The directors of the company have elected not to include a copy of the income statement within the financial statements.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

TORI Limited is a private company limited by shares incorporated in England and Wales. The company's principal place of business is 125 Old Broad Street, London, EC2N 1AR. The registered office is 2nd Floor, Regis House, 45 King William Street, London, EC4R 9AN. The company's principal activities and nature of its operations are disclosed in the directors' report.

The company financial statements have been prepared and approved by the directors in accordance with UK-adopted international accounting standards (“UK-adopted IFRS”).

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is recognised to the extent the company has rendered services under an agreement, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the company. Revenue is measured at the fair value of the consideration received, exclusive of sales taxes.

The company principally obtains revenue from providing consultancy services. Revenue for services is recognised as the services are performed with unbilled revenue resulting from services already provided accrued at the end of each period and unearned revenue from services to be provided in future periods deferred. Revenue received in advance is deferred until future periods and released to the income statement once the obligation has passed.

Property, plant and equipment 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.

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 recognised in the income statement.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Trade receivables do not carry any interest and are stated at their nominal value. Individual trade receivables are written off when management deem them not to be collectible.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Trade payables are not interest bearing and are stated at their nominal value.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The 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 net profit as reported in the income statement 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.

Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.

Provisions for contingent liabilities are recognised when the company has an obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

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 inventories or non-current 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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Certain employees receive remuneration in the form of share options which have varying exercise dates and may have performance conditions for vesting. Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model which depends on the terms and conditions of the options. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the company uses a Black-Scholes model for the Share Option Plan (EMI Scheme).

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.

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.

The company has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board that are relevant to its operations and effective for accounting periods beginning 1 April 2024. The adoption of these new and revised Standards and Interpretations had no material effect on the profit or loss or financial position of the company.

Standards and interpretations in issue but not yet adopted.

The following UK-adopted IFRSs have been issued but have not been applied by the group in these consolidated financial statements. Their adoption is not expected to have a material effect on the financial statements unless otherwise indicated.

• Amendments to IAS 21: Lack of Exchangeability

• Amendments to IFRS 7 and IFRS 9: Classification and measurement of financial instruments

• Amendments to IFRS 18: Presentation and Disclosure in Financial Statements

• Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures

As yet, none of these have been endorsed for use in the UK and will not be adopted until such time as endorsement is confirmed. The directors do not expect any material impact as a result of adopting the standards and amendments listed above in the financial year they become effective.

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, 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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the share options. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. The company initially measures the cost of cash-settled transactions with employees using a binomial model to determine the fair value of the liability incurred. For cash-settled share based payment transactions, the liability needs to be remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognised in the profit or loss. This requires a reassessment of the estimates used at the end of each reporting period. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the company uses a binomial model. The assumptions and models used for estimating fair value for share based payment transactions are disclosed in the share-based payment note.

Deferred tax assets are recognised for timing differences between the charge to the accounts for share based payments and the corporation tax deduction which will be available when the options are exercised.

The average monthly number of persons (including directors) employed by the company during the year was:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's subsidiaries at 31 March 2025 are as follows:

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

The bank loan is a Coronavirus Business Interruption Loan of £250,000 which was received in 2021 from NatWest. Term four years with no interest or repayments in the first year. Monthly repayments of £6,944 per month from June 2021 to May 2024 at an interest rate of 3.1% over base.

The company received a loan of £500,000 from a third party on 3 March 2022. The loan is repayable on not less than three months’ written notice given by the lender to the company. The loan is interest free until terms and fees are agreed with the lender. At the year end, notice has been given by the lender, but the company is disputing its repayment and/or are counterclaiming for at the least that amount for damages for breach of contract by the lender.

The company received a shareholder loan of £175,000 in June 2019 provided by S. Harvey, wife of M. Harvey a director, which carries an interest charge of 2.5% p.a. The interest accrued was £20,057 (2024: £16,800), of which £3,257 (2024: £4,392) was charged in the year.

The company's principal financial liabilities, other than derivatives, comprise trade and other payables. The main purpose of these financial liabilities is to finance the company's operations. The company's principal financial assets include trade and other receivables, and cash that is generated directly from its operations.

The company is exposed to market risk, credit risk and liquidity risk. The company's senior management oversees the management of these risks.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise the following types of risk: foreign currency risk and interest rate risk.

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The company's exposure to the risk of changes in foreign exchange rates relates primarily to the company's operating activities (when revenue or expense is denominated in a different currency from the company's functional currency) and the company's net investment in foreign subsidiaries.

Management do not view foreign exchange as high risk and as such the company does not hedge but purchases foreign currency at spot rates.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company's exposure to the risk of changes in market interest rates is currently not affected due to the interest charge on the invoice factoring facility being a flat 30-day 9% rate.

Customer credit risk is managed by the company's established policy, procedures and control relating to customer credit risk management. At 31 March 2025, the company had 2 customers (2024: 2) that owed it more than £250,000 and accounted for approximately 62% (2024: 73%) of all receivables owing. The company evaluates the concentration of risk with respect to trade receivables as low, as its customers are primarily tier 1 banks and insurance companies. Trade receivables are non-interest bearing with the majority being on payment terms of 30 to 45 days.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

The company has tax losses that are available indefinitely for offset against future taxable profits totalling £2,024,422 (2024: £2,872,460).

Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms. The main uncertainty relates to estimating the cost that will be incurred at the end of the lease. The parties have agreed the above settlement figure for the lease which ended during the prior year.

The share capital is used to recognise the value of fully paid, allotted and issued shares.

All share classes rank pari passu with the following exceptions:

• A and B Ordinary shareholders must, at the company's absolute discretion, transfer any shares held by them to the company at a fair market value on ceasing to be an employee.

• A and B Ordinary shareholders are not entitled to a vote at general meetings.

• In the event of a sale or winding-up of the company, the distribution to B Ordinary shareholders is determined based on certain hurdle requirements.

The following EMI options were granted over A and B Ordinary shares and remained outstanding at the year end:

EMI options forfeited during the year related to employees with options who left the company before the vesting date.     

The options vest on the earlier of the vesting date specified in each individual option agreement or in the event of a sale or public offering.

None of the B Ordinary share options have a hurdle based on the company value.

There were no A Ordinary share options outstanding at the year end as these had lapsed during the year and therefore no charge has been made related to these options.

The weighted average share price for the B Ordinary share options is considered to be £0.01 and therefore no charge has been made related to these options.

The share premium account is used to recognise payments by shareholders that is greater than the nominal value of a share.

The capital redemption reserve is a non-distributable reserve and represents paid up share capital that has been repurchased by the company.

The share based payments expense reserve is used to recognise the value of equity-settled share based payment transactions provided to employees as part of their remuneration.

Set out below are the future cash outflows to which the lessee is potentially exposed that are not reflected in the measurement of lease liabilities:

The company is not subject to any externally imposed capital requirements.

The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel. Non-executive directors do not receive pension entitlements from the company.

During the year, the company advanced £686,422 (2024: £1,379,576) to TORI Global USA Inc. a company of which TORI Limited is the sole shareholder and payments of £265,521 (2024: £1,427,208) were received by the company. At the year end the company was owed £1,070,405 (2024: £649,504) included within trade and other receivables.

At the year end the company owed £9,551 (2024: £9,551) to Tori Consulting Ireland Limited, a company of which TORI Limited is the sole shareholder, included within trade and other payables.

During the year, the company received services, on an arm’s length basis, from the following:

£57,000 (2024: £32,500) by 7Even Consulting Limited, a company controlled by P Mann, a shareholder.

There is no ultimate controlling party.