REGISTERED NUMBER: 03156714 (England and Wales)

Financial Statements for the Year Ended 30 June 2025

for

Ardohr Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr A M Meynell

Mr J M Arnaiz de Castro

Mr C F Eadie

SECRETARY:

Forsters Secretaries

REGISTERED OFFICE:

22 Baker Street

London

W1U 3BW

REGISTERED NUMBER:

03156714 (England and Wales)

AUDITORS:

Dux Advisory Limited

Kennel Club House

Gatehouse Way

Aylesbury

Buckinghamshire

HP19 8DB

FIXED ASSETS

Intangible assets

4

250

250

Tangible assets

5

344,476

402,977

Investments

6

1,110,733

1,110,733

1,455,459

1,513,960

CURRENT ASSETS

Debtors

7

59,985

330,330

Cash at bank

677,500

1,498,742

737,485

1,829,072

CREDITORS

Amounts falling due within one year

8

333,773

371,453

NET CURRENT ASSETS

403,712

1,457,619

TOTAL ASSETS LESS CURRENT LIABILITIES

1,859,171

2,971,579

CAPITAL AND RESERVES

Called up share capital

10

1,437,739

1,437,739

Share premium

5,280,076

5,280,076

Retained earnings

(4,858,644

)

(3,746,236

)

SHAREHOLDERS' FUNDS

1,859,171

2,971,579

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 8 August 2025 and were signed on its behalf by:

Mr A M Meynell - Director

1.	STATUTORY INFORMATION

Ardohr 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.

The presentation currency is £ sterling, which is the functional currency of the company, and rounded to the nearest £.

Going concern

The directors have prepared and reviewed budgets and cashflows for a period of over 12 months from the date of signing based on the group's current position and the successful completion of its technology and infrastructure. They have reviewed a number of sensitivities that include no further capital investment and slower organic growth. This review assessed future cashflows, known potential customer journeys and the developing marketing pipeline enquiries that continue to grow and, in making their assessment, have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

Significant judgements and estimates

In preparing the financial statements it is necessary to make certain judgements, estimates and assumptions that effect the amounts recognised in the financial statements. These assumptions are reassessed annually as part of the accounts preparation process.

In the view of the directors applying the accounting policies adopted, judgements were required in assessing the write off of product development that have an effect on the amounts recognised in the annual report and accounts but these are in line with the expectation supported by independent third party assurance of the business's technology recognising further investment is required to adapt it for multiple or alternative use. Judgement is also required here to evaluate the assessment by the board that the product is scalable or saleable in future financial years which further underpins its assessment as a going concern.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of 5 years.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery - 25% on reducing balance

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date.

Financial instruments

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

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.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances. Bank overdrafts that are repayable on demand and form an integral part of the Companies cash management are included as a component of cash and cash equivalent for the purpose of the cash flow statement

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 12 (2024 - 12 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 July 2024

and 30 June 2025

250

NET BOOK VALUE

At 30 June 2025

250

At 30 June 2024

250

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 July 2024

1,101,500

Additions

69,167

At 30 June 2025

1,170,667

DEPRECIATION

At 1 July 2024

698,523

Charge for year

127,668

At 30 June 2025

826,191

NET BOOK VALUE

At 30 June 2025

344,476

At 30 June 2024

402,977

6.	FIXED ASSET INVESTMENTS

30.6.25

30.6.24

£

£

Shares in group undertakings

1,110,731

1,110,731

Loans to undertakings in which the company has a participating interest

2

2

1,110,733

1,110,733

Additional information is as follows:

Shares in

group

undertakings

£

COST

At 1 July 2024

and 30 June 2025

1,110,731

NET BOOK VALUE

At 30 June 2025

1,110,731

At 30 June 2024

1,110,731

Loans to

associates

£

At 1 July 2024

and 30 June 2025

2

CreDec Limited is a 100% owned subsidiary of the company.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

£

£

Other debtors

6,974

6,804

Ahadra Ltd current account

1,508

1,258

Directors' current accounts

33,000

-

Tax

-

249,326

VAT

345

54,784

Deferred tax asset

656

656

Prepayments and accrued income

17,502

17,502

59,985

330,330

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

£

£

Bank loans and overdrafts

659

682

Trade creditors

195,305

264,136

Amounts owed to group undertakings

104,194

7,084

Social security and other taxes

13,038

18,559

Other creditors

(33,928

)

1,363

Accrued expenses

54,505

79,629

333,773

371,453

9.	SECURED DEBTS

The following secured debts are included within creditors:

30.6.25

30.6.24

£

£

Bank overdrafts

659

682

The company has secured Bank Overdrafts amounting to £682 (2023:£3,484).

The company is subject to a charge from Lloyds Bank Plc on a deposit agreement to secure its own liabilities.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal value:

30.06.25

30.06.24

£

£

2,773,960

Ordinary

£0.01

27,739

27,739

19,100

Ordinary

£10.99476

210,000

210,000

12,300

Ordinary

£16.2602

200,000

200,000

119,800

Ordinary

£4.17362

500,000

500,000

43,800

Ordinary

£6.8493

300,000

300,000

18,600

Ordinary

10.7527

200,000

200,000

1,437,739

1,437,739

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

The Report of the Auditors was unqualified.

Bianca Permal FCA (Senior Statutory Auditor)

for and on behalf of Dux Advisory Limited

12.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 30 June 2025 and 30 June 2024:

30.6.25

30.6.24

£

£

Mr A M Meynell

Balance outstanding at start of year

-

-

Amounts advanced

33,000

-

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

33,000

-

The directors loan is on such terms as a committee of the directors, excluding Mr A M Meynell, may approve.

13.	RELATED PARTY DISCLOSURES

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.

14.	ULTIMATE CONTROLLING PARTY

The company became owned by Credec Group Limited from 28th March 2025.