Registration number: 06764178

TTL Holdings Limited

Contents

Company Information	1
Accountants' Report	2
Balance Sheet	3
Notes to the Unaudited Financial Statements	4 to 6

TTL Holdings Limited

Company Information

Directors

J G Fairbairn S M Butler J P Watts R H Bigley R J Paterson G Slater J E Milligan

Registered office

3 Babbage Way Exeter Science Park Exeter United Kingdom 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 TTL Holdings Limited
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 TTL Holdings Limited for the year ended 30 June 2025, as set out on pages 3 to 6, 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 TTL Holdings Limited, 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 TTL Holdings Limited and state those matters that we have agreed to state to the Board of Directors of TTL Holdings Limited, 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 TTL Holdings Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that TTL Holdings Limited 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 TTL Holdings Limited. You consider that TTL Holdings Limited 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 TTL Holdings Limited. 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

TTL Holdings Limited

(Registration number: 06764178)
Balance Sheet as at 30 June 2025

	Note	2025 £	2024 £
Fixed assets
Investments	4	10,001	10,001
Current assets
Debtors	5	6,857,886	6,480,586
Creditors: Amounts falling due within one year	6	(2,625)	(2,700)
Net current assets		6,855,261	6,477,886
Net assets		6,865,262	6,487,887
Capital and reserves
Called up share capital	7	737,506	357,506
Share premium reserve		6,237,421	6,237,421
Profit and loss account		(109,665)	(107,040)
Total equity		6,865,262	6,487,887

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

TTL Holdings Limited

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
United Kingdom
EX5 2FN

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.

Group accounts not prepared

The company has taken advantage of the exemption in section 398 of the Companies Act of 2006 from the requirement to prepare consolidated financial statements, on the grounds that it is a small group.

Going concern

The subsidiary company of TTL Holdings Limited, 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. The company is continuing to scale up its operations and commercial capability in readiness for a break-through into the commercial environment. The associated burn rate will be supported by the investors through the issue of further share capital if required.

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. 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.
 

TTL Holdings Limited

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.

Investments

Investments in subsidiaries are stated at historical cost less provision for any diminution in value.

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.

Share based payments

The group and company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using an average of prior year results and adjusted for market conditions. The directors have appropriately assessed the fair value and deem the adjustment to be immaterial in respect of the share based payment transactions. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

3

Employees

The company had no employees during the current or prior year.

The directors received no remuneration through the company during the current or prior year.

4

Investments

	2025 £	2024 £
Investments in subsidiaries	10,001	10,001