Gardenia Technologies Ltd Company accounts

COMPANY REGISTRATION NUMBER: 10047691

Gardenia Technologies Ltd

Unaudited Financial Statements

31 March 2025

Gardenia Technologies Ltd

Financial Statements

Year ended 31 March 2025

Contents	Page

Directors' report	1

Statement of comprehensive income	2

Statement of financial position	3

Statement of changes in equity	5

Notes to the financial statements	6

Gardenia Technologies Ltd

Directors' Report

Year ended 31 March 2025

The directors present their report and the unaudited financial statements of the company for the year ended 31 March 2025 .

Directors

The directors who served the company during the year were as follows:

J Schneider
R Schneider
J Wu

Small company provisions

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

This report was approved by the board of directors on 26 December 2025 and signed on behalf of the board by:

J Schneider

Director

Registered office:

10 Orange Street

Haymarket

London

WC2 H7DQ

Gardenia Technologies Ltd

Statement of Comprehensive Income

Year ended 31 March 2025

	2025	2024
Note	£	£
Turnover	340,272	194,500

Cost of sales	( 29,697)	–
	---------	---------
Gross profit	310,575	194,500

Administrative expenses	( 2,362,762)	( 1,674,103)
Other operating income	–	5,110
	------------	------------
Operating loss	( 2,052,187)	( 1,474,493)

Interest payable and similar expenses		( 451,701)	( 303,998)
		------------	------------
Loss before taxation	5	( 2,503,888)	( 1,778,491)

Tax on loss	239,443	161,659
	------------	------------
Loss for the financial year and total comprehensive income	( 2,264,445)	( 1,616,832)
	------------	------------

All the activities of the company are from continuing operations.

The company has no other recognised items of income and expenses other than the results for the year as set out above.

Gardenia Technologies Ltd

Statement of Financial Position

31 March 2025

	2025	2024
Note	£	£

Fixed assets

Tangible assets	6	274	215

Current assets

Debtors	7	1,002,831	558,868
Cash at bank and in hand		46,187	29,076
		------------	---------
		1,049,018	587,944

Creditors: amounts falling due within one year	8	( 2,494,780)	( 1,922,095)
		------------	------------
Net current liabilities		( 1,445,762)	( 1,334,151)
		------------	------------
Total assets less current liabilities		( 1,445,488)	( 1,333,936)

Creditors: amounts falling due after more than one year	9	( 4,143,959)	( 4,222,831)
		------------	------------
Net liabilities		( 5,589,447)	( 5,556,767)
		------------	------------

Capital and reserves

Called up share capital	27,658	25,064
Share premium account	5,164,919	2,935,748
Profit and loss account	( 10,782,024)	( 8,517,579)
	-------------	------------
Shareholders deficit	( 5,589,447)	( 5,556,767)
	-------------	------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

For the year ending 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- 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 ;

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

Gardenia Technologies Ltd

Statement of Financial Position (continued)

31 March 2025

These financial statements were approved by the board of directors and authorised for issue on 26 December 2025 , and are signed on behalf of the board by:

J Schneider

Director

Company registration number: 10047691

Gardenia Technologies Ltd

Statement of Changes in Equity

Year ended 31 March 2025

	Called up share capital	Share premium account	Profit and loss account	Total
	£	£	£	£
At 1 April 2023	25,064	2,935,748	( 6,900,747)	( 3,939,935)

Loss for the year			( 1,616,832)	( 1,616,832)
	--------	------------	------------	------------
Total comprehensive income for the year	–	–	( 1,616,832)	( 1,616,832)

At 31 March 2024	25,064	2,935,748	( 8,517,579)	( 5,556,767)

Loss for the year			( 2,264,445)	( 2,264,445)
	--------	------------	------------	------------
Total comprehensive income for the year	–	–	( 2,264,445)	( 2,264,445)

Issue of shares	2,594	2,229,171	–	2,231,765
	-------	------------	----	------------
Total investments by and distributions to owners	2,594	2,229,171	–	2,231,765

	--------	------------	-------------	------------
At 31 March 2025	27,658	5,164,919	( 10,782,024)	( 5,589,447)
	--------	------------	-------------	------------

Gardenia Technologies Ltd

Notes to the Financial Statements

Year ended 31 March 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 10 Orange Street, Haymarket, London, WC2H 7DQ. The principal place of business is 71-91 Aldwych, London, WC2B 4HN.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The Board of Directors of the company consider the company to be a going concern. The company's financial condition and its place for future operations give the Board confidence in making this statement. Over the past year, the company has shown consistent and promising growth in terms of both is customer base and revenue, with a number of Partnerships established and created a strong foothold in the market. The company has continued to maintain and increase its sales volume, while continuously working towards improving operational efficiencies. Currently, the company has agreed large additional equity capital investment. After careful evaluation of the growth trajectory, financial outlook, and strategic objectives, the Board of Directors is confident that the capital raised will significantly enhance the company's ability to execute its business plan and sustain its competitive edge. These funds will be used to expand operations, invest in R&D, strengthen marketing efforts, and to support working capital requirements. The successful raising of this funding will enable the business to meet its obligations and sustain growth into the foreseeable future. Despite the inherent uncertainties and risks associated with any start-up, the current financial position, combined with promising prospects, competent management team, and the anticipated funding round, offer a compelling argument for future profitability. It is on this basis that the directors affirm their belief that the company is considered to be a going concern. Nonetheless, the Board acknowledges that the company's ability to continue as a going concern relies upon achieving the forecasted growth and the successful completion of the funding round. Therefore, management will continue to closely monitor and manage operations, financial condition, and funding initiatives to ensure the ongoing viability of the company.

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of (enter name of group financial statements) which can be obtained from (enter detail). As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: a) No cash flow statement has been presented for the company.

Judgements and key sources of estimation uncertainty

i) Tangible fixed assets Fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation and product life cycles are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Revenue recognition

Turnover is measured at the fair value of consideration received for services provided in respect of proprietary technology, net of discounts and Value Added Tax.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Equipment	-	50% straight line

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Convertible debt is recognised with under the split accounting method with the equity element of the debt being taken to equity and the liability of the debt shown in creditors. This it done to the extent that the difference between the equity and debt components is considered material to the accounts. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 15 (2024: 14 ).

5. Profit before taxation

Profit before taxation is stated after charging:

	2025	2024
	£	£
Depreciation of tangible assets	1,161	1,492
	-------	-------

6. Tangible assets

	Equipment
	£
Cost
At 1 April 2024	29,038
Additions	1,220
	--------
At 31 March 2025	30,258
	--------
Depreciation
At 1 April 2024	28,823
Charge for the year	1,161
	--------
At 31 March 2025	29,984
	--------
Carrying amount
At 31 March 2025	274
	--------
At 31 March 2024	215
	--------

7. Debtors

	2025	2024
	£	£
Trade debtors	31,041	26,725
Amounts owed by group undertakings and undertakings in which the company has a participating interest	468,881	355,257
Other debtors	502,909	176,886
	------------	---------
	1,002,831	558,868
	------------	---------

8. Creditors: amounts falling due within one year

	2025	2024
	£	£
Trade creditors	156,722	37,078
Social security and other taxes	230,024	250,515
Other loans	10,356	10,104
Other creditors	2,097,678	1,624,398
	------------	------------
	2,494,780	1,922,095
	------------	------------

9. Creditors: amounts falling due after more than one year

	2025	2024
	£	£
Amounts owed to group undertakings and undertakings in which the company has a participating interest	2,981,515	3,118,651
Other creditors	1,162,444	1,104,180
	------------	------------
	4,143,959	4,222,831
	------------	------------

10. Related party transactions

During the year, no expenses were paid on behalf of the company by the parent company, Gardenia Capital Ltd. At the balance sheet date, £70,826 (2024: £70,826) is outstanding to Gardenia Capital Ltd in respect of these amounts. The balance is repayable on demand and carries no interest. During the year, Gardenia Capital Ltd loaned the company £184,000 (2024: £764,935) with an interest rate of 6% and received repayments of £500,000 (2024: £nil). Interest was charged on the loan of £296,586 (2024: £147,340). At the balance sheet date £2,910,689 (2024: £3,047,825) was due to Gardenia Capital Ltd. During the year, a loan was provided to Gardenia Technologies Colombia SAS, which is considered a related party as under common control. The loan is interest free and repayable on demand. As at the balance sheet date, £468,881 (2024: £355,257) is due from Gardenia Technologies Colombia SAS.

11. Controlling party

The parent and ultimate parent company is Gardenia Capital Ltd , incorporated in England and Wales.