REGISTERED NUMBER: 13045892 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Two Notes UK Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTOR:

G Pille

SECRETARY:

Pramex International Ltd

REGISTERED OFFICE:

8th Floor South

11 Old Jewry

London

EC2R 8DU

REGISTERED NUMBER:

13045892 (England and Wales)

FIXED ASSETS

Tangible assets

4

1,541

631

CURRENT ASSETS

Stocks

8,950

6,370

Debtors

5

11,377

71,558

Cash at bank

2,543

13,277

22,870

91,205

CREDITORS

Amounts falling due within one year

6

36,095

90,305

NET CURRENT (LIABILITIES)/ASSETS

(13,225

)

900

TOTAL ASSETS LESS CURRENT LIABILITIES

(11,684

)

1,531

CAPITAL AND RESERVES

Called up share capital

7

10,000

10,000

Retained earnings

(21,684

)

(8,469

)

SHAREHOLDERS' FUNDS

(11,684

)

1,531

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 director and authorised for issue on 19 September 2025 and were signed by:

G Pille - Director

1.	STATUTORY INFORMATION

Two Notes UK Ltd 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.

All amounts are rounded to the nearest £.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer Equipment: Straight line over 3 years.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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, loans from fellow group companies, 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, accruals and loans from fellow group companies 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.

Basic financial liabilities - continued

Trade creditors are obligations to pay for goods 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.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Going concern

The company is dependent upon the continued financial support of its parent company which has undertaken to financially support the company for the at least 12 months after the date of the signing of these accounts and for the foreseeable future. The financial statements have therefore been prepared on a going concern basis.

3.	EMPLOYEES AND DIRECTORS

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

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

1,016

Additions

1,873

At 31 December 2024

2,889

DEPRECIATION

At 1 January 2024

385

Charge for year

963

At 31 December 2024

1,348

NET BOOK VALUE

At 31 December 2024

1,541

At 31 December 2023

631

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

11,207

64,908

Amounts owed by group undertakings

-

174

Other debtors

-

6,342

Accrued income and prepayments

-

134

Prepayments

170

-

11,377

71,558

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

2,089

5,939

Amounts owed to group undertakings

23,551

70,206

PAYE

3,742

-

No description

1,315

-

Social security and other taxes

-

7,480

VAT

716

2,299

Accruals

4,682

4,381

36,095

90,305

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

10,000

Ordinary Share

£1

10,000

10,000

8.	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.

9.	ULTIMATE CONTROLLING PARTY

The direct parent company is OROSYS SAS, a company registered in France under number 501883078 at registered address 76 Rue de la Mine 34980, Saint-Gely-du-Fesc.

The ultimate controlling party is Mr Guillaume Pille.