1.
General Information
AMIROSE LONDON LIMITED
is a private company, limited by shares, incorporated in England & Wales, registered number
07103699
. The registered office is 10 Howlett Way, Fison Industrial Estate, Thetford, Norfolk, IP24 1HZ.
The Company year end is 30 March 2025 but these financial statements have been prepared up to 31 March 2025. This is permitted by the Companies Act of 2006, section 390.
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 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.3.
Intangible Fixed Assets and Amortisation - Goodwill
Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the separable net assets. It is amortised to the profit and loss account over its estimated economic life of 5 years.
2.4.
Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets are intellectual property.No amortisation is charged on this.
2.5.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses, apart from plant and machinery which is measured under the revaulation model. 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:
| Leasehold |
|
| Plant & Machinery |
|
| Computer Equipment |
|
2.6.
Leasing and Hire Purchase Contracts
Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.
AMIROSE LONDON LIMITED
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
2.7.
Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.
Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
2.8.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.9.
Financial Instruments
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments such as loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. Trade receivables and payables are not interest-bearing. However if the arrangements of a short-term instrument constitute a financing transaction, such as the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
2.10.
Interest Payable
Interest payable is recognised in the profit or loss in the period in which it is incurred.
2.11.
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.
2.12.
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 years 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 assets reflect 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 and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
AMIROSE LONDON LIMITED
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
2.13.
Provisions and Contingencies
Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.
Contingencies
Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.
Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.
3.
Other Operating Income
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Other operating income |
|
|
|
| 187,878 | - | ||
4.
Auditor's Remuneration
Remuneration received by the company's auditors and their associates during the year was as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Audit Services | |||
| Audit of the company's financial statements |
|
|
|
5.
Average Number of Employees
Average number of employees, including directors, during the year was: 93 (2024: 118)
6.
Interest Payable and Similar Charges
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Bank loans and overdrafts |
|
|
|
| Finance charges payable under finance leases and hire purchase contracts | 22,577 | 14,198 | |
| 233,096 | 216,726 | ||
AMIROSE LONDON LIMITED
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
7.
Intangible Assets
| Goodwill | Other | Total | |
|---|---|---|---|
| £ | £ | £ | |
| Cost | |||
| As at 31 March 2024 |
|
|
|
| As at 31 March 2025 |
|
|
|
| Amortisation | |||
| As at 31 March 2024 |
|
|
|
| Provided during the period |
|
|
|
| As at 31 March 2025 |
|
|
|
| Net Book Value | |||
| As at 31 March 2025 |
|
|
|
| As at 31 March 2024 |
|
|
|
8.
Tangible Assets
| Land & Property | ||||
|---|---|---|---|---|
| Leasehold | Plant & Machinery | Computer Equipment | Total | |
| £ | £ | £ | £ | |
| Cost or Valuation | ||||
| As at 31 March 2024 |
|
|
|
|
| Additions |
|
|
|
|
| Revaluation |
|
|
|
|
| As at 31 March 2025 |
|
|
|
|
| Depreciation | ||||
| As at 31 March 2024 |
|
|
|
|
| Provided during the period |
|
|
|
|
| As at 31 March 2025 |
|
|
|
|
| Net Book Value | ||||
| As at 31 March 2025 |
|
|
|
|
| As at 31 March 2024 |
|
|
|
|
Included within the tangible assets are plant & machinery held at fair value
|
2025
|
|
|
£
|
|
|
Historical cost
|
230,000
|
|
Revaluations
|
459,408
|
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|
|
|
689,408
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|
The plant & machinery was valued market value In Situ basis on 31 March 2024 by Sam Hinder.
AMIROSE LONDON LIMITED
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
9.
Stocks
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Materials |
|
|
|
| Finished goods |
|
|
|
|
|
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||
10.
Debtors
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Trade debtors |
|
|
|
| Amounts owed by participating interests | 49,154 | 400,426 | |
| Other debtors | 464,721 | 336,699 | |
|
|
|
||
| Due after more than one year | |||
| Other debtors | - | 1,665 | |
|
|
|
||
11.
Creditors: Amounts Falling Due Within One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Net obligations under finance lease and hire purchase contracts |
|
|
|
| Trade creditors |
|
|
|
| Bank loans and overdrafts |
|
|
|
| Other creditors | 3,256,537 | 1,936,620 | |
| Corporation tax |
|
|
|
| Taxation and social security | 281,629 | 657,585 | |
| Accruals and deferred income | 208,703 | 140,733 | |
|
|
|
||
12.
Creditors: Amounts Falling Due After More Than One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Net obligations under finance lease and hire purchase contracts |
|
|
|
| Bank loans |
|
|
|
| Other creditors | - | 11,417 | |
|
|
|
||
13.
Secured Creditors
Within other creditors is a balance of £2,189,946 (2024: £1,270,004) which is secured by a fixed and floating charge over the company’s assets.
AMIROSE LONDON LIMITED
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
14.
Loans
An analysis of the maturity of loans is given below:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Amounts falling due within one year or on demand: | |||
| Bank loans |
|
|
|
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Amounts falling due between one and five years: | |||
| Bank loans |
|
|
|
15.
Obligations Under Finance Leases and Hire Purchase
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| The future minimum finance lease payments are as follows: | |||
| Not later than one year |
|
|
|
| Later than one year and not later than five years |
|
|
|
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||
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17.
Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Not later than one year |
|
|
|
| Later than one year and not later than five years |
|
|
|
|
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18.
Pension Commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £56,235 (2024: £67,084).
At the balance sheet date contributions of £11,946 (2024: £11,417) were due to the fund and are included in creditors.
19.
Dividends
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| On equity shares: | |||
| Final dividend paid |
|
|
|
AMIROSE LONDON LIMITED
Notes to the Financial Statements (continued)
For The Year Ended 31 March 2025
20.
Post Balance Sheet Events
On 6 June 2025, subsequent to the year end, the Company was acquired by File Forge Technology PLC in a reverse takeover, which was renamed Amirose London Holdings PLC following completion. As a result of the transaction, Amirose London Limited became a wholly owned subsidiary of the newly renamed holding company.
The directors believe that this transaction represents a significant strategic milestone for the business. The new group structure is expected to enhance access to capital markets, support future growth initiatives and strengthen the Company’s platform for executing its medium- to long-term strategy. As this transaction occurred after the reporting date, it has not been reflected in the financial statements for the year ended 31 March 2025.
On 21 October 2025, Howard White resigned as a director of the company and Mitchell Field was appointed as a director on the same date.
21.
Related Party Disclosures
Other creditors include an interest free current balance of £33,000 (2024: £ 365,766) owed to the director Mr Howard White.