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REGISTERED NUMBER: 12514369 (England and Wales)













FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

ARIA SYSTEMS UK LIMITED

ARIA SYSTEMS UK LIMITED (REGISTERED NUMBER: 12514369)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


ARIA SYSTEMS UK LIMITED

COMPANY INFORMATION
for the Year Ended 31 December 2023







DIRECTOR: T Dibble





REGISTERED OFFICE: 10 John Street
London
WC1N 2EB





REGISTERED NUMBER: 12514369 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

ARIA SYSTEMS UK LIMITED (REGISTERED NUMBER: 12514369)

BALANCE SHEET
31 December 2023

31.12.23 31.12.22
Notes £    £   
CURRENT ASSETS
Debtors 4 513,190 285,146
Cash at bank 24,461 9,598
537,651 294,744
CREDITORS
Amounts falling due within one year 5 305,913 161,494
NET CURRENT ASSETS 231,738 133,250
TOTAL ASSETS LESS CURRENT
LIABILITIES

231,738

133,250

CAPITAL AND RESERVES
Called up share capital 6 100 100
Other reserves 7 8,901 5,126
Retained earnings 7 222,737 128,024
SHAREHOLDERS' FUNDS 231,738 133,250

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 Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 1 October 2024 and were signed by:





T Dibble - Director


ARIA SYSTEMS UK LIMITED (REGISTERED NUMBER: 12514369)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Aria Systems UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
The Company has obtained a letter of support from the parent company, Aria Systems Holdings Inc.. The directors of Aria Systems Holdings Inc. have provided a commitment to provide any financial support which may be necessary in order for the company to meet liabilities as they fall due, being a period in excess of 12 months and 1 day from the signing of the audit report.

The Company's parent has experienced losses since its inception and has relied on debt and equity financing to fund operations. As at December 31, 2023, the Company's parent had an accumulated deficit of $212,376,426 and expects to incur additional losses from operations and net cash outflows in 2024.

Management continues to focus its efforts on increasing revenue, managing expenditures and securing additional financing if necessary. However, if the company does not generate sufficient operating cash flows, additional debt or equity financing may be required. There is no assurance that if the Company requires additional financing, the financing will be available in the future on terms acceptable to the Company, or at all.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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 is calculated on a cost plus basis, and is recharged to a fellow group undertaking.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

ARIA SYSTEMS UK LIMITED (REGISTERED NUMBER: 12514369)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share-based payments
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The share based payment expense is recognised on a reasonable allocation of the group expense.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 12 (2022 - 10 ) .

4. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Amounts owed by group undertakings 422,450 230,457
Other debtors 90,740 54,689
513,190 285,146

5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade creditors 4,246 5,579
Taxation and social security 135,361 73,879
Other creditors & accruals 166,306 82,036
305,913 161,494

ARIA SYSTEMS UK LIMITED (REGISTERED NUMBER: 12514369)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

6. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: £    £   
100 Ordinary £1 100 100

7. RESERVES
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2023 128,024 5,126 133,150
Profit for the year 92,771 92,771
Share option charge - 6,469 6,469
Forfeitures - (752 ) (752 )
Exercised 1,942 (1,942 ) -
At 31 December 2023 222,737 8,901 231,638

The other reserves relates entirely to share options.

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Emma Crowley (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statements contained within our audit report as included within the full financial statements:-

"Material uncertainty relating to going concern
We draw attention to note 2 of the financial statements which states that the Directors have prepared the financial statements on the going concern basis as a result of group company support.

However Aria Systems Holdings Inc may need additional funding to enable it to provide that support. The ability to raise such additional funding is uncertain. This gives rise to a material uncertainty which may cast doubt as to the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Emphasis of matter
As a result of the material uncertainty above, we draw attention to an intercompany debtor of £422,450 on the balance sheet. The recoverability of this debt is contingent on the group sourcing additional funding. Our opinion is not modified in respect of this matter.

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 a Report of the Auditors 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."

ARIA SYSTEMS UK LIMITED (REGISTERED NUMBER: 12514369)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

9. ULTIMATE PARENT COMPANY

The ultimate parent company is Aria Systems Holdings Inc., a company incorporated in the United States of America. Consolidated financial statements are available from their registered office at 100 Pine Street, Suite 2450, San Francisco, CA 94132. Aria Systems Holdings Inc. is the largest and only group company to prepare consolidated financial statements.

10. SHARE BASED PAYMENT TRANSACTION

At the year end the company has equity settled share options with its employees. The equity offered is that of the ultimate parent company Aria Systems Holdings Inc.

Under the share option plan, the term of newly issued options is 4 years.

There were 505,000 (2022: 190,000) options outstanding at the start of the period. During the period, 295,000 (2022: 315,000) options were issued, 45,000 (2022: NIL) were forfeited, 75,000 (2022: NIL) were exercised and 680,000 (2022: 505,000) were outstanding at the end of the year.

During the period, the charge relating to options still vesting is £6,470 (2022: £3,761). The share based payment expense is recognised on a reasonable allocation of the group expense.