REGISTERED NUMBER: 13689166 (England and Wales)

WINFORTON INVESTMENTS LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

Page

Balance Sheet

1

Notes to the Financial Statements

3

FIXED ASSETS

Investments

4

43,646,196

31,657,333

CURRENT ASSETS

Debtors

5

17,604,733

21,574,521

Cash at bank

270,186

2,291,364

17,874,919

23,865,885

CREDITORS

Amounts falling due within one year

6

12,790,867

8,789,323

NET CURRENT ASSETS

5,084,052

15,076,562

TOTAL ASSETS LESS CURRENT LIABILITIES

48,730,248

46,733,895

PROVISIONS FOR LIABILITIES

764,153

466,677

NET ASSETS

47,966,095

46,267,218

CAPITAL AND RESERVES

Called up share capital

10,000

10,000

Retained earnings

47,956,095

46,257,218

SHAREHOLDERS' FUNDS

47,966,095

46,267,218

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges her responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 13 October 2026 and were signed by:

Mrs S M Blandford - Director

1.	STATUTORY INFORMATION

Winforton Investments Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

13689166

Registered office:

Broad House

1 The Broadway

Old Hatfield

Hatfield

Hertfordshire

AL9 5BG

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, including the provisions of Section 1A applicable to small entities, and the Companies Act 2006.

The financial statements have been prepared under the historical cost convention, modified to include certain investments and derivative financial instruments at fair value.

The financial statements are presented in pounds sterling, which is the company’s functional and presentation currency.

Going concern

The director has a reasonable expectation that the company will continue to operate for the foreseeable future. Accordingly, these financial statements are prepared on the going concern basis.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions which affect the amounts recognised in the financial statements. Actual results may differ from those estimates.

The principal areas involving significant judgement and estimation uncertainty relate to the assessment of impairment of investments carried at cost less impairment and loan receivables.

In assessing whether investments and loan receivables are impaired, the director considers factors including the financial position, economic viability and expected future performance of the underlying investee or borrower, together with its ability to meet its obligations as they fall due.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents amounts receivable from interest on short term bonds and dividends.

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Dividend income is recognised when the right to receive payment is established.

Investments in subsidiary undertakings and associates

Investments in subsidiary undertakings and associates are stated at cost less any provision for impairment. The carrying amounts of investments are reviewed at each reporting date for indicators of impairment and any impairment loss is recognised in profit or loss.

Quoted investments

Quoted investments are shown at fair value. Any aggregate surplus or deficit arising from changes in fair value is recognised in the profit and loss account.

Unquoted investments

Unquoted investments are stated at fair value, where this can be measured reliably. If fair value cannot be reliably determined, they are held at cost less impairment. Changes in value or impairment losses are recognised in the profit and loss account.

Financial instruments

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

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

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

Basic financial assets:

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

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Other financial assets, including investments in equity instruments, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Basic financial liabilities:

Basic financial liabilities, including trade and other payables, and bank loans are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Other financial instruments:

Financial instruments which do not meet the conditions for classification as basic financial instruments are initially recognised at fair value and are subsequently measured at fair value, with changes in fair value recognised in profit or loss, except where otherwise required by FRS 102.

Derivatives:

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in fair value are recognised in the profit and loss account.

The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currency

The financial statements of the Company are presented in Pounds Sterling (£), which is also the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Transactions denominated in foreign currencies are translated into the functional currency using the spot exchange rate at the date of the transaction or an appropriate average rate.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date.

Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.

Exchange differences arising on the settlement and translation of foreign currency transactions and balances are recognised in the profit and loss account.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2024 - 1 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in

Listed

Unlisted

undertakings

associate

investments

investments

Totals

£

£

£

£

£

COST OR VALUATION

At 1 November 2024

500,000

-

20,176,600

10,980,733

31,657,333

Additions

-

-

8,112,815

10,880,893

18,993,708

Disposals

-

-

(8,194,747

)

-

(8,194,747

)

Revaluations

-

-

1,189,902

-

1,189,902

Reclassification/transfer

-

11,486,787

(4,586,787

)

(6,900,000

)

-

At 31 October 2025

500,000

11,486,787

16,697,783

14,961,626

43,646,196

NET BOOK VALUE

At 31 October 2025

500,000

11,486,787

16,697,783

14,961,626

43,646,196

At 31 October 2024

500,000

-

20,176,600

10,980,733

31,657,333

Cost or valuation at 31 October 2025 is represented by:

Shares in

Interest

group

in

Listed

Unlisted

undertakings

associate

investments

investments

Totals

£

£

£

£

£

Valuation in 2022

-

-

1,064,238

-

1,064,238

Valuation in 2023

-

-

11,328

-

11,328

Valuation in 2024

-

-

791,142

-

791,142

Valuation in 2025

-

-

1,189,902

-

1,189,902

Cost

500,000

11,486,787

13,641,173

14,961,626

40,589,586

500,000

11,486,787

16,697,783

14,961,626

43,646,196

Fair value of investments

Listed investments are measured at fair value using quoted market prices at the reporting date.

Shown under shares in group undertakings are:

- 100% of the ordinary share capital of its subsidiary, Rockridge Investments S.A., a corporation incorporated under the laws of the Republic of Panama.

- 55% of the ordinary share capital of its subsidiary, RCH Capital Limited, a company incorporated in England and Wales under the Companies Act 2006.

Shown under interests in associates are:

- 24% of the ordinary share capital of Kactus Technologies Limited, a company incorporated in England and Wales under the Companies Act 2006;

- 24% of the ordinary share capital of Good Life Plus Limited (now Good Life Global Limited), a company incorporated in England and Wales under the Companies Act 2006.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as restated

£

£

Amounts owed by group undertakings

2,352,841

4,904,757

Amounts owed by participating interests

300,000

-

Other debtors

14,951,892

16,669,764

17,604,733

21,574,521

Included within other debtors are convertible loan notes with principal amounts of €100,000, AU$100,000 and £250,000, on which interest accrues at 5%, 8% and 12% per annum respectively. The notes contain rights of conversion into equity in accordance with their respective contractual terms.

Included within other debtors are also loans totalling £650,000 advanced to a third-party borrower. The loans bear interest at 7% per annum during their respective initial two-year terms, increasing to 10% per annum thereafter on amounts remaining unpaid.

Interest at rates ranging from 7% to 15% per annum is charged on the remaining loans receivable totalling £890,000.

Amounts owed by participating interests include a £300,000 convertible loan note advanced to Kactus Technologies Limited.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as restated

£

£

Bank loans and overdrafts

122,959

-

Trade creditors

-

189,828

Taxation and social security

-

3,497

Other creditors

12,667,908

8,595,998

12,790,867

8,789,323

Included within other creditors is a derivative financial liability of £464,775 arising from an outstanding USD/GBP forward foreign exchange contract with a notional amount of US$20 million, due to settle within two months of the reporting date. The contract is measured at fair value using observable market inputs. A net gain of £2,079,662 was recognised in the profit and loss account in respect of derivative contracts during the year.

7.	CAPITAL COMMITMENTS

2025

2024

as restated

£

£

Contracted but not provided for in the

financial statements

11,246,541

10,281,799

At 31 October 2025, the company had uncalled investment commitments of £11,246,541 (2024: £10,281,799) in respect of private equity and other investment funds.

8.	RELATED PARTY DISCLOSURES

At the balance sheet date, £3,255,651 (2024 as restated: £3,125,837) was due to a close family member of the director who is also a participator in the company.

Included within debtors are amounts of £11,700,874 (2024 as restated: £16,134,654) due from entities in which either the director or the participator has a beneficial interest. The balances are unsecured, bear interest at rates of 0%, 3.75%, 5%, 7% or 3% above the Bank of England base rate per annum and are repayable on demand.

Included within creditors falling due within one year are amounts of £8,632,168 (2024 as restated: £4,313,850) due to entities in which either the director or the participator has a beneficial interest. The balances are unsecured, bear interest at rates of 0% or 3.75% per annum and are repayable on demand.