Company registration number 09301498 (England and Wales)
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 13
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
5
53,851
60,190
Investments
6
253,120
252,020
306,971
312,210
Current assets
Stocks
66,509
156,949
Debtors
7
866,133
649,263
Cash at bank and in hand
2,215
181,737
934,857
987,949
Creditors: amounts falling due within one year
8
(1,281,348)
(1,264,159)
Net current liabilities
(346,491)
(276,210)
Total assets less current liabilities
(39,520)
36,000
Creditors: amounts falling due after more than one year
9
(38,889)
Provisions for liabilities
11
(13,135)
(13,135)
Net liabilities
(52,655)
(16,024)
Capital and reserves
Called up share capital
10,000
10,000
Profit and loss reserves
(62,655)
(26,024)
Total equity
(52,655)
(16,024)
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2025
31 March 2025
- 2 -
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 12 May 2025 and are signed on its behalf by:
Mr Jacek Roman Ostrowski
Director
Company registration number 09301498 (England and Wales)
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
1
Accounting policies
Company information
Yellow Octopus Circular Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1, Teal Industrial Park, Cyan Close, Nottingham, Nottinghamshire, NG14 5JX.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have carefully considered the trading outlook for the coming year and expected cashflows and have a reasonable expectation that the company has access to adequate resources to continue in operational existence for the foreseeable future. In addition, group companies have agreed not to seek repayment of amounts owed until the company is able to pay its debts as they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The company recognises revenue from the following major sources:
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
1.4
Intangible fixed assets other than goodwill
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Website
3 years straight line
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
10 years straight line
Plant and equipment
10 years straight line
Fixtures and fittings
3 years straight line
Computers
3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 5 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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 and 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.
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 6 -
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, bank loans 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.
Trade creditors are obligations to pay for goods or services 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.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 7 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
As lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
2
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 amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
11
11
The directors acting during the period are remunerated by other group companies. There are no identifiable qualifying services for this company in 2025.
4
Intangible fixed assets
Website
£
Cost
At 1 April 2024 and 31 March 2025
144,621
Amortisation and impairment
At 1 April 2024 and 31 March 2025
144,621
Carrying amount
At 31 March 2025
At 31 March 2024
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 April 2024
17,006
54,687
71,693
Additions
1,999
1,999
At 31 March 2025
17,006
56,686
73,692
Depreciation and impairment
At 1 April 2024
2,268
9,235
11,503
Depreciation charged in the year
1,703
6,635
8,338
At 31 March 2025
3,971
15,870
19,841
Carrying amount
At 31 March 2025
13,035
40,816
53,851
At 31 March 2024
14,738
45,452
60,190
6
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
253,120
252,020
Movements in fixed asset investments
Shares in associates
£
Cost or valuation
At 1 April 2024
252,020
Additions
1,100
At 31 March 2025
253,120
Carrying amount
At 31 March 2025
253,120
At 31 March 2024
252,020
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
61,137
11,802
Amounts owed by group undertakings
73,514
62,626
Other debtors
61,681
110,334
196,332
184,762
2025
2024
Amounts falling due after more than one year:
£
£
Other debtors
669,801
464,501
Total debtors
866,133
649,263
8
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans and overdrafts
10
49,207
33,333
Other borrowings
10
932,361
625,597
Trade creditors
210,232
228,237
Corporation tax
23,674
66,642
Other taxation and social security
17,185
56,975
Other creditors
163,330
Accruals and deferred income
48,689
90,045
1,281,348
1,264,159
A fixed and floating charge exist over the assets of the company.
9
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
10
38,889
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
10
Loans and overdrafts
2025
2024
£
£
Bank loans
38,889
72,222
Bank overdrafts
10,318
Loans from group undertakings and related parties
932,361
625,597
981,568
697,819
Payable within one year
981,568
658,930
Payable after one year
38,889
The bank loan is unsecured and has an interest rate of 7%.
11
Provisions for liabilities
2025
2024
£
£
Deferred tax liabilities
12
13,135
13,135
12
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated Capital Allowances
13,135
13,135
There were no deferred tax movements in the year.
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
13
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Vinodkumar Vadgama
Statutory Auditor:
UHY Hacker Young
Date of audit report:
13 May 2025
YELLOW OCTOPUS CIRCULAR SOLUTIONS LIMITED
(FORMERLY KNOWN AS YELLOW OCTOPUS-UK LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
14
Related party transactions
Other information
Rent/commission and other income
Purchases/commission and other expenses
Amounts owed from/(to) related party
2025
2024
2025
2024
2025
2024
£
£
£
£
£
£
Yellow Octopus EU S.A. (previous name Yellow Octopus sp. z.o.o. sp.k.)
844,020
793,915
-
-
(932,361)
(533,577)
Loop Digital Wardrobe Limited
-
-
-
-
669,801
464,501
Citium Asset Management Limited
-
-
120,000
130,000
-
-
Upcycle Labs Limited
26,048
21,313
-
12,267
-
-
The above companies are related as follows:
Yellow Octopus Circular Solutions Limited Owns shares in Upcycle Labs Limited, United Kingdom.
Yellow Octopus EU S.A., Poland is a fellow group company.
One of the directors also have shareholdings in Citium Asset Management Limited ,Cyprus and Loop Digital Wardrobe Limited, United Kingdom.
15
Parent company
MMM Ventures Spolka Z Organiczona Odpwiedzialnoscia Spolka Komandytowa, a company based in Poland and PDS Multinational FZCO, a company based in UAE share equal control of the company.
2025-03-312024-04-01falsefalsefalse13 May 2025CCH SoftwareCCH Accounts Production 2025.300No description of principal activityMr Jacek Roman OstrowskiMr Deepak BurmanMr Bhavesh Shah093014982024-04-012025-03-31093014982025-03-31093014982024-03-3109301498core:LandBuildings2025-03-3109301498core:OtherPropertyPlantEquipment2025-03-3109301498core:LandBuildings2024-03-3109301498core:OtherPropertyPlantEquipment2024-03-3109301498core:CurrentFinancialInstrumentscore:WithinOneYear2025-03-3109301498core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-3109301498core:WithinOneYear2025-03-3109301498core:WithinOneYear2024-03-3109301498core:AfterOneYear2025-03-3109301498core:AfterOneYear2024-03-3109301498core:CurrentFinancialInstruments2025-03-3109301498core:CurrentFinancialInstruments2024-03-3109301498core:ShareCapital2025-03-3109301498core:ShareCapital2024-03-3109301498core:RetainedEarningsAccumulatedLosses2025-03-3109301498core:RetainedEarningsAccumulatedLosses2024-03-3109301498bus:ChiefExecutive2024-04-012025-03-3109301498core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-04-012025-03-3109301498core:LeaseholdImprovements2024-04-012025-03-3109301498core:PlantMachinery2024-04-012025-03-3109301498core:FurnitureFittings2024-04-012025-03-3109301498core:ComputerEquipment2024-04-012025-03-31093014982023-04-012024-03-3109301498core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-03-3109301498core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2025-03-3109301498core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-03-3109301498core:LandBuildings2024-03-3109301498core:OtherPropertyPlantEquipment2024-03-31093014982024-03-3109301498core:LandBuildings2024-04-012025-03-3109301498core:OtherPropertyPlantEquipment2024-04-012025-03-3109301498core:Non-currentFinancialInstrumentscore:AfterOneYear2025-03-3109301498core:Non-currentFinancialInstrumentscore:AfterOneYear2024-03-3109301498core:Non-currentFinancialInstruments2025-03-3109301498core:Non-currentFinancialInstruments2024-03-3109301498bus:PrivateLimitedCompanyLtd2024-04-012025-03-3109301498bus:SmallCompaniesRegimeForAccounts2024-04-012025-03-3109301498bus:FRS1022024-04-012025-03-3109301498bus:Audited2024-04-012025-03-3109301498bus:Director12024-04-012025-03-3109301498bus:Director22024-04-012025-03-3109301498bus:Director32024-04-012025-03-3109301498bus:FullAccounts2024-04-012025-03-31xbrli:purexbrli:sharesiso4217:GBP