Silverfin false false 31/12/2024 01/01/2024 31/12/2024 J J Ball 22/01/2025 A M C Crawford 27/09/2024 21/12/2022 L J Edis 05/03/2025 13/12/2023 A C Hale 31/07/2020 E McCartney 22/01/2025 R L H Moore 27/09/2024 M K H Moss 05/03/2025 R F J Newry 28/06/2013 S M Smith 23/06/2016 H R A Verwoert 16/01/2025 21/12/2022 02 July 2025 The principal activity of the company is that of the development of technology to help organisations screen and identify individuals best suited to their job vacancies. 08589048 2024-12-31 08589048 bus:Director1 2024-12-31 08589048 bus:Director2 2024-12-31 08589048 bus:Director3 2024-12-31 08589048 bus:Director4 2024-12-31 08589048 bus:Director5 2024-12-31 08589048 bus:Director6 2024-12-31 08589048 bus:Director7 2024-12-31 08589048 bus:Director8 2024-12-31 08589048 bus:Director9 2024-12-31 08589048 bus:Director10 2024-12-31 08589048 2023-12-31 08589048 core:CurrentFinancialInstruments 2024-12-31 08589048 core:CurrentFinancialInstruments 2023-12-31 08589048 core:Non-currentFinancialInstruments 2024-12-31 08589048 core:Non-currentFinancialInstruments 2023-12-31 08589048 core:ShareCapital 2024-12-31 08589048 core:ShareCapital 2023-12-31 08589048 core:SharePremium 2024-12-31 08589048 core:SharePremium 2023-12-31 08589048 core:RetainedEarningsAccumulatedLosses 2024-12-31 08589048 core:RetainedEarningsAccumulatedLosses 2023-12-31 08589048 core:ComputerEquipment 2023-12-31 08589048 core:ComputerEquipment 2024-12-31 08589048 core:CurrentFinancialInstruments core:Secured 2024-12-31 08589048 bus:OrdinaryShareClass1 2024-12-31 08589048 bus:OrdinaryShareClass2 2024-12-31 08589048 bus:OrdinaryShareClass3 2024-12-31 08589048 bus:OrdinaryShareClass4 2024-12-31 08589048 bus:OrdinaryShareClass5 2024-12-31 08589048 bus:OtherShareClass1 2024-12-31 08589048 bus:OtherShareClass2 2024-12-31 08589048 2024-01-01 2024-12-31 08589048 bus:FilletedAccounts 2024-01-01 2024-12-31 08589048 bus:SmallEntities 2024-01-01 2024-12-31 08589048 bus:AuditExemptWithAccountantsReport 2024-01-01 2024-12-31 08589048 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 08589048 bus:Director1 2024-01-01 2024-12-31 08589048 bus:Director2 2024-01-01 2024-12-31 08589048 bus:Director3 2024-01-01 2024-12-31 08589048 bus:Director4 2024-01-01 2024-12-31 08589048 bus:Director5 2024-01-01 2024-12-31 08589048 bus:Director6 2024-01-01 2024-12-31 08589048 bus:Director7 2024-01-01 2024-12-31 08589048 bus:Director8 2024-01-01 2024-12-31 08589048 bus:Director9 2024-01-01 2024-12-31 08589048 bus:Director10 2024-01-01 2024-12-31 08589048 core:ComputerEquipment core:TopRangeValue 2024-01-01 2024-12-31 08589048 2023-01-01 2023-12-31 08589048 core:ComputerEquipment 2024-01-01 2024-12-31 08589048 core:Non-currentFinancialInstruments 2024-01-01 2024-12-31 08589048 bus:OrdinaryShareClass1 2024-01-01 2024-12-31 08589048 bus:OrdinaryShareClass1 2023-01-01 2023-12-31 08589048 bus:OrdinaryShareClass2 2024-01-01 2024-12-31 08589048 bus:OrdinaryShareClass2 2023-01-01 2023-12-31 08589048 bus:OrdinaryShareClass3 2024-01-01 2024-12-31 08589048 bus:OrdinaryShareClass3 2023-01-01 2023-12-31 08589048 bus:OrdinaryShareClass4 2024-01-01 2024-12-31 08589048 bus:OrdinaryShareClass4 2023-01-01 2023-12-31 08589048 bus:OrdinaryShareClass5 2024-01-01 2024-12-31 08589048 bus:OrdinaryShareClass5 2023-01-01 2023-12-31 08589048 bus:OtherShareClass1 2024-01-01 2024-12-31 08589048 bus:OtherShareClass1 2023-01-01 2023-12-31 08589048 bus:OtherShareClass2 2024-01-01 2024-12-31 08589048 bus:OtherShareClass2 2023-01-01 2023-12-31 iso4217:GBP xbrli:pure xbrli:shares

Company No: 08589048 (England and Wales)

ARCTIC SHORES LIMITED

Unaudited Financial Statements
For the financial year ended 31 December 2024
Pages for filing with the registrar

ARCTIC SHORES LIMITED

Unaudited Financial Statements

For the financial year ended 31 December 2024

Contents

ARCTIC SHORES LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2024
ARCTIC SHORES LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2024
Directors J J Ball (Appointed 22 January 2025)
A M C Crawford (Resigned 27 September 2024)
L J Edis (Resigned 05 March 2025)
A C Hale
E McCartney (Appointed 22 January 2025)
R L H Moore (Appointed 27 September 2024)
M K H Moss (Appointed 05 March 2025)
R F J Newry
S M Smith
H R A Verwoert (Resigned 16 January 2025)
Registered office 17 Marble Street
Manchester
M2 3AW
United Kingdom
Company number 08589048 (England and Wales)
Chartered accountants Kreston Reeves LLP
Springfield House
Springfield Road
Horsham
West Sussex
RH12 2RG
ARCTIC SHORES LIMITED

BALANCE SHEET

As at 31 December 2024
ARCTIC SHORES LIMITED

BALANCE SHEET (continued)

As at 31 December 2024
Note 31.12.2024 31.12.2023
£ £
Fixed assets
Tangible assets 3 7,261 20,950
7,261 20,950
Current assets
Debtors 4 415,211 772,182
Cash at bank and in hand 674,766 2,098,277
1,089,977 2,870,459
Creditors: amounts falling due within one year 5 ( 2,087,844) ( 2,490,581)
Net current (liabilities)/assets (997,867) 379,878
Total assets less current liabilities (990,606) 400,828
Creditors: amounts falling due after more than one year 6 ( 681,238) ( 234,567)
Net (liabilities)/assets ( 1,671,844) 166,261
Capital and reserves
Called-up share capital 8 7 7
Share premium account 14,420,540 14,419,275
Profit and loss account ( 16,092,391 ) ( 14,253,021 )
Total shareholders' (deficit)/funds ( 1,671,844) 166,261

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Arctic Shores Limited (registered number: 08589048) were approved and authorised for issue by the Board of Directors on 02 July 2025. They were signed on its behalf by:

R F J Newry
Director
ARCTIC SHORES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
ARCTIC SHORES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Arctic Shores Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 17 Marble Street, Manchester, M2 3AW, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Computer equipment 2 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Borrowing costs

Borrowing costs that are directly attributable to acquisition, construction or production of qualifying assets, are capitalised as part of the cost of those assets. Capitalisation begins when both finance costs and expenditures for the asset are being incurred and activities that are necessary to get the asset ready for use are in progress. Capitalisation ceases when substantially all the activities that are necessary to get the asset ready for use are complete.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

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 creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Convertible loan notes

The convertible loan notes issued in the year may be settled in a variable number of the company's own equity instruments and are recognised as a complex financial liability in accordance with FRS
102 Section 12. The proceeds received on issue are initially measured at transaction price and subsequently measured at fair value though profit or loss, in accordance with the requirements of FRS 102 Section 12, at the end of each reporting period.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately
from the company in independently administered funds.

Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.

The following judgements have had the most significant impact on amounts recognised in the financial statements:

Convertible loan notes

As required under FRS 102 the convertible loan notes have been measured at fair value. Due to the lack of observable market prices for similar instruments the valuation is subject to uncertainty. The convertible loan notes are convertible upon maturity (after 2 years from inception), or as a result further equity financing (where the funds raised are equal to the principal sum of the convertible loan). The directors have assessed the probability of the different outcomes and have used an expected value model with a discount rate of 17.50%, being the estimated cost of capital, to arrive at the fair value of the instruments at the reporting date. The value of the convertible notes at the reporting date is £681,237 and the fair value gain for the year is £47,784.

2. Employees

31.12.2024 31.12.2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 47 61

3. Tangible assets

Computer equipment Total
£ £
Cost
At 01 January 2024 115,856 115,856
Additions 1,700 1,700
Disposals ( 37,113) ( 37,113)
At 31 December 2024 80,443 80,443
Accumulated depreciation
At 01 January 2024 94,906 94,906
Charge for the financial year 15,346 15,346
Disposals ( 37,070) ( 37,070)
At 31 December 2024 73,182 73,182
Net book value
At 31 December 2024 7,261 7,261
At 31 December 2023 20,950 20,950

4. Debtors

31.12.2024 31.12.2023
£ £
Trade debtors 304,923 614,177
Amounts owed by Group undertakings 0 43,532
Prepayments 84,854 90,436
Other debtors 25,434 24,037
415,211 772,182

5. Creditors: amounts falling due within one year

31.12.2024 31.12.2023
£ £
Bank loans (secured) 0 520,833
Trade creditors 75,483 83,883
Accruals and deferred income 1,758,159 1,651,227
Other taxation and social security 234,233 231,986
Other creditors 19,969 2,652
2,087,844 2,490,581

6. Creditors: amounts falling due after more than one year

31.12.2024 31.12.2023
£ £
Bank loans (secured) 0 173,611
Amounts owed to directors 0 60,956
Convertible loan notes (secured) 681,238 0
681,238 234,567

The bank loan is secured by way of a fixed and floating charge over the assets of the company.

In the year the Company issued convertible loan notes against which the Company granted a debenture in respect of the repayment of the principal amount, interest, and any other amounts payable under the loan notes. The debenture was executed concurrently with the issuance of the loan note instrument.

7. Convertible loans

The Company issued £633,454 of convertible loan notes on 30 November 2024. The convertible loan notes are convertible into ordinary shares of the Company at any time between the date of issue of the notes and their settlement date. On issue, the loan notes were convertible at 1 shares per £3.60 loan note. If the notes have not been converted, they will be redeemed on 1 December 2026 at par. Interest of 15% per cent will be paid annually up until that settlement date.

The net proceeds received from the issue of the convertible loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company, as follows:

31.12.2024
£
Nominal value of convertible loan notes issued 342,625
Equity component 200,838
Liability components at date of issue 543,463
Interest charged 137,775
Interest paid 0
Liability component at 31 December 2024 681,238

8. Called-up share capital

31.12.2024 31.12.2023
£ £
Allotted, called-up and fully-paid
4,379,945 Ordinary shares of £ 0.000001 each (31.12.2023: 4,375,129 shares of £ 0.000001 each) 4.38 4.38
1,282,260 Ordinary A shares of £ 0.000001 each 1.28 1.28
500,000 Ordinary B shares of £ 0.000001 each 0.50 0.50
135,454 Ordinary A1 shares of £ 0.000001 each 0.14 0.14
135,454 Ordinary A2 shares of £ 0.000001 each 0.14 0.14
420,102 Ordinary B1 shares of £ 0.000001 each 0.42 0.42
420,102 Ordinary B2 shares of £ 0.000001 each 0.42 0.42
7.28 7.28

9. Financial commitments

Other financial commitments

Management Share Option Scheme

The company has an Enterprise Management Investment Scheme for certain employees. Under this Scheme options can be exercised in tranches over the first 50 months from the date of grant
and not after 10 years. During the year, 16,000 (2023: 106,175) options were granted. 15,040 (2023: 49,366) options lapsed. During the year 2,456 (2023: 22,898) options were exercised. There were 253,938 (2023: 255,434) options at the year end.

The weighted average exercise price at the year end is £0.53 (2023: £0.53).

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £81,292 (2023: £108,991). Contributions totalling £5,899 (2023: £1,336 payable) were repayable from the fund at the balance sheet date and are included in debtors.