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Registered number: 11963576 QBYSS LTD (FORMERLY ENERGY RESEARCH LAB LTD) FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
QBYSS LTD CONTENTS
| Page
Company information | 1
Balance sheet | 2
Notes to the financial statements | 3 - 14
QBYSS LTD COMPANY INFORMATION
Directors | J M Van Spall
| L Harrison
| R A Wozniak
Registered number | 11963576
Registered office | 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Independent auditor | AAB Audit & Accountancy Limited
| 1 Leadenhall Street
| London
| EC3V 1AB
Page 1
|  | REGISTERED NUMBER:11963576
QBYSS LTD BALANCE SHEET AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 5 |  | 89,585 |  | 75,899
Tangible assets | 6 |  | 198,916 |  | 371,053
|  |  | 288,501 |  | 446,952
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 460,893 |  | 328,800 |
Cash at bank and in hand |  | 401,935 |  | 419,275 |
|  | 862,828 |  | 748,075 |
Creditors: amounts falling due within one year | 8 | (3,116,473) |  | (2,578,827) |
Net current liabilities |  |  | (2,253,645) |  | (1,830,752)
Creditors: amounts falling due after more than one year | 9 |  | (2,809,317) |  | (138,603)
Net liabilities |  |  | (4,774,461) |  | (1,522,403)
Capital and reserves |  |  |  |  |
Called up share capital | 11 |  | 25 |  | 25
Share premium account |  |  | 5,028,803 |  | 5,028,803
Profit and loss account |  |  | (9,803,289) |  | (6,551,231)
Net deficit |  |  | (4,774,461) |  | (1,522,403)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
L Harrison
Director
Date: 25 March 2026
The notes on pages 3 to 14 form part of these financial statements. Page 2
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | General information
QBYSS Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. The company changed its name from Energy Research Lab Ltd by a provision in its articles on 20 November 2024. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3). The company has elected to early adopt the FRS102 requirements of the Periodic Review 2024 amendments and have applied a modified retrospective approach on transition to the revised Section 20 Leases of FRS102, effective on 1 October 2023. The following principal accounting policies have been applied:
| 2.2 | Going concern
The board have prepared forecasts which indicate that the business will require additional funding within the next 12 months in order to continue in operational existence. The parent company, Luglio Limited, has consequently pledged to provide such additional support as may be required to ensure that the business can continue to meet its liabilities as they fall due and remain in operational existence for a period of not less than 12 months from the date of signing of these financial statements. Accordingly these accounts have been prepared on a going concern basis. In assessing the appropriateness of the going concern basis, the directors have considered the financial position of Luglio Limited and the support provided to date, including significant dividends received by Luglio Limited subsequent to the reporting period. Based on this assessment, the directors are satisfied that Luglio Limited has the ability to continue to provide financial support to the company as required. Page 3
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.
| 2.4 | Research and development
Research expenditure is written off against profits in the year in which it is incurred. Identifiable expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Pensions
Defined contribution pension plan The company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into 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 when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds. Page 4
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.8 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. 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. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Patents | - | 20 | years
|  |  |  | Intellectual property | - | 3 | years
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. 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. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | over 1 - 4 years
|  |  |  | Office equipment | - | over 3 years
|  |  |  | Right-of-use assets | - | over the lease term
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. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 5
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.10 | Leases: the company as lessee
I dentification of a lease At inception of a contract, it is assessed to determine whether the contract is, or contains, a lease. 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. If the terms and conditions of a contract are changed, it is reassessed to once again determine if the contract is still or now contains a lease. Where a contract contains a lease, each lease component within the contract is accounted for separately from the non-lease components. The consideration is then allocated to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components are determined on the basis of the price the lessor, or a similar supplier, would charge an entity for that component, or a similar component, separately. If an observable stand-alone price is not readily available, an estimate of the stand-alone price is made, maximising the use of observable information in each case. All non-lease components are accounted for in accordance with whichever policy is applicable to them. Lease term The term of a lease is determined as the non-cancellable period of the lease, together with the periods covered by an option to extend the lease where there is reasonable certainty that the option will be exercised, and periods covered by an option to terminate the lease if there is reasonable certainty that the option will not be exercised. The assessment of the reasonable certainty of the exercising of options to extend the lease or not exercising of options to terminate the lease is reassessed upon the occurrence of either a significant event or a significant change in circumstances that is within the company’s control and it affects the reasonable certainty assumptions. The assessment of the lease term is revised if there is a change in the non-cancellable lease period. Recognition At inception (or transition date), a right-of-use asset and a lease liability are recognised. Lease liabilities are included in the statement of financial position as a separate line item. Measurement at inception The lease liability is initially measured at the present value of the lease payments that are not yet paid at the commencement date. Lease payments are discounted using the interest rate implicit in the lease, if the rate can be readily determined, otherwise it is based on the company’s incremental borrowing rate. The following lease payments are included whether they are not paid at the commencement date: ∙fixed payments, less any lease incentives receivable; ∙variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; ∙amounts expected to be payable under residual value guarantees; ∙the exercise price of a purchase option if there is reasonably certainty that the option will be exercised; and ∙payments of penalties for terminating the lease, if the lease term reflects exercising an option to terminate the lease. Page 6
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued) Subsequently, the lease liability is measured by: ∙increasing the carrying amount to reflect interest on the lease liability; ∙reducing the carrying amount to reflect the lease payments made; and ∙remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. The periodic rate of interest is the discount rate described above. Profit or loss for the year will include the interest expense on the lease liability, and the variable costs not included in the measurement of the lease liability are included in the year in which the event of condition that triggers the payment of the variable costs occurs.
| 2.11 | Right-of-use assets
Recognition At inception (or transition date), a right-of-use asset and a lease liability are recognised. Right-of-use assets are included in the statement of financial position as a separate line item. Measurement at inception Right-of-use assets are initially measured at cost, comprising the following: ∙the amount of the initial measurement of the lease liability; ∙any lease payments made at or before the commencement date, less any lease incentives received; ∙any initial direct costs incurred; and ∙an estimate of costs to be incurred in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. The obligation for those costs are incurred either at the commencement date or as a consequence of having used the underlying asset during a particular period. Subsequently, right-of-use assets are measured using the cost model. Where a lease transfers ownership of the underlying asset by the end of the lease term or if the cost of the right-of-use asset reflects a purchase option will be exercised, the right-of-use asset is depreciated from the commencement date to the end of the useful life of the underlying asset. Otherwise, the right-of-use asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The company tests for impairment where there is an indication that a right-of-use asset may be impaired. An assessment of whether there is an indication of possible impairment is done at each reporting date. Where the carrying amount of a right-of-use asset is greater than the estimated recoverable amount, it is written down immediately to its recoverable amount. The resulting impairment loss is recognised immediately in profit or loss, except where the decrease reverses a previously recognised revaluation increase for the same asset the decrease is recognised in other comprehensive income to that extent and reduces the amount accumulated in equity under revaluation surplus, and future depreciation charges are adjusted in future periods to allocate the revised carrying amount, less its residual value, on a systematic basis over its remaining useful life. Page 7
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.12 | Cash at bank and in hand
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.13 | Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 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. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors, cash and bank balances, are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Page 8
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
|  | Financial instruments (continued)
Impairment of financial assets Financial assets 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 in the profit and loss account. 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 the company would receive for the asset if it were to be sold at the reporting date. For financial assets 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. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
| 2.14 | Provisions for liabilities
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet. Page 9
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.15 | Share capital
Ordinary shares are classified as equity.
| 2.16 | Convertible debt
The proceeds received on issue of the company's convertible debt are allocated into their liability and equity components and presented separately in the balance sheet. The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate. Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.
| 2.17 | Current and deferred tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 10
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
3. | Judgements in applying accounting policies 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 amounts 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 period if the revision affects both current and future periods. Incremental borrowing rate The company makes an estimate of the incremental borrowing rate which is used to calculate the present value of lease obligations on agreements entered that do not contain an implicit rate of interest. When assessing the incremental borrowing rate management consider current interest rates on group loans and interest rates available in the market place. Any adjustment to the discount rate would have an impact on the initial value of the right-of-use asset and corresponding liability.
4. | Employees
| The average monthly number of employees, including directors, during the year was 18 (2024 - 12).
5. | Intangible assets
|  | Patents | Intellectual property | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 October 2024 | 79,296 | 480,000 | 559,296
| Additions | 17,811 | - | 17,811
| At 30 September 2025 | 97,107 | 480,000 | 577,107
| Amortisation |  |  |
| At 1 October 2024 | 3,397 | 480,000 | 483,397
| Charge for the year | 4,125 | - | 4,125
| At 30 September 2025 | 7,522 | 480,000 | 487,522
| Net book value |  |  |
| At 30 September 2025 | 89,585 | - | 89,585
| At 30 September 2024 | 75,899 | - | 75,899
Page 11
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
6. | Tangible fixed assets
|  | Plant and machinery | Office equipment | Right-of-use assets | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 October 2024 | 413,258 | 399,183 | 199,393 | 1,011,834
| Additions | - | 24,966 | - | 24,966
| At 30 September 2025 | 413,258 | 424,149 | 199,393 | 1,036,800
| Depreciation |  |  |  |
| At 1 October 2024 | 316,227 | 310,169 | 14,385 | 640,781
| Charge for the year | 64,025 | 66,613 | 66,465 | 197,103
| At 30 September 2025 | 380,252 | 376,782 | 80,850 | 837,884
| Net book value |  |  |  |
| At 30 September 2025 | 33,006 | 47,367 | 118,543 | 198,916
| At 30 September 2024 | 97,031 | 89,014 | 185,008 | 371,053
| The company holds lease agreements for office space, with fixed periods of 3 years. The lease agreements do not include any extension options.
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other debtors | 374,840 | 209,827
| Prepayments | 86,053 | 118,973
|  | 460,893 | 328,800
Page 12
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
8. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 85,320 | 129,182
| Convertible loans | 2,856,452 | 2,256,010
| Lease liabilites | 76,102 | 54,264
| Other creditors | 7,690 | 2,833
| Accruals | 90,909 | 136,538
|  | 3,116,473 | 2,578,827
| The convertible loans comprise £2,600,000 unsecured loan notes (2024: £2,200,000) and £256,452 accrued interest (2024: £56,010). In accordance with the terms of the agreement, the principal and accrued interest are convertible into a variable number of shares upon the occurrence of certain specified events and were due to mature on 5 September 2025. Subsequent to the reporting date, the company reached agreement with Luglio Limited, the holder, to extend the maturity date of the convertible loan notes to 31 December 2026. Furthermore, as set out in note 2.2, Luglio Limited has confirmed that it will not seek repayment of any balances outstanding unless and until the company considers that it has surplus funds available.
9. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Lease liabilities | 62,501 | 138,603
| Amounts owed to group undertakings | 2,746,816 | -
|  | 2,809,317 | 138,603
| Amounts due to group undertakings comprise: ∙An unsecured loan of £1,432,452 (2024: £nil) on which interest is payable at 9.5% plus Euribor 3-month rate. Accrued interest at the year end amounted to £91,880 (2024: £nil). Both the loan and interest are repayable on 16 January 2027. ∙An unsecured loan of £1,200,000 (2024: £nil) on which interest is payable at 15.2% plus Euribor 3-month rate. Accrued interest at the year end amounted to £22,484 (2024: £nil). Both the loan and interest are repayable on 31 December 2027.
Page 13
QBYSS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
10. | Lease liabilities
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 76,102 | 54,264
| Between 1-5 years | 62,511 | 138,603
|  | 138,613 | 192,867
| As at 30 September 2025, the carrying amount of the company’s lease liabilities is £138,603 (2024: £192,867). The total interest expense recognised in the financial statements for the year amounted to £8,415. During the year, total cash outflows for lease payments were £62,768, including amounts paid for variable lease expenses not included in the recognised lease liabilities. The company's lease liabilities have remained unchanged during the period, with no remeasurement required.
11. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted and called up |  |
|  | 25,018 (2024 - 25,018) Ordinary shares of £0.001 each | 25 | 25
12. | Pension commitments
The pension cost charge of £43,180 (2024: £20,071) represents contributions payable by the company to an independently administered pension fund, of which £7,196 was outstanding at the year end (2024: £1,835).
13. | Related party transactions
| The company had transactions with related parties during the year that require disclosure under Section 33 of FRS 102. Details of loans and balances with group undertakings are shown in note 8 and note 9.
14. | Controlling party
The smallest and largest parent company is Luglio Limited a company registered in Cyprus. The address of its registered office is 25, Spyrou Araouzou Str., Berengaria Building, 6th Floor, Ayia Napa Area, 3036 Limassol, Cyprus.
15. | Auditor's information
The auditor's report on the financial statements for the year ended 30 September 2025 was unqualified. The audit report was signed on 25 March 2026 by James Snape (senior statutory auditor) on behalf of AAB Audit & Accountancy Limited. Page 14