REGISTERED NUMBER: 12476441 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

ARC Ride Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Joseph Andrew Hurst-Croft

Karl Frederick Boyce

Naoya Nishimura

Richard Bouma

Vijay Gidoomal

SECRETARY:

Joanna Hurst-Croft

REGISTERED OFFICE:

77b High Street

Reigate

RH2 9AH

REGISTERED NUMBER:

12476441 (England and Wales)

AUDITORS:

SCB (Accountants) Limited

31 Sackville street

Manchester

M1 3LZ

Fixed assets

Intangible assets

4

490,206

556,932

Tangible assets

5

9,149

12,887

Investments

6

892

892

500,247

570,711

Current assets

Debtors

7

5,694,943

4,092,176

Cash in hand

2,442,836

1,695,740

8,137,779

5,787,916

Creditors

Amounts falling due within one year

8

(658,545

)

(2,680,291

)

Net current assets

7,479,234

3,107,625

Total assets less current liabilities

7,979,481

3,678,336

Creditors

Amounts falling due after more than one year

9

(1,983,041

)

-

Net assets

5,996,440

3,678,336

Capital and reserves

Called up share capital

10

284

248

Share premium

11,182,621

6,438,761

Retained earnings

(5,186,465

)

(2,760,673

)

5,996,440

3,678,336

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on its behalf by:

Joseph Andrew Hurst-Croft - Director

1.	STATUTORY INFORMATION

ARC Ride 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.

The presentation currency of the financial statements is the US Dollar ($).

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.

EXEMPTIONS FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

ARC Ride Limited, being a parent company qualifies as small under s383 of the Companies Act 2006 and the parent and the group are considered eligible for the exemption from preparing consolidated financial statements as determined by reference to sections 384 and 399(2A) of the Companies Act 2006.

GOING CONCERN

The financial statements have been presented on a going concern basis, reflecting the directors' view that the Company will be able to meet its liabilities as they fall due for at least 12 months from the date of signing the financial statements.

Pursuant to the requirements of FRS102, which require management to assess the Company's ability to continue as a going concern, the directors have reviewed the current financial position, the most recent business plan, projected cash flows and liquidity. The assessment has covered a period of 12 months from the signing of the financial statements. The directors have placed further emphasis on the evaluation for the cash flow forecasts and made additional enquiries to ensure that the going concern basis remains appropriate. Following these actions, no significant additional risks to the going concern status of the Company have been identified and the directors consider that there are adequate resources for the business to operate for the foreseeable future.

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 the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction 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.

Computer software is being amortised evenly over its estimated useful life of 10 years.

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 provided on cost of tangible fixed assets so as to write off the cost or valuation of assets less residual values over the useful life on the following basis:

Computer Equipment - 33.33% on cost

Furniture and Fixtures - 20% on cost

Plant and machinery - 33.33% on cost

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.

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 Profit and Loss Account, 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 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.

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 ASSETS

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

CLASSIFICATION OF FINANCIAL LIABILITIES

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.

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.

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.

FOREIGN CURRENCIES

Transactions in currencies other than USD 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 are included in the profit and loss account for the period.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Useful economic lives of intangible and tangible assets

The annual amortisation charge for intangible assets and depreciation charge for tangible assets are sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary.

(ii) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors and intercompany loans. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 3 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

$

COST

At 1 January 2024

691,369

Additions

2,964

At 31 December 2024

694,333

AMORTISATION

At 1 January 2024

134,437

Charge for year

69,690

At 31 December 2024

204,127

NET BOOK VALUE

At 31 December 2024

490,206

At 31 December 2023

556,932

5.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

$

$

$

$

COST

At 1 January 2024

3,520

1,315

16,765

21,600

Additions

-

-

2,779

2,779

At 31 December 2024

3,520

1,315

19,544

24,379

DEPRECIATION

At 1 January 2024

3,035

88

5,590

8,713

Charge for year

485

263

5,769

6,517

At 31 December 2024

3,520

351

11,359

15,230

NET BOOK VALUE

At 31 December 2024

-

964

8,185

9,149

At 31 December 2023

485

1,227

11,175

12,887

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

$

COST

At 1 January 2024

and 31 December 2024

892

NET BOOK VALUE

At 31 December 2024

892

At 31 December 2023

892

The company's investments at the Balance Sheet date in the share capital of companies include the following:

ARC Ride Kenya Limited

Registered office: Central Business Park, Godown 23 P.O. Box 78123-00507

Nature of business: Designing and building electric mobility

%

Class of shares:

holding

Ordinary shares

99.00

The company owns the 99% of issued share capital of ARC Ride Kenya Ltd., a company incorporated in Kenya.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

$

Amounts owed by group undertakings

5,621,479

4,028,006

Other debtors

73,464

64,170

5,694,943

4,092,176

Amounts owed by group undertakings are unsecured and no interest receivable on the above stated balance. A provision of $1,554,255 made in respect of net realisable value of the intercompany debt.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

$

Trade creditors

45,935

30,742

Amounts owed to group undertakings

556,751

527,167

Taxation and social security

3,243

6,649

Other creditors

52,616

2,115,733

658,545

2,680,291

Amounts owed to group undertakings are unsecured and no interest payable on the above stated balances.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

$

$

Debt finance

1,983,041

-

Debt finance relate to the debentures of $2m issued during the year at a fixed interest rate of 11.50%. Above amount is net off transaction costs of $16,969 plus accrued interest. Interest payments will commence quarterly from June 2025, and repayment of the principal amount will begin quarterly from June 2027.

Repayment of debentures are as follows:

$1,833,333 is repayable between one and five years.

$166,667 is repayable after more than five years.

Debenture is secured by fixed and floating charge including negative pledge on all the property or undertaking of the company.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Class:

Number:

Nominal value

2024

2023

$

$

$

Ordinary share (pre series A)

5,063

0.013

72.84

37.36

Ordinary share

14,006

0.013

182.08

182.08

B Ordinary

1,019

0.013

13.25

13.25

C Ordinary

1,188

0.013

15.44

15.44

Total

21,276

283.61

248.13

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

The Report of the Auditors was unqualified.

Jeffrey Bor FCA (Senior Statutory Auditor)

for and on behalf of SCB (Accountants) Limited

12.	RELATED PARTY DISCLOSURES

As at 31 December 2024, the company was owed $5,621,479 (2023: $4,028,006) by its non-wholly owned subsidiary. A provision of $1,554,255 made in respect of net realisable value of the intercompany loans.

During the year, remuneration of $86,941 was paid to the director.

During the year, based on commercial terms, management charge of $39,361 (2023:$199,386.81) was charged by a related party by virtue of a common directorship and the Company owed $556,751 (2023: $527,167) as at December 2024.

13.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party as the shareholding are split among various shareholders.