REGISTERED NUMBER: 07358038 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Northrow Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

A N Doyle

Dr M E A Goward

D Stoimenou

REGISTERED OFFICE:

First Floor

85 Great Portland Street

London

W1W 7LT

REGISTERED NUMBER:

07358038 (England and Wales)

ACCOUNTANTS:

Oculus Accountancy Limited

Chartered Accountants

83 Victoria Street

London

SW1H 0HW

FIXED ASSETS

Intangible assets

4

2,732

2,732

Tangible assets

5

6,728

5,417

Investments

6

856,279

856,279

865,739

864,428

CURRENT ASSETS

Debtors

7

559,082

737,513

Cash at bank

320,127

315,120

879,209

1,052,633

CREDITORS

Amounts falling due within one year

8

(1,569,747

)

(2,650,779

)

NET CURRENT LIABILITIES

(690,538

)

(1,598,146

)

TOTAL ASSETS LESS CURRENT LIABILITIES

175,201

(733,718

)

CREDITORS

Amounts falling due after more than one year

9

(6,284,675

)

(3,111,676

)

NET LIABILITIES

(6,109,474

)

(3,845,394

)

CAPITAL AND RESERVES

Called up share capital

34,217

34,217

Share premium

11

11,284,671

11,284,671

Other reserves

11

411,673

331,444

Retained earnings

11

(17,840,035

)

(15,495,726

)

SHAREHOLDERS' FUNDS

(6,109,474

)

(3,845,394

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their 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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 March 2025 and were signed on its behalf by:

A N Doyle - Director

1.	STATUTORY INFORMATION

Northrow 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

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 "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

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

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life

cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

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:

Plant and machinery - 1-2 years

Fixtures and fittings - 5 years

Computer equipment - 3 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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 33 (2023 - 38 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 December 2024

2,732

NET BOOK VALUE

At 31 December 2024

2,732

At 31 December 2023

2,732

5.	TANGIBLE FIXED ASSETS

Fixtures

office

and

Computer

equipment

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2024

8,972

6,182

86,512

101,666

Additions

-

-

1,108

1,108

At 31 December 2024

8,972

6,182

87,620

102,774

DEPRECIATION

At 1 January 2024

8,972

5,921

81,356

96,249

Charge for year

-

205

(408

)

(203

)

At 31 December 2024

8,972

6,126

80,948

96,046

NET BOOK VALUE

At 31 December 2024

-

56

6,672

6,728

At 31 December 2023

-

261

5,156

5,417

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

856,279

NET BOOK VALUE

At 31 December 2024

856,279

At 31 December 2023

856,279

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

403,386

391,991

Other debtors

155,696

345,522

559,082

737,513

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

336,423

387,449

Amounts owed to group undertakings

252,415

219,753

Taxation and social security

386,862

133,613

Other creditors

594,047

1,909,964

1,569,747

2,650,779

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Other creditors

6,284,675

3,111,676

10.

LOANS

An analysis of the maturity of loans is given below:

31.12.24

31.12.23

£

£

Amounts falling due within one year or on demand:

Convertible Loan Notes

-

1,288,579

Amounts falling due between one and two years:

Convertible Loan Notes

-

351,676

Amounts falling due between two and five years:

Convertible Loan Notes

6,284,675

2,760,000

On 7th July 2017 debenture loan notes with a value of £990,000 were issued and are repayable in July 2027.£540,000 of this loan is owed to Maven Capital Partners UK LLP, a floating and fixed charge against all the property or undertaking of the company was registered against this loan on 10 January 2024

On 19th April 2022 Convertible Loan Notes with a value of £1,500,000 were issued, this loan matures in April 2027. On 13th December 2022 Convertible Loan Notes with a value of £600,000 were issued, a further £85,000 of Convertible Loan notes were issued on 30th January 2023, these loan notes matures in December 2027.

On 25th July 2023 Convertible Loan Notes with a value of £520,000 were issued, a further £55,000 of Convertible Loan notes were issued on 4th October, these loan notes matures in July 2028.

On 10th January 2024 Loan Notes with a value of £1,000,000 were issued, these loan notes mature in January 2027.A further Loan with a value of £500,000 was issued on 15 June 2024, this loan matures on 9th January 2027.

11.

RESERVES

Retained

Share

Other

earnings

premium

reserves

Totals

£

£

£

£

At 1 January 2024

(15,495,726

)

11,284,671

331,444

(3,879,611

)

Deficit for the year

(2,344,309

)

(2,344,309

)

Bonus share issue

-

-

80,229

80,229

At 31 December 2024

(17,840,035

)

11,284,671

411,673

(6,143,691

)

12.	SHARE CAPITAL

2023

2022

Allotted, called up and fully paid

£

£

355,384 Ordinary A shares of £0.01 each

3,554

3,554

821,275 Ordinary B shares of £0.01 each

8,213

8,213

1,021,527 Ordinary D1 shares of £0.01 each

10,215

10,215

34,199 Ordinary D2 shares of £0.01 each

342

342

142,623 Ordinary E1 shares of £0.01 each

11,426

11,426

46,691 Ordinary E2 shares of £0.01

467

467

Total

34,217

34,217

All shares rank pari passu with respect to voting rights. The equity shares have a right to a preferential 'ab' dividend ahead of the payment of any other dividend to any members. On a return of assets on liquidation or capital reduction or otherwise, the surplus assets of the company after payment of liabilities shall be applied firstly to the holders of the 'D' ordinary shares and amount per 'D' ordinary share equal to the issue price of such 'D' ordinary share and in paying to the holders of the 'A' ordinary, 'B' ordinary, and 'E' ordinary shares £1.00 in aggregate (as if the were the same class of shares); secondly, in the event capital proceeds are insufficient to return to each of the holders of the 'E' ordinary shares an amount equal to or more than the issue price per 'E' ordinary share (a) in paying to the holders of the 'E' ordinary shares an amount per 'E' ordinary share held equal to the issue price and (b) in paying to the holders of the 'A' ordinary shares, 'B' ordinary shares, and 'D' ordinary shares £1.00 in aggregate (as if they constituted the same call of shares); or in the event capital proceeds are sufficient to return to each of the holders of the 'E' ordinary shares an amount equal to or more than the issue price per 'E' ordinary share, in paying the surplus remaining (if any) to each member holding equity shares (pari passu as if the same constituted one class of share); finally, and only in the event article 4.1.2(a) applies, (a) in paying the surplus capital proceeds (less £1.00) to the holders of the 'A' ordinary shares, 'B' ordinary shares and 'd' ordinary shares (pari passu as if they constituted the same class) and (b) in paying to the holders of the 'e' ordinary shares £1.00 in aggregate. These shares hold no rights of redemption.