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Registered number: 06805506
Arda Capital Limited
Strategic Report, Directors' Report and
Financial Statements
For The Year Ended 31 March 2025
Stephen Hill Partnership (holdings) Ltd
Contents
Page
Company Information 1
Strategic Report 2
Directors' Report 3
Independent Auditor's Report 4—7
Profit and Loss Account 8
Statement of Comprehensive Income 9
Balance Sheet 10
Statement of Changes in Equity 11
Statement of Cash Flows 12
Notes to the Statement of Cash Flows 13
Notes to the Financial Statements 14—17
Page 1
Company Information
Directors Mr John Bowers
Mr Patrick Lindsay
Company Number 06805506
Registered Office 18 Savile Row
London
Greater London
W1S 3PW
Auditors Stephen Hill Partnership (Holdings) Limited
139-141 Wating Street
Gillingham
Kent
ME7 2YY
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Strategic Report
The directors present their strategic report for the year ended 31 March 2025.
Review of the Business
Arda Capital Limited, authorised and regulated by the Financial Conduct Authority, operates as an institutional agency foreign exchange brokerage, investment manager, and corporate advisory service provider.
The year to 31 March 2025 saw a marked improvement in performance, with a strong increase in revenue and a return to profitability, reversing the loss recorded in 2024. This improvement was driven by significantly higher agency FX volumes, supported by market volatility, and the continued expansion of broker-dealer and intermediary client relationships.
The investment management division, though still at an early stage, gained traction with professional and eligible counterparty clients, supported by the ongoing build-out of custodian and banking relationships. The Company also completed its first corporate advisory mandate during the year, adding a further revenue stream.
Costs remained well controlled, and the directors consider the results to represent a solid foundation for continued growth across all business lines.
Principal Risks and Uncertainties
The Company is exposed to risks typical for its sectors, including counterparty risk, operational risk, and regulatory risk. These are mitigated through:
• Rigorous client onboarding and ongoing due diligence;
• Daily liquidity and capital monitoring to ensure regulatory thresholds are maintained; and
• Investment in systems, compliance, and risk management frameworks.
Going Concern
The directors have reviewed the Company’s financial resources, operations, and forecasts. In light of the return to profitability, increased revenues, and stable client demand, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Key performance indicators
The directors monitor non-financial indicators as part of the Company’s performance management, including:
• Regulatory compliance – adherence to FCA rules across all activities;
• Client growth – expansion of broker-dealer, intermediary, and investment management client relationships;
• Operational resilience – development of custodian and banking arrangements for investment management services;
• Cost control – ensuring disciplined expense management;
• Risk management – continual oversight of capital and liquidity.
Section 172(1) Statement
The directors confirm that, in fulfilling their duty to promote the success of the Company, they have considered the interests of employees, clients, suppliers, regulators, and the wider community, and believe their decisions during the year support the long-term success and stability of the Company.
On behalf of the board
Mr Patrick Lindsay
Director
30th July 2025
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Directors' Report
The directors present their report and the financial statements for the year ended 31 March 2025.
Principal Activity
The company's principal activity continues to be that of provision of foreign exchange brokerage services.
Directors
The directors who held office during the year were as follows:
Mr John Bowers Appointed 25/07/2024
Mr Patrick Lindsay
Mr Duncan Rutherford Appointed 02/04/2024 Resigned 05/02/2025
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the financial statements the directors are required to: 
  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • 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 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved:
  • so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
  • they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Independent Auditors
The auditors, Stephen Hill Partnership (Holdings) Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
On behalf of the board
Mr Patrick Lindsay
Director
30th July 2025
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Independent Auditor's Report
Opinion
We have audited the financial statements of Arda Capital Limited for the year ended 31 March 2025 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:
  • give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit/(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 UK, including the FRC'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 entity's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, 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 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.
Opinions 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
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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 Strategic Report or 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 or 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 3, 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.
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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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 
Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations,was as follows:
- the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing foreign exchange brokerage business;
- we made enquires of management as to where they considered there was a susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
- we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements through discussions with management at the planning stage, and from our knowledge and experience of foreign exchange brokerage businesses;
- the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and
- we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including the Companies Act 2006, The Financial Services and Markets Act 2000, employment legislation, and taxation legislation.
We assessed the extent of compliance with the laws and regulations identified above through:
- making enquires of management; and
- inspecting legal expenditure and correspondence throughout the year for any potential litigation or claims; and
- considering the internal controls in place that are designed to mitigate risks of fraud and non - compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
- determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
- review journal entries throughout the year to identify unusual transactions, particularly in relation to expenditure;
- performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
- reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company's management;
- carried out substantive testing to check the occurrence and cut-off expenditure; and
- tested the completeness of revenue by agreeing third party statements to entries in the nominal ledger.
In response to the risk and irregularities and non-compliance with laws and regulations, we designed procedures which included:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, the Financial Conduct Authority and the company's legal advisors.
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 regulations. 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website 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 that 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.
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L A Clifton (Senior Statutory Auditor)
for and on behalf of Stephen Hill Partnership (Holdings) Limited , Statutory Auditor
30th July 2025
Stephen Hill Partnership (Holdings) Limited
139-141 Wating Street
Gillingham
Kent
ME7 2YY
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Page 8
Profit and Loss Account
2025 2024
Notes £ £
TURNOVER 3,662,603 2,047,670
Cost of sales (2,271,780 ) (1,738,971 )
GROSS PROFIT 1,390,823 308,699
Administrative expenses (1,332,810 ) (1,143,685 )
OPERATING PROFIT/(LOSS) 3 58,013 (834,986 )
Exceptional items - 50,312
Other interest receivable and similar income 8 92,873 -
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 150,886 (784,674 )
The notes on pages 13 to 17 form part of these financial statements.
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Statement of Comprehensive Income
2025 2024
£ £
PROFIT FOR THE FINANCIAL YEAR 150,886 (784,674 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 150,886 (784,674 )
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Balance Sheet
2025 2024
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 10 12,879 25,336
12,879 25,336
CURRENT ASSETS
Debtors 11 160,855 63,702
Cash at bank and in hand 2,712,219 962,784
2,873,074 1,026,486
Creditors: Amounts Falling Due Within One Year 12 (2,041,749 ) (358,504 )
NET CURRENT ASSETS (LIABILITIES) 831,325 667,982
TOTAL ASSETS LESS CURRENT LIABILITIES 844,204 693,318
NET ASSETS 844,204 693,318
CAPITAL AND RESERVES
Called up share capital 13 1,579,975 1,579,975
Profit and Loss Account (735,771 ) (886,657 )
SHAREHOLDERS' FUNDS 844,204 693,318
On behalf of the board
Mr Patrick Lindsay
Director
30th July 2025
The notes on pages 13 to 17 form part of these financial statements.
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Statement of Changes in Equity
Share Capital Profit and Loss Account Total
£ £ £
As at 1 April 2023 1,579,975 (101,983 ) 1,477,992
Loss for the year and total comprehensive income - (784,674 ) (784,674)
As at 31 March 2024 and 1 April 2024 1,579,975 (886,657 ) 693,318
Profit for the year and total comprehensive income - 150,886 150,886
As at 31 March 2025 1,579,975 (735,771 ) 844,204
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Statement of Cash Flows
2025 2024
Notes £ £
Cash flows from operating activities
Net cash generated from/(used in) operations 1 1,632,604 (892,196 )
Interest refunded - 50,312
Net cash generated from/(used in) operating activities 1,632,604 (841,884 )
Cash flows from investing activities
Purchase of tangible assets (1,083 ) (5,880 )
Interest received 92,873 -
Net cash generated from/(used in) investing activities 91,790 (5,880 )
Cash flows from financing activities
Proceeds from issue of share capital - 1,299,975
Amount introduced by directors 25,041 -
Net cash generated from financing activities 25,041 1,299,975
Increase in cash and cash equivalents 1,749,435 452,211
Cash and cash equivalents at beginning of year 2 962,784 510,573
Cash and cash equivalents at end of year 2 2,712,219 962,784
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Notes to the Statement of Cash Flows
1. Reconciliation of profit/(loss) for the financial year to cash generated from/(used in) operations
2025 2024
£ £
Profit/(loss) for the financial year 150,886 (784,674 )
Adjustments for:
Interest expense - (50,312 )
Interest income (92,873 ) -
Depreciation of tangible assets 13,540 11,577
Movements in working capital:
(Increase)/decrease in trade and other debtors (85,192 ) 934,180
Increase/(decrease) in trade and other creditors 1,646,243 (1,002,967 )
Net cash generated from/(used in) operations 1,632,604 (892,196 )
2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:
2025 2024
£ £
Cash at bank and in hand 2,712,219 962,784
3. Analysis of changes in net funds
As at 1 April 2024 Cash flows As at 31 March 2025
£ £ £
Cash at bank and in hand 962,784 1,749,435 2,712,219
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Notes to the Financial Statements
1. General Information
Arda Capital Limited is a private company, limited by shares, incorporated in England & Wales, registered number 06805506 . The registered office is 18 Savile Row, London, Greater London, W1S 3PW.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2. Turnover
Revenue is recognised and measured in accordance with the spread mark-up earned based on the trades for
finding a counter party in the appropriate market whom are wishing to assume the opposite position. Spread
mark-up is earned when the trades are settled by the brokerage firm.
2.3. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Leasehold 10% on cost
Fixtures & Fittings 33.3% straight line
Computer Equipment 33.3% straight line
2.4. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.5. Financial Instruments
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, and loans from banks and other third parties.
2.6. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
2.7. Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
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2.8. Debtors
 Short term debtors are measured at transaction price, less any impairment.
2.9. Creditors
Short term creditors are measured at the transaction price.
3. Operating Profit/(loss)
The operating profit/(loss) is stated after charging:
2025 2024
£ £
Depreciation of tangible fixed assets 13,540 11,577
4. Auditor's Remuneration
Remuneration received by the company's auditors and their associates during the year was as follows:
2025 2024
£ £
Audit Services
Audit of the company's financial statements 16,012 45,600
5. Staff Costs
Staff costs, including directors' remuneration, were as follows:
2025 2024
£ £
Wages and salaries 513,378 498,036
Social security costs 63,535 66,538
Other pension costs 6,672 7,044
583,585 571,618
6. Average Number of Employees
Average number of employees, including directors, during the year was as follows:
2025 2024
Sales, marketing and distribution 2 3
Directors 2 2
4 5
7. Directors' remuneration
2025 2024
£ £
Emoluments 137,799 260,000
8. Interest Receivable and Similar Income
2025 2024
£ £
Bank interest receivable 92,873 -
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9. Tax on Profit
The tax (credit)/charge on the profit/(loss) for the year was as follows:
2025 2024
£ £
Current tax
UK Corporation Tax - -
The actual (credit)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit/(loss) and the standard rate of corporation tax as follows:
2025 2024
£ £
Profit before tax 150,886 (784,674)
Tax on profit at 0% (UK standard rate) - -
Total tax charge for the period - -
10. Tangible Assets
Land & Property
Leasehold Fixtures & Fittings Computer Equipment Total
£ £ £ £
Cost
As at 1 April 2024 182,726 45,911 363,688 592,325
Additions - - 1,083 1,083
As at 31 March 2025 182,726 45,911 364,771 593,408
Depreciation
As at 1 April 2024 181,016 45,490 340,483 566,989
Provided during the period 202 229 13,109 13,540
As at 31 March 2025 181,218 45,719 353,592 580,529
Net Book Value
As at 31 March 2025 1,508 192 11,179 12,879
As at 1 April 2024 1,710 421 23,205 25,336
11. Debtors
2025 2024
£ £
Due within one year
Other debtors 160,855 63,702
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12. Creditors: Amounts Falling Due Within One Year
2025 2024
£ £
Trade creditors 75,675 24,337
Amounts owed to participating interests 1,800,000 -
Other creditors 27,535 2,935
Accruals and deferred income 138,539 331,232
2,041,749 358,504
13. Share Capital
2025 2024
Allotted, called up and fully paid £ £
1,579,975 Ordinary Shares of £ 1.00 each 1,579,975 1,579,975
14. Pension Commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £6,672 (2024: £7,044).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
15. Related Party Disclosures
At the year end there is an unsecured shareholder loan from the parent company Arda Trade AG for £1,800,000. This is due for repayment by 31st March 2026.
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