Registration number: 06137537

Theta Technologies Ltd

Contents

Company Information	1
Accountants' Report	2
Balance Sheet	3
Notes to the Unaudited Financial Statements	4 to 9

Theta Technologies Ltd

Company Information

Directors

J P Watts S M Butler R H Bigley

Registered office

3 Babbage Way Exeter Science Park Exeter EX5 2FN

Accountants

Hazlewoods LLP Staverton Court Staverton Cheltenham GL51 0UX

Chartered Accountants' Report to the Board of Directors on the Preparation of the Unaudited Statutory Accounts of Theta Technologies Ltd
for the Year Ended 30 June 2025
 

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of Theta Technologies Ltd for the year ended 30 June 2025, as set out on pages 3 to 9, from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at
http://www.icaew.com/regulation.

This report is made solely to the Board of Directors of Theta Technologies Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of Theta Technologies Ltd and state those matters that we have agreed to state to the Board of Directors of Theta Technologies Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Theta Technologies Ltd and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Theta Technologies Ltd has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and loss of Theta Technologies Ltd. You consider that Theta Technologies Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the accounts of Theta Technologies Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

29 September 2025

Theta Technologies Ltd

(Registration number: 06137537)
Balance Sheet as at 30 June 2025

	Note	2025 £	2024 £
Fixed assets
Tangible assets	4	59,683	132,918
Current assets
Stocks	5	231,006	252,868
Debtors	6	196,910	197,144
Cash at bank and in hand		186,043	364,053
		613,959	814,065
Creditors: Amounts falling due within one year	7	(7,488,656)	(7,105,548)
Net current liabilities		(6,874,697)	(6,291,483)
Net liabilities		(6,815,014)	(6,158,565)
Capital and reserves
Called up share capital	8	10,000	10,000
Profit and loss		(6,825,014)	(6,168,565)
Total equity		(6,815,014)	(6,158,565)

For the financial year ending 30 June 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

•	The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
•	The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 23 September 2025 and signed on its behalf by:
 

J P Watts
Director

Theta Technologies Ltd

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2025

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
3 Babbage Way
Exeter Science Park
Exeter
EX5 2FN
United Kingdom

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

The financial statements have been prepared on a going concern basis as in the opinion of the directors with the support of the shareholders of the parent company, TTL Holdings Limited, the company will continue to trade for the next twelve months. The parent company has agreed not to demand repayment of the intercompany loan balance for a period of at least 12 months from the date these financial statements are approved. This opinion is based on the directors' belief that the shareholders of the ultimate parent company, TTL Holdings Limited, will continue to provide sufficient funds to support the ongoing running costs and development of its subsidiary, Theta Technologies Limited, and on their review of the forward cash flow forecasts.

Theta Technologies Limited is a pre-revenue, research-based technology company that has historically relied on the continued investment from its shareholders for its status as a going concern. In recent years the company has scaled up its capability in readiness for a breakthrough into the commercial environment over the next 12 months.

The directors are confident that the progress of the technology will lead to commercial traction and they will continue to secure further rounds of equity investment through the Enterprise Investment Scheme (EIS) or personal loans on arm’s length commercial terms as required.

The directors consider it necessary to acknowledge the uncertainty created by the current global situation with supply chain difficulties, increasing energy prices and rising inflation. The directors have considered the potential risks that could impact going concern and determined them to be minimal.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Theta Technologies Ltd

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2025

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

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 reliably measured;
• it is probable that future economic benefits will flow to the entity;
• the stage 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.
 

Revenue is recognised by reference to the stage of completion of the contract determined by the value of the services provided at the balance sheet date as a proportion of the total value of the engagement. Where the amount of revenue is contingent on future events, this is only recognised where the amount of revenue can be measured reliably and it is probable that the economic benefits will be received. When this cannot be estimated reliably, revenue is only recognised to the value of the expenses that it is considered probable will be recovered, with a “catch-up” element of revenue recognised based on stage of completion once a reliable estimate can be made. Services provided to the client which at the balances sheet date have not been billed have been recognised as revenue and are included in debtors as accrued income or in creditors if payment has been received in advance. Similarly, cost of sales is recognised in the same way.

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.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Theta Technologies Ltd

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2025

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Fixtures and fittings	3 years
Demonstrators and tools	Fully depreciated

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Theta Technologies Ltd

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Theta Technologies Ltd

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2025

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 10 (2024 - 10).

4

Tangible assets

	Fixtures and fittings £	Demonstrators and tools £	Total £
Cost
At 1 July 2024	582,138	295,854	877,992
Disposals	(112,299)	(295,854)	(408,153)
At 30 June 2025	469,839	-	469,839
Depreciation
At 1 July 2024	449,220	295,854	745,074
Charge for the year	73,235	-	73,235
Eliminated on disposal	(112,299)	(295,854)	(408,153)
At 30 June 2025	410,156	-	410,156
Carrying amount
At 30 June 2025	59,683	-	59,683
At 30 June 2024	132,918	-	132,918

5

Stocks

	2025 £	2024 £
Work in progress	231,006	252,868

6

Debtors

	2025 £	2024 £
Trade debtors	39,540	56,301
Prepayments	15,739	13,101
Other debtors	141,631	127,742
	196,910	197,144

7

Creditors

	Note	2025 £	2024 £
Due within one year
Other loans	10	596,490	569,037
Trade creditors		4,000	6,418
Amounts due to group undertakings		6,857,886	6,480,586
Taxation and social security		15,455	19,060
Accruals and deferred income		14,825	30,447
		7,488,656	7,105,548

Theta Technologies Ltd

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2025