| REGISTERED NUMBER: |
| Report of the Directors and |
| Unaudited Financial Statements |
| for the Year Ended 30 April 2025 |
| for |
| Azaries Limited |
| REGISTERED NUMBER: |
| Report of the Directors and |
| Unaudited Financial Statements |
| for the Year Ended 30 April 2025 |
| for |
| Azaries Limited |
| Azaries Limited (Registered number: 10110156) |
| Contents of the Financial Statements |
| for the year ended 30 April 2025 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Balance Sheet | 4 |
| Notes to the Financial Statements | 6 |
| Chartered Accountants' Report | 9 |
| Azaries Limited |
| Company Information |
| for the year ended 30 April 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| 1-2 Charterhouse Mews |
| London |
| EC1M 6BB |
| Azaries Limited (Registered number: 10110156) |
| Report of the Directors |
| for the year ended 30 April 2025 |
| The directors present their report with the financial statements of the company for the year ended 30 April 2025. |
| REVIEW OF BUSINESS |
| Azaries is a UK Artificial Intelligence software developer. The company specialises in taking proven technologies into commercial software products. |
| Azaries has completed the final specification and embarked on the final stages of development of the Azaries SPARK platform. The Platform is an accessible online modelling platform that offers AI explainability, trust and improved accuracy, in particular AI Guardrails. This enables making decisions faster. |
| This is important for organisations because in August 2026, the EU AI Enforcement Act means that Organisations using non-compliant AI in high-risk applications face immediate penalties. |
| Existing systems must be retrofitted or decommissioned, Compliance is not optional-it's mandatory with severe financial penalties with Fines Up to €35M or 7% of global revenue per violation. This is Azaries market. |
| The project is the application of software engineering to Inductive Logic Programming (ILP). Inductive Logic Programming is a mathematical method originating within the United Kingdom (UK) universities' academic community. The limitation with state of ILP prior to the Azaries project was scalability with datasets and the ability to make it function without extensive and specialised computer science and programming competency. |
| The aims of the project are: |
| - Improvement of the prediction accuracy of the ILP method |
| - Scaling the software to use more complex and larger datasets |
| - Building a user interface that mitigated the need for specialised computing skills |
| - Set up the application for commercial use in a cloud-hosted environment |
| The software application makes predictions from data to a higher level of accuracy than any other methods, provides human-understandable reasoning for the predictions and performs this faster and at a substantially lower cost than all other methods. It is called Human Artificial Intelligence (HAI). |
| Azaries has been working with & improving AI algorithms for 10 years, have demonstrable proven results, have a strong, experienced management team and today have the start of revenues through licensing the technology. |
| In the future, licence revenues will spread over multiple application sectors. Azaries has plans for an international growth path in target markets, applicable to many application areas, including e-commerce, finance, recruitment and retention, discovery systems and healthcare. Trademarks have been Granted. |
| The Company has invested £2.85m of capital and also had a cash £78,000 R&D credit award from HMRC. This was awarded after an in-depth technical investigation to establish that Azaries@ technology is a new approach that "solves a problem in an entirely new way previously unavailable using any other software". |
| In the financial year ending April 2026, the company plans to raise a further £5m for further expansion and development. This includes further patent applications and expansion of Trademark registrations. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 May 2024 to the date of this report. |
| Azaries Limited (Registered number: 10110156) |
| Report of the Directors |
| for the year ended 30 April 2025 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| Azaries Limited (Registered number: 10110156) |
| Balance Sheet |
| 30 April 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 7 | ( |
) | ( |
) |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 8 |
| Share premium |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| Azaries Limited (Registered number: 10110156) |
| Balance Sheet - continued |
| 30 April 2025 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Azaries Limited (Registered number: 10110156) |
| Notes to the Financial Statements |
| for the year ended 30 April 2025 |
| 1. | STATUTORY INFORMATION |
| Azaries Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going Concern |
| The directors have considered the ability of the company to continue as a going concern for a period of at least 12 months from the date of signing the financial statements. Having reviewed the current financial position and the forecasts for the next 12 months, the going concern assumption is considered appropriate. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful |
| life. |
| Fixtures & Fittings - 50 % straight line method |
| Computer equipment- 50 % straight line method |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Azaries Limited (Registered number: 10110156) |
| Notes to the Financial Statements - continued |
| for the year ended 30 April 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | INTANGIBLE FIXED ASSETS |
| Other |
| intangible |
| assets |
| £ |
| COST |
| At 1 May 2024 |
| Additions |
| At 30 April 2025 |
| AMORTISATION |
| At 1 May 2024 |
| Charge for year |
| At 30 April 2025 |
| NET BOOK VALUE |
| At 30 April 2025 |
| At 30 April 2024 |
| 5. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| At 1 May 2024 |
| Additions |
| At 30 April 2025 |
| DEPRECIATION |
| At 1 May 2024 |
| Charge for year |
| At 30 April 2025 |
| NET BOOK VALUE |
| At 30 April 2025 |
| At 30 April 2024 |
| Azaries Limited (Registered number: 10110156) |
| Notes to the Financial Statements - continued |
| for the year ended 30 April 2025 |
| 6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade creditors |
| Taxation and social security |
| Other creditors |
| 8. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Share capital 1 | 0.000 | 1 | 1,597 | 1,567 |
| 9. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| As at the balance sheet date, included within other creditors, is an amount of £25,764 (2024: £24,964) due to S Cole, director of the Company. This loan is interest free and repayable on demand. |
| As a the balance sheet date, included within other creditors, is an amount of £NIL (2024: £247,868) due to S Cole, director of the Company. This amount is in relation to accrued directors fees and is interest free and repayable on demand. |
| As a the balance sheet date, included within other creditors, is an amount of £NIL (2024: £252,519) due to S J D Jeffries, director of the Company. This amount is in relation to accrued directors fees and is interest free and repayable on demand. |
| 10. | RELATED PARTY DISCLOSURES |
| At the balance sheet date, included within other debtors, is an amount of £NIL (2024: £251,548) due from Pantiles Wealth Creation LLP, a related party over which Azaries Limited holds significant control. This loan is interest free and repayable on demand. |
| At the balance sheet date, included within other debtors, is an amount of £NIL (2024: £299,823) due from Nevcap Limited, a related party over which the ultimate controlling party of Azaries has significant control. This loan is interest free and repayable on demand. |
| At the balance sheet date, included within other creditors, is an amount of £20,000 (2024: £NIL) due to the wife of S Cole, a director of the company and therefore a related party. This amount is interest free and repayable on demand. |
| 11. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is |
| By virtue of the shareholdings the Ultimate controlling party is S Cole, a director of the Company. |
| Chartered Accountants' Report to the Board of Directors |
| on the Unaudited Financial Statements of |
| Azaries Limited |
| The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies. |
| In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Azaries Limited for the year ended 30 April 2025 which comprise the Income Statement, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us. |
| As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance. |
| This report is made solely to the Board of Directors of Azaries Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Azaries Limited and state those matters that we have agreed to state to the Board of Directors of Azaries Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Azaries Limited and its Board of Directors, as a body, for our work or for this report. |
| It is your duty to ensure that Azaries Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Azaries Limited. You consider that Azaries Limited is exempt from the statutory audit requirement for the year. |
| We have not been instructed to carry out an audit or a review of the financial statements of Azaries Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. |
| 1-2 Charterhouse Mews |
| London |
| EC1M 6BB |