Company Registration No. 09987028 (England and Wales)
ARCTORIS LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
PAGES FOR FILING WITH REGISTRAR
ARCTORIS LTD
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 10
ARCTORIS LTD
BALANCE SHEET
AS AT
28 FEBRUARY 2025
28 February 2025
- 1 -
28 February 2025
29 February 2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
2,153,333
1,952,500
Investments
5
1
1
2,153,334
1,952,501
Current assets
Stocks
216,558
127,910
Debtors
6
694,766
991,526
Cash at bank and in hand
587,732
853,080
1,499,056
1,972,516
Creditors: amounts falling due within one year
7
(1,174,575)
(581,195)
Net current assets
324,481
1,391,321
Total assets less current liabilities
2,477,815
3,343,822
Creditors: amounts falling due after more than one year
8
(167,895)
-
Provisions for liabilities
9
(20,000)
(20,000)
Net assets
2,289,920
3,323,822
Capital and reserves
Called up share capital
11
217
217
Share premium account
11,917,382
11,917,382
Other reserves
2,227,050
2,027,066
Profit and loss reserves
(11,854,729)
(10,620,843)
Total equity
2,289,920
3,323,822
ARCTORIS LTD
BALANCE SHEET (CONTINUED)
AS AT
28 FEBRUARY 2025
28 February 2025
- 2 -
For the financial year ended 28 February 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 10 July 2025 and are signed on its behalf by:
Mr Thomas Fleming
Director
Company registration number 09987028 (England and Wales)
ARCTORIS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 3 -
1
Accounting policies
Company information
Arctoris Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 120E Olympic Avenue, Abingdon, OX14 4SA.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the term of the lease
Plant and equipment
20% straight line
Fixtures and fittings
33% straight line
Computers
50% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
ARCTORIS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 4 -
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
ARCTORIS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 5 -
1.8
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 liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax asset represents the sum of the tax currently repayable.
Current tax
The tax currently repayable is based on taxable loss for the year. Taxable loss differs from net loss as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Tax is repayable as the company has claimed a research and development refund. The company’s asset for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.11
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
ARCTORIS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 6 -
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes methodology. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
ARCTORIS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 7 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
37
35
4
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 March 2024
894,315
2,746,338
57,513
116,414
3,814,580
Additions
4,483
983,552
5,439
993,474
Disposals
(5,990)
(5,271)
(11,261)
At 28 February 2025
898,798
3,723,900
57,513
116,582
4,796,793
Depreciation and impairment
At 1 March 2024
491,814
1,222,977
49,542
97,747
1,862,080
Depreciation charged in the year
142,968
622,828
4,668
21,127
791,591
Eliminated in respect of disposals
(4,940)
(5,271)
(10,211)
At 28 February 2025
634,782
1,840,865
54,210
113,603
2,643,460
Carrying amount
At 28 February 2025
264,016
1,883,035
3,303
2,979
2,153,333
At 29 February 2024
402,501
1,523,361
7,971
18,667
1,952,500
ARCTORIS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 8 -
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
1
1
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
303,936
272,074
Corporation tax recoverable
4,309
4,309
Amounts owed by group undertakings
134,919
80,446
Other debtors
251,602
634,697
694,766
991,526
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
440,901
170,454
Corporation tax
4,309
4,309
Other taxation and social security
154,855
97,597
Other creditors
574,510
308,835
1,174,575
581,195
8
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
167,895
9
Provisions for liabilities
2025
2024
£
£
Dilapidations provision
20,000
20,000
10
Operating lease commitments
ARCTORIS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
10
Operating lease commitments
(Continued)
- 9 -
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2025
2024
£
£
Total commitments
498,848
592,382
11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
1,868,862
1,868,862
187
187
Deferred shares of 0.01p each
303,000
303,000
30
30
2,171,862
2,171,862
217
217
The ordinary shares of 0.01p have full right to a dividend, for voting at general meeting, for the passing of written resolutions and upon winding up.
The deferred shares have no right to a dividend. The holders of those deferred shares have no right to receive notice of, or vote at, or speak at a general meeting of the members. The holders of the deferred shares have no right to receive, or vote on, or be considered an eligible member for the purposes of, the passing of written resolutions of the company.
Upon winding up, or capital reduction (but not purchase of own shares), the distribution of assets after payment of all liabilities is paid first to the holders of the deferred shares, but such payment is limited to £1 on the whole class of deferred shares. The balance of distributions is then shared between the holders of ordinary shares in accordance with the proportion of said shares held.
12
Share-based payment transactions
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 March 2024
223,700
656,093
0.86
0.25
Granted
71,539
5,000
5.51
5.18
Forfeited
9.94
0.0001
Exercised
0.0001
Outstanding at 28 February 2025
293,447
223,700
1.97
0.86
Exercisable at 28 February 2025
202,000
202,000
0.0001
0.0001
ARCTORIS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 10 -
13
Related party transactions
At the year end, the company owed a director £8,622 (2024: £8,622). No interest has been charged on this amount and there is no fixed date for repayment, other than it is repayable on demand.
At the year end, a director owed the company £NIL (2024: £12,768). This amount is unsecured with no fixed repayable terms. Interest has been charged in line with the official rate of interest on the loan amounting to £NIL (2024: £142).
During the year, a loan of £12,959 previously made to a director was written off. The value of the write-off was treated as employment income. The full amount has been recognised in the profit and loss account as part of staff costs.