Nurole Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—8

1. General Information

Nurole Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 08917794 . The registered office is Metro Building 8th Floor, 1 Butterwick, London, W6 8DL.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The company’s financial statements have been prepared on a going concern basis on the grounds that current and future sources of funding or support will be more than adequate for the company’s needs. In assessing going concern, the directors have a reasonable expectation that the company will continue as a going concern and is able to meet all of its obligations as they fall due for a minimum of 12 months from the date of approval of these financial statements.

2.3. Turnover

Revenue is recognised to the extent there is probable 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.

Revenue from a contract to provide services is recognised in the period in which the services are provided.

2.4. Research and Development

Research and development costs & intangible fixed assets

Expenditure on research activities is recognised within profit or loss as an expense is incurred.

Development costs are capitalised only where they can be identified with a specific product or project that will generate probable future economic benefits, the costs can be reliably measured and all the criteria under FRS 102 are met. They are amortised on a straight line basis to profit or loss over their estimated useful life. All other development costs are expenses as incurred.

Capitalised development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance is written off to profit or loss.

Capitalised development costs are not treated as a realised loss for the purpose of determining the company’s distributable profits as the costs meet the conditions permitting them to be treated as an asset under FRS 102.

All intangible assets are consider to have a finite useful life. The estimated useful lives are as follows:

Development expenditure – 10 years on a straight line basis.

At each reporting date the company assesses whether there is any indication of impairment. If such indications exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. Any impairment loss is recognised immediately as an expense within profit or loss.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery

3 years on a straight line basis

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Repairs and maintenance costs are charged to profit or loss during the period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined, which is the higher of its fair value less costs to sell and its value in use. Any impairment loss is recognised immediately as an expense within the profit or loss.

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Nurole Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.6. Leasing and Hire Purchase Contracts

Leases in which the company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases.

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease an an integral part of the total lease expenses.

2.7. Financial Instruments

Trade and other debtors / creditors

Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Impairment of financial assets

Financial assets that are 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 within profit or loss.

For financial assets that are 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.

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 that the company would receive for the asset if it were to be sold at the balance sheet date.

2.8. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.9. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other year and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and asset reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

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Nurole Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.10. Pensions

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 in 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 in the periods during which services are rendered by employees.

2.11. Share Based Payments

The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using an option valuation model, taking in to account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

2.12. Investments

Listed investments are initially recognised at transaction price, including any directly attributable transaction costs. Subsequent to initial recognition, listed investments are measured at fair value at each reporting date, with changes in fair value recognised in the profit and loss account.

Fair value is determined by reference to the quoted market price at the balance sheet date. Where a reliable market price is not available, fair value is determined using valuation techniques appropriate to the instrument.

Dividends and other investment income are recognised in profit or loss when the company’s right to receive payment is established.

3. Average Number of Employees

Average number of employees during the year was 44 (2024: 49)

4. Intangible Assets

	Development Costs
	£
Cost
As at 1 April 2024	4,017,426

As at 31 March 2025	4,017,426

Amortisation
As at 1 April 2024	2,075,905
Provided during the period	240,617

As at 31 March 2025	2,316,522

Net Book Value
As at 31 March 2025	1,700,904

As at 1 April 2024	1,941,521

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Nurole Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

5. Tangible Assets

	Plant & Machinery
	£
Cost
As at 1 April 2024	119,463
Additions	24,901
Disposals	(17,527 )

As at 31 March 2025	126,837

Depreciation
As at 1 April 2024	93,124
Provided during the period	23,299
Disposals	(17,271 )

As at 31 March 2025	99,152

Net Book Value
As at 31 March 2025	27,685

As at 1 April 2024	26,339

6. Investments

	Listed
	£
Cost or Valuation
As at 1 April 2024	-
Additions	100,861
Fair value adjustments	(18,382 )

As at 31 March 2025	82,479

Provision
As at 1 April 2024	-

As at 31 March 2025	-

Net Book Value
As at 31 March 2025	82,479

As at 1 April 2024	-

7. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	703,960	699,495
Other debtors	136,775	161,083

	840,735	860,578

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Nurole Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

8. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	62,981	63,278
Bank loans and overdrafts	-	103,000
Other creditors	921,823	851,631
Taxation and social security	564,049	377,731

	1,548,853	1,395,640

Included in other creditors are oustanding pension contributions of £17,777 (2024: £15,783).

A fixed and floating charge was registered on 06 July 2020 in favour of HSBC UK Bank PLC. This is still outstanding as at the year end date.

9. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Bank loans	-	128,750

10. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	1,000	1,000

11. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	71,787	6,600
Later than one year and not later than five years	5,484	-

	77,271	6,600

12. Post Balance Sheet Events

Since 31 March 2025, the company has paid £126,000 for the acquisition of a subsidiary company with a further £50,000 being payable within one year and £50,000 being payable after more than one year.

13. Share Based Payments

The company operates an equity based share option scheme to certain employees which provides additional remuneration for those employees who are key to the company. The options are granted under an approved EMI option plan. The options expire ten years after the date of the grant. Employees are not entitled to dividends until the shares are exercised. All options granted have performance conditions relating to the relevant employee remaining in the employment of the company at exercise.

A reconciliation of share option movements during the year ended 31 March 2025 is shown below:

Number of options - weighted average exercise price

Granted at 01 April 2024: 7,057 - £229

Forfeited during the year: (3,142) - £162

Outstanding as at 31 March 2025: 3,915 - £283

...CONTINUED

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Nurole Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

The company is unable to directly measure the fair value of the share options. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value share option schemes similar to that of the company.

Equity settled schemes - charges arising: £106,017 (2024: £239,417)

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		1,700,904		1,941,521
Tangible Assets	5		27,685		26,339
Investments	6		82,479		-

			1,811,068		1,967,860
CURRENT ASSETS
Debtors	7	840,735		860,578
Cash at bank and in hand		1,253,948		858,915

		2,094,683		1,719,493
Creditors: Amounts Falling Due Within One Year	8	(1,548,853 )		(1,395,640 )

NET CURRENT ASSETS (LIABILITIES)			545,830		323,853

TOTAL ASSETS LESS CURRENT LIABILITIES			2,356,898		2,291,713

Creditors: Amounts Falling Due After More Than One Year	9		-		(128,750 )

PROVISIONS FOR LIABILITIES
Deferred Taxation			(426,425 )		(369,857 )

NET ASSETS			1,930,473		1,793,106

CAPITAL AND RESERVES
Called up share capital	10		1,000		1,000
Share based payment reserves			214,046		239,417
Profit and Loss Account			1,715,427		1,552,689

SHAREHOLDERS' FUNDS			1,930,473		1,793,106