025-12-31 03639550 e:OrdinaryShareClass1 2024-12-31 03639550 e:OrdinaryShareClass2 2025-01-01 2025-12-31 03639550 e:OrdinaryShareClass2 2025-12-31 03639550 e:OrdinaryShareClass2 2024-12-31 03639550 e:FRS102 2025-01-01 2025-12-31 03639550 e:Audited 2025-01-01 2025-12-31 03639550 e:FullAccounts 2025-01-01 2025-12-31 03639550 e:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 03639550 g:PoundSterling 2025-01-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 03639550










AFRY CAPITAL LIMITED







 

DIRECTORS' REPORT AND FINANCIAL STATEMENTS
 
FOR THE YEAR ENDED 31 DECEMBER 2025

 
AFRY CAPITAL LIMITED
 

COMPANY INFORMATION


Directors
T W S Blake 
M J Keegan 
S Bowhay 




Company secretary
C Mason



Registered number
03639550



Registered office
4 Millbank
3rd Floor

London

SW1P 3JA




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

201 Cumnor Hill

Cumnor

Oxford

Oxfordshire

OX2 9PJ





 
AFRY CAPITAL LIMITED
 

CONTENTS



Page
Directors' report
1 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 23


 
AFRY CAPITAL LIMITED
 

 
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.

This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006. The principal activity of the Company is the provision of corporate finance advisory services.

Directors

The Directors who served during the year were:

T W S Blake 
M J Keegan 
S Bowhay 

Directors' responsibilities statement

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the Directors are required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgements 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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 1

 
AFRY CAPITAL LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Business review

The Company provides corporate finance and advisory services in the bio-industry, packaging, industrial and energy & infrastructure sectors, advising on cross border M&A transactions for corporates and financial investors.

The Company is authorised and regulated by the Financial Conduct Authority (FCA). 

During 2025 continued weakness in mid-market M&A in Europe affected the performance of the Company.  Although the Company continues to secure attractive mandates, transactions are taking longer to close than usual which resulted in a lower level of reported income.

The Company generated fee income of £1,164,532 for the year ended 31 December 2025 (2024:  £2,211,460). During the year a dividend of £nil (2024: nil) was paid and net assets of the Company have decreased to £810,312 as at 31 December 2025 (2024:  £2,052,414).  The Statement of Comprehensive Income, Balance Sheet and the order book of advisory mandates provide the key performance indicators to the Directors.

Governance
The Company is wholly owned by the AFRY Group and operates within the governance framework of the AFRY Group. It also has its own established governance framework, with terms of reference for the Board and an organisation structure, with delegated authorities and responsibilities.

Risk Management
The Board is responsible for risk and is responsible for oversight of the risk management process. The Board has considered the principal risks facing the Company and the exposure in relation to each of those risks.
 
Risk management is an integral part of the AFRY Group’s business management and internal controls framework. The aim of risk management is to enable the achievement of strategic and financial objectives and targets in a controlled manner. The AFRY Group’s risk management consists of a coordinated set of activities to identify, evaluate, treat and control all major risk areas of the AFRY Group in a systematic and proactive manner. 
 
Risks are addressed by the Board in accordance with the following major risk categories – external risks and internal risks identified as strategic risks, operational risks and financial risks.  Principle areas of risk are summarised below:

Business Risks
The success of the business primarily depends on the collection of transaction success fees. The buoyancy of the global M&A market, competition, general economic conditions and trends in our sectors of focus are all influences on the potential for winning and closing transactions. Other important factors are the retention and recruitment of senior and junior staff. Recently the Company has broadened its sector focus to mitigate some of these risks.

Credit Risk
The Company's only credit exposure is to debtors, which are frequently monitored for size and age. The balances with other companies within the AFRY Group have minimal credit risk. The nature of the Company's business and counterparties means that it is not exposed to significant credit risk.
 
Page 2

 
AFRY CAPITAL LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


Market Risk
The objective of the Company's market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns.

The Company is exposed to currency risk in respect of income and cash balances denominated in a currency other than Sterling. The Company's exposure is kept to an acceptable level by managing the level of non-sterling cash balances. Material non-sterling receivable balances are hedged as appropriate using forward FX contracts that are defined as derivative financial instruments and as such when revalued have any profit or loss recognised in the Statement of Comprehensive Income. There were no open FX contracts as at 31 December 2025 and 31 December 2024.

Regulatory & Compliance Risk
The financial services industry remains closely regulated and the UK regulators may take actions that could result in changes to industry practices. The Company monitors the regulatory environment closely to respond proactively to changes and reduce risks to the business.

There are formal AFRY Group compliance and internal audit functions. These departments conduct monitoring of various business areas and control procedures. Any issues of significance are brought to the attention of the Board. Planned corrective actions are independently monitored for timely completion.

Liquidity Risk
The Company's policy throughout the year has been to maintain sufficient liquidity in line with FCA regulations as a minimum. The aim is to maintain an appropriate capital base to support the development of its business and to meet regulatory capital requirements at all times. The liquidity of the business depends on securing success fees which are small in number and high in value. The liquidity of the Company would be at risk if sufficient success fees were not generated. In any year, should insufficient success fees be generated then the Company may need to seek parental support and address its cost base. The Board monitors the level of dividends to the parent. There has been no change to the Company's approach to capital management during the year.

The Directors have reviewed the capital and cash positions of the business for the next 12 months and are comfortable that the forecasts, coupled with available support from the parent company should this be required, are adequate to support their assessment that the Company can continue as a going concern.

Page 3

 
AFRY CAPITAL LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Results and dividends

The loss for the year, after taxation, amounted to £1,242,102 (2024 - loss £502,049).

The results for the year are set out in the profit and loss account on page 8. The Directors do not recommend payment of a final dividend (2024: £nil). 

Directors' statement of compliance with section S172(1)
AFRY Capital is a member of the AFRY Group (www.afry.com). AFRY’s mission is to accelerate the transition to a sustainable society. Its values are expressed as follows:

Brave
We think big and encourage entrepreneurship to increase value. Challenging each other and making bold decisions, always taking a stand for what we believe in.

Devoted
We have a unique mix of competences and we are all passionate within our field. Sharing our expertise and insights to make a difference, we are driven by our curiosity to grow and learn more.

Team players
We share ideas and collaborate across borders to seize new opportunities. Challenging, supporting and bringing out the best in each other, we believe in the power of differences.

In its day-to-day activity and reflecting the AFRY values, the Company respects the interests of its clients, vendors, stakeholders and its environment. We work with clients to create value and solutions for a sustainable future. We partner with trusted vendors on a long term basis. The Company places great importance in employee engagement. Regular employee engagement surveys are conducted. We aim to create inclusive and diverse teams with deep sector knowledge, encourage entrepreneurship, share expertise, collaborate and support our employees.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, James Cowper Kreston Audit, 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.
 





T W S Blake
Director

Date: 23 April 2026
Page 4

 
AFRY CAPITAL LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AFRY CAPITAL LIMITED
 

Opinion


We have audited the financial statements of AFRY Capital Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the 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 our opinion the financial statements:


∙give a true and fair view of the state of the Company's affairs as at 31 December 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.


Basis for opinion


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.


Conclusions relating to going concern


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.


Other information


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.


Page 5

 
AFRY CAPITAL LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AFRY CAPITAL LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has 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.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Responsibilities of Directors
 

As explained more fully in the Directors' responsibilities statement set out on page 1, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
AFRY CAPITAL LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AFRY CAPITAL LIMITED (CONTINUED)


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.


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.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Enquiry of management and those charged with governance to identify any material instances of noncompliance with laws and regulations;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations, including the FCA;
∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


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.


Use of our 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.




James Pitt BA BFP FCA (Senior Statutory Auditor)
for and on behalf of
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor
201 Cumnor Hill
Cumnor
Oxford
Oxfordshire
OX2 9PJ

23 April 2026
Page 7

 
AFRY CAPITAL LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 5 
1,164,532
2,211,460

Sub consulting fees payable externally
  
(29,520)
(23,567)

Sub consulting fees payable to group undertakings
  
(44,055)
(1,456)

Gross profit
  
1,090,957
2,186,437

Administrative expenses
  
(2,797,489)
(2,736,359)

Operating loss
 6 
(1,706,532)
(549,922)

Interest receivable and similar income
 10 
43,478
97,116

Interest payable and similar expenses
 11 
(4,048)
(15,484)

Loss before tax
  
(1,667,102)
(468,290)

Tax on loss
 12 
425,000
(33,759)

Loss for the financial year
  
(1,242,102)
(502,049)

Other comprehensive income for the year
  

Total comprehensive income for the year
  
(1,242,102)
(502,049)

The notes on pages 12 to 23 form part of these financial statements.
Page 8

 
AFRY CAPITAL LIMITED
REGISTERED NUMBER: 03639550

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
6,500
12,289

Current assets
  

Stock - work in progress
 14 
2,554
40,955

Debtors: amounts falling due within one year
 15 
1,018,581
2,631,792

  
1,021,135
2,672,747

Creditors: amounts falling due within one year
 17 
(217,323)
(632,622)

Net current assets
  
 
 
803,812
 
 
2,040,125

Total assets less current liabilities
  
810,312
2,052,414

  

Net assets
  
810,312
2,052,414


Capital and reserves
  

Called up share capital 
 18 
912,600
912,600

Share premium account
  
53,200
53,200

Profit and loss account
  
(155,488)
1,086,614

  
810,312
2,052,414


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




T W S Blake
Director

Date: 23 April 2026

The notes on pages 12 to 23 form part of these financial statements.
Page 9

 
AFRY CAPITAL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
912,600
53,200
1,588,663
2,554,463



Loss for the year
-
-
(502,049)
(502,049)



At 1 January 2025
912,600
53,200
1,086,614
2,052,414



Loss for the year
-
-
(1,242,102)
(1,242,102)


At 31 December 2025
912,600
53,200
(155,488)
810,312


The notes on pages 12 to 23 form part of these financial statements.
Page 10

 
AFRY CAPITAL LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(1,242,102)
(502,049)

Adjustments for:

Depreciation of tangible assets
7,635
6,354

Interest paid and bank charges
4,048
15,484

Interest received
(43,478)
(97,116)

Tax (credit)/charge
(425,000)
33,759

Decrease/(increase) in stocks
38,401
(27,204)

Decrease in debtors
590,627
1,518,923

(Decrease) in creditors
(409,126)
(904,907)

Corporation tax received/(paid)
-
(107,938)

Net cash generated from operating activities

(1,478,995)
(64,694)


Cash flows from investing activities

Purchase of tangible fixed assets
(1,846)
-

Interest received
43,478
97,116

Net cash from investing activities

41,632
97,116

Cash flows from financing activities

Interest paid and bank charges
(4,048)
(15,484)

Cash transferred to group cash pool
1,441,411
(16,938)

Net cash used in financing activities
1,437,363
(32,422)

Net increase in cash and cash equivalents
-
-

Cash and cash equivalents at the end of year
-
-



The notes on pages 12 to 23 form part of these financial statements.

Page 11

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

AFRY Capital Limited ("the Company") is a private company limited by shares and is incorporated and domiciled in England. The address of its registered office is 4 Millbank, 3rd Floor, London, SW1P 3JA. 


2.


Statement of compliance

The individual financial statements of AFRY Capital Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, “The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland” (“FRS 102”) and the Companies Act 2006.

3.Accounting policies

 
3.1

Basis of preparation of financial statements

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 management to exercise judgement in applying the Company's accounting policies (see note 4).

The Company’s liquidity and regulatory capital position depends on the receipt of success fees which are small in number and high in value. The timing and certainty of these success fees is difficult to predict accurately, particularly in poor market conditions. A minimum level of regulatory capital and appropriate liquidity are both essential for the operation of the business.

The following principal accounting policies have been applied:

 
3.2

Going concern

The Directors have reviewed the capital and cash positions of the business for the next 12 months and are comfortable that the forecasts, coupled with available support from the parent company should this be required, are adequate to support their assessment that the Company can continue as a going concern.

 
3.3

Financial Reporting Standard 102 - reduced disclosure exemptions

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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.

This information is included in the consolidated financial statements of AFRY AB as at 31 December 2025 and these financial statements may be obtained from Frösundaleden 2A SE-169 99 Stockholm.

Page 12

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Accounting policies (continued)

  
3.4

Foreign currencies

Functional and presentational currency

The Company’s functional and presentational currency is Pounds Sterling.

Transactions and balances

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. At each period end monetary assets and liabilities expressed in foreign currencies are converted to Sterling at the rates of exchange ruling at the balance sheet date.  Differences on foreign exchange gains and losses are included in the profit and loss account for the period.  Exposure to movements in foreign exchange rates are hedged where appropriate using forward contracts.

  
3.5

Revenue

Revenue is measure at the fair value of the consideration received/receivable and represents the amount receivable for services rendered, net of value added taxes.

Success fees are recognised and reported as revenue when, under the terms of each engagement, they are unconditionally due.

Interest income is recognised using the effective interest rate method.

  
3.6

Interest receivable and payable

Interest receivable is earned on surplus cash balances and to the extent that balances are overdrawn interest then becomes payable.

 
3.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
3.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.


Page 13

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Accounting policies (continued)

 
3.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Leasehold improvements
-
Remaining life of lease
Office furniture & equipment
-
3-8 years

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.

  
3.10

Impairment of non-financial assets

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 if 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 the 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 discount rate that represents the current market risk-free rate and the risks inherent in the asset.

If the recoverable amount of the asset is estimated to be lower that the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit and loss.

If an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

  
3.11

Stocks - work in progress

Stocks - work in progress represents recoverable expenses incurred in connection with advisory assignments.

 
3.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 14

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Accounting policies (continued)

  
3.13

Cash and cash equivalents

Cash, for the purpose of the cash flow statement, comprises cash in hand and deposits repayable on demand, less overdrafts repayable on demand.

 
3.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

  
3.15

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

  
3.16

Distributions to equity holders

Dividends and other distributions to the Company’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the Company’s shareholders. These amounts are recognised in the statement of changes in equity.

 
3.17

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


4.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements have had the most significant effects on amounts recognised in the financial statements. 

Current and deferred tax

The Company establishes provisions based on reasonable estimates. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

Page 15

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Turnover

Turnover, which includes foreign exchange gains and losses and excludes VAT, represents fees earned during the year together with the invoiced value of short term contracts completed in the year. Turnover also includes expenses reimbursed from clients. 

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
398,965
531,248

Rest of Europe
488,494
1,465,220

Rest of the world
277,073
214,992

1,164,532
2,211,460


The whole of the turnover is attributable to the provision of corporate finance advisory services.


6.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Depreciation and amortisation
7,635
6,354

Exchange differences
2,039
10,406


7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2025
2024
£
£

Fees payable to the Company's auditor and its associates in respect of:

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
10,600
10,200

All other services
2,000
1,900

Page 16

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Employees

Staff costs, including Directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
1,524,869
1,487,351

Social security costs
226,531
196,647

Cost of defined contribution scheme
127,197
138,539

1,878,597
1,822,537


The average monthly number of employees, including the Directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administration
2
2



Professional
13
15

15
17


9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
394,058
741,166


The highest paid Director received remuneration of £198,382 (2024 - £367,802).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £NIL (2024 - £NIL).


10.


Interest receivable

2025
2024
£
£


Other interest receivable
43,478
97,116

Page 17

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Interest payable and similar expenses

2025
2024
£
£


Bank charges
2,344
1,795

Other interest payable
1,704
13,689

4,048
15,484

12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
(408,787)
-

Adjustments in respect of previous periods
(16,213)
(39,743)


(425,000)
(39,743)


Total current tax
(425,000)
(39,743)

Deferred tax


Origination and reversal of timing differences
-
73,502

Total deferred tax
-
73,502


Tax on loss
(425,000)
33,759
Page 18

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(1,667,102)
(468,290)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(416,776)
(117,073)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
9,375
7,127

Capital allowances for year in excess of depreciation
-
1,043

Adjustments to tax charge in respect of prior periods
(16,213)
(39,743)

Tax losses sold at value
(408,787)
-

Deferred tax movement
-
73,502

Other timing differences
1,456
(5,825)

Deferred tax asset not recognised
405,945
114,728

Total tax charge for the year
(425,000)
33,759

During the year, the Company entered into an arrangement with another group undertaking for the transfer of tax losses. The losses were sold for £425,000 (2024: £nil) in accordance with UK group relief provisions and relevant tax legislation. 


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Tangible fixed assets


Long-term leasehold property
Office equipment & Furniture
Total

£
£
£



Cost or valuation


At 1 January 2025
4,249
65,945
70,194


Additions
-
1,846
1,846


Disposals
(85)
-
(85)



At 31 December 2025

4,164
67,791
71,955



Depreciation


At 1 January 2025
4,249
53,656
57,905


Charge for the year on owned assets
-
7,635
7,635


Disposals
(85)
-
(85)



At 31 December 2025

4,164
61,291
65,455



Net book value



At 31 December 2025
-
6,500
6,500



At 31 December 2024
-
12,289
12,289

Page 20

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Stocks - work in progress

2025
2024
£
£

Work in progress
2,554
40,955



15.


Debtors: amounts falling due within one year

2025
2024
£
£


Trade debtors
88,452
636,514

Amounts owed by group undertakings
425,000
82,414

Cash pool account with group undertaking
287,088
1,734,672

Other debtors
18,341
-

Prepayments and accrued income
84,972
63,464

Tax recoverable
114,728
114,728

1,018,581
2,631,792


Trade debtors are stated after provisions for impairment of £Nil (2024: £Nil)

The amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.


16.


Cash and cash equivalents



The Company operates a cash pool account arrangement where all of its cash balance is held with a third party bank but controlled by the parent company AFRY AB. The balance on the account at 31 December 2025 is £287,088 (2024: £1,734,672) as disclosed in Note 15. 


17.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
51,336
62,141

Amounts owed to group undertakings
57,455
98,080

Other taxation and social security
55,345
128,003

Accruals and deferred income
53,187
344,398

217,323
632,622


The amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Page 21

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



905,000 (2024 - 905,000) 'A' shares of £1.00 each
905,000
905,000
7,600 (2024 - 7,600) 'B' shares of £1.00 each
7,600
7,600

912,600

912,600

The A and B shares are separate classes of shares but rank pari passu in all respects with the exception that B shares are redeemable by the Company and A shares are not redeemable. Both hold dividend rights on a relative percentage basis.



19.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £127,197 (2024: £138,539). Contributions totalling £Nil (2024: £Nil) were payable to the fund at the balance sheet date.


20.
Related party transactions


Income 
Income 
Amounts owed to the Company
Amounts owed to the Company

2025
2024
2025
2024

Related party
Transaction type
£
£
£
£

AFRY Management Consulting Oy
Sub Consulting income
313,107
95,205
-
-

AFRY Management Consulting Oy
Expenses Recharged
-
30
-
-

 AFRY Solutions UK Limited
Expenses Recharged
3,580
4,896
-
5,875

 AFRY Management Consulting Limited
Expenses Recharged
369
52,339
-
28,958

 AFRY Management Consulting Limited
Sub Consulting income
-
58,937
-
-

 AFRY Management Consulting Limited
Payment for group tax relief
425,000
-
425,000
-

 AFRY Management Consulting AG
Sub Consulting income
9,000
-
-
-

AFRY Management Consulting GmbH
Sub Consulting income
3,199
-
-
-

AFRY Management Consulting Inc.
Sub Consulting income
26,886
47,270
-
47,581

 AFRY Management Consulting S.r.l.
Sub Consulting income
59,035
-
-
-

AFRY AB
Interest Income
43,478
97,116
-
-
Page 22

 
AFRY CAPITAL LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.Related party transactions (continued)


Costs
Costs
Amounts owed by the Company
Amounts owed by the Company

2025
2024
2025
2024

Related party
Transaction type
£
£
£
£

Ermgassen & Co Ltd*
Fee Sharing 
29,520
23,566
-
-

AFRY Management Consulting Oy
Sub Consulting expense
47,915
-
-
-

AFRY Management Consulting Oy
Expenses recharged
8,714
4,972
-
-

AFRY AB
Expenses recharged
13,838
13,044
11,459
13,609

AFRY AB
Service & Royalty Fee
91,212
118,236
-
-

AFRY Management Consulting Limited
Expenses recharged
376,252
394,415
46,132
84,203

AFRY Management Consulting Limited
Service Fee 
71,690
42,299
-
-

AFRY Management Consulting AG
Expenses recharged
42,114
39,988
-
-

AFRY Management Consulting GmbH
Sub Consulting expense
2,961
-
-
-

AFRY Management Consulting Inc.
Expenses recharged
-
1,476
-
1,476

*a company whose Director was also an employee of the Company.

AFRY AB controlled the cash pool account of £287,088 (2024: £1,734,672).



21.


Controlling party

AFRY AB is the parent undertaking of the largest and smallest group of undertakings to consolidate these financial statements at 31 December 2025.  The consolidated financial statements of this company are available to the public and may be obtained from Frösundaleden 2A SE-169 99 Stockholm.

Page 23