REGISTERED NUMBER: 14704311 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2024

for

SPHERES HOLDING LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

F B C Kamps

J N Salame

J E Engert

REGISTERED OFFICE:

5th Floor Halo

Counterslip

Bristol

BS1 6AJ

REGISTERED NUMBER:

14704311 (England and Wales)

ACCOUNTANTS:

Gravita

Chartered Accountants

6-8 Bath Street

Bristol

BS1 6HL

FIXED ASSETS

Investments

4

37,001

17,001

CURRENT ASSETS

Debtors

5

2,510,141

1,074,869

Cash at bank

29,984

482,073

2,540,125

1,556,942

CREDITORS

Amounts falling due within one year

6

(23,520

)

(6,993

)

NET CURRENT ASSETS

2,516,605

1,549,949

TOTAL ASSETS LESS CURRENT LIABILITIES

2,553,606

1,566,950

CAPITAL AND RESERVES

Called up share capital

7

57,644

54,116

Share premium

2,417,356

1,395,884

Capital contribution reserve

200,000

200,000

Retained earnings

(121,394

)

(83,050

)

SHAREHOLDERS' FUNDS

2,553,606

1,566,950

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 directors acknowledge their 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 Profit and Loss Account has not been delivered.

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

F B C Kamps - Director

1.	COMPANY INFORMATION

Spheres Holding 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.

The company's principal activities and nature of its operations is disclosed in the Report of the Directors.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

The financial statements are prepared in Euro (€), which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest Euro.

The financial statements have been prepared on the historical cost convention. The principal accounting

policies adopted are set out below.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Spheres Holding Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Cash and cash equivalents

Cash and cash equivalents 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 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 trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors and amounts due to group undertakings 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. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Foreign currencies

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2023 - 2 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

€

COST

At 1 January 2024

17,001

Additions

20,000

At 31 December 2024

37,001

NET BOOK VALUE

At 31 December 2024

37,001

At 31 December 2023

17,001

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

€

€

Amounts owed by group undertakings

2,496,915

1,067,771

Other debtors

5,604

-

Prepayments and accrued income

7,622

7,098

2,510,141

1,074,869

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

€

€

Trade creditors

8,925

-

Directors' current accounts

76

73

Accruals and deferred income

14,519

6,920

23,520

6,993

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

€

€

38,750

Ordinary

1

38,750

38,750

18,894

Seed Preferred

1

18,894

15,366

57,644

54,116

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.