ACCOUNTS - Final Accounts preparation

Registered number: 15434541

COLOSSYAN LTD

FINANCIAL STATEMENTS

FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025

COLOSSYAN LTD

CONTENTS

	Page
Company information	1
Balance sheet	2
Notes to the financial statements	3 - 8

COLOSSYAN LTD

COMPANY INFORMATION

Director	D Kovacs


Registered number	15434541


Registered office	5 New Street Square
	Holborn
	London
	EC4A 3TW


Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

Page 1

REGISTERED NUMBER:15434541

COLOSSYAN LTD

BALANCE SHEET

AS AT 31 JANUARY 2025

		2025
Note		£


Current assets
Debtors: amounts falling due after more than one year	4	16,536
Debtors: amounts falling due within one year	4	151,177
Cash at bank and in hand		624,682
		792,395
Creditors: amounts falling due within one year	5	(686,329)
Net current assets			106,066
Total assets less current liabilities			106,066

Net assets			106,066

Capital and reserves
Called up share capital	6	1
Other reserves		47,552
Profit and loss account		58,513
Total equity		106,066

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

D Kovacs

Director

Date: 2 December 2025

The notes on pages 3 to 8 form part of these financial statements.

Page 2

COLOSSYAN LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025

1.	General information

Colossyan Ltd is a private company limited by shares incorporated in England and Wales. Its registered office is 5 New Street Square, London, EC4A 3TW.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The company was incorporated on 23 January 2024 and commenced trade on the same day. These financial statements are in respect of the period from 23 January 2024 to 31 January 2025.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Going concern

The company provides sales and marketing services to its parent company and as a result relies upon the continued financial support of its parent from whom the company has received a letter of financial support. The directors have made enquiries as to the financial position and performance of its parent company. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 3

COLOSSYAN LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

2.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.6

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 4

COLOSSYAN LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.7

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.

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.

The company’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets

Basic financial assets, including other debtors, are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

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

Page 5

COLOSSYAN LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025

2.Accounting policies (continued)

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

2.8

Current and deferred taxation

The tax expense for the 13-month period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 6

COLOSSYAN LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.9

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.10

Share capital

Ordinary shares are classified as equity.

Employees

The average monthly number of employees, including directors, during the 13-month period was 14.

4.	Debtors
		2025
		£

	Due after more than one year
	Other debtors	16,536

					2025
					£

	Due within one year
	Other debtors	114,914
	Prepayments and accrued income	23,352
	Deferred taxation	12,911
		151,177

5.	Creditors: Amounts falling due within one year
		2025
		£

	Trade creditors	7,207
	Amounts owed to group undertakings	531,482
	Corporation tax	28,274
	Other taxation and social security	75,939
	Other creditors	8,083
	Accruals and deferred income	35,344
		686,329

Amounts owed to group undertakings are interest free, unsecured and have no fixed repayment date.

Page 7

COLOSSYAN LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025

6.	Share capital
		2025
		£

		Allotted, called up and fully paid

		1 Ordinary share of £1.00	1

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

Upon incorporation, on 23 January 2024, the Company issued 1 Ordinary £1 share.

Reserves

Other reserves

The other reserve comprises the equity recognised in respect of the company's share-based payments.

8.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £30,279. Contributions totalling £8,083 were payable to the fund at the balance sheet date and are included in creditors.

9.	Related party transactions
	The Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly-owned part of the group.

10.	Parent undertaking

The smallest group for which consolidated financial statements are drawn up is headed by Colossyan Inc. whose registered office is 1209 Orange Street, Wilmington, Delaware, 19801, United States of America.

11.	Auditor's information

The auditor's report on the financial statements for the 13-month period ended 31 January 2025 was unqualified.

The audit report was signed on 4 December 2025 by Thomas Dickinson (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

Page 8