Company registration number SC514876 (Scotland)
PULCEA LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
PULCEA LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
PULCEA LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
58,585
47,557
Tangible assets
3
67,699
90,103
Investments
5
100
-
0
126,384
137,660
Current assets
Debtors
7
408,234
310,657
Cash at bank and in hand
1,750
19,539
409,984
330,196
Creditors: amounts falling due within one year
8
(2,236,366)
(1,830,775)
Net current liabilities
(1,826,382)
(1,500,579)
Net liabilities
(1,699,998)
(1,362,919)
Capital and reserves
Called up share capital
9
400
400
Share premium account
156,800
156,800
Profit and loss reserves
(1,857,198)
(1,520,119)
Total equity
(1,699,998)
(1,362,919)

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

T he 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 Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
IAN ARMSTRONG
Ian Armstrong
Director
Company registration number SC514876 (Scotland)
PULCEA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

Pulcea Ltd is a private company limited by shares incorporated in Scotland. The registered office is C/O Brodies LLP Capital Square, 58 Morrison Street, Edinburgh, United Kingdom, EH3 8BP.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

1.2
Going concern

These financial statements are prepared on the going concern basis. At the balance sheet date, the company had net current liabilities of £1,826,382. Included within these are amounts due to directors of £654,000, a loan from a connected party of £277,500 and a £908,110 loan from ex shareholder who resigned from the board during the reporting period. The directors, connected parties, current and previous shareholders will not seek repayment of the loans to the detriment of the company. Based on this assessment the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.

1.3
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

PULCEA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents
20 years straight line
1.6
Tangible fixed assets

Tangible fixed assets 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 on the following bases:

Leasehold improvements
25% straight line
Plant and machinery etc
25% straight line

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 credited or charged to profit or loss.

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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.

1.10
Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors. These are measured at amortised cost and 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 Statement of comprehensive income.

1.11
Taxation

The tax expense represents the sum of the tax currently payable or recoverable.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.

PULCEA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing 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.

1.12
Employee benefits

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 stock or fixed 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.

1.13
Retirement benefits

The company operates a defined contribution plan for it's 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 the Statement of comprehensive income 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.

1.14
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Government grants

G rants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.16
Foreign exchange

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.

PULCEA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
2
Employees

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

2025
2024
Number
Number
Total
3
4
3
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2025
2,185
174,835
177,020
Additions
-
0
4,290
4,290
At 31 December 2025
2,185
179,125
181,310
Depreciation and impairment
At 1 January 2025
2,185
84,732
86,917
Depreciation charged in the year
-
0
26,694
26,694
At 31 December 2025
2,185
111,426
113,611
Carrying amount
At 31 December 2025
-
0
67,699
67,699
At 31 December 2024
-
0
90,103
90,103
PULCEA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
4
Intangible fixed assets
Patents
£
Cost
At 1 January 2025
51,461
Additions
14,278
At 31 December 2025
65,739
Amortisation and impairment
At 1 January 2025
3,904
Amortisation charged for the year
3,250
At 31 December 2025
7,154
Carrying amount
At 31 December 2025
58,585
At 31 December 2024
47,557
5
Fixed asset investments
2025
2024
£
£
Other investments other than loans - see note 6
100
-
0
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 January 2025
-
Additions
100
At 31 December 2025
100
Carrying amount
At 31 December 2025
100
At 31 December 2024
-
6
Subsidiaries

Pulcea Ltd owns 100% of the issued share capital of Pulcea (OWF) Ltd, a company incorporated on 08 May 2025 (registered office is Blyth Workspace, Commissioners Quay, Quay Road, Blyth, NE24 3AF) in which both Ian Armstrong and Ian Jamieson are both directors.

PULCEA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
408,234
310,657
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
33,130
115,990
Other creditors
2,203,236
1,714,785
2,236,366
1,830,775

Included within Other creditors is a loan due to former shareholder Aqua Pharma Group AS as detailed in note 11.

9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
100
100
400
400

During the financial year the main shareholder resigned from the board relinquishing their shares to the remaining shareholders.

10
Operating lease commitments
As lessee

At 31 December 202 5, the company had total commitments under non-cancellable operating leases over the remaining life of those leases of £13,020 (2024: £6,975).

11
Related party transactions

At the year end there were balances outstanding to the directors of £654,000 (2024 - £315,000) and balances outstanding to a connected party of £277,500 (2024 - £200,000),

These loans are unsecured with no fixed repayment terms and interest is applied at market rates.

A former corporate shareholder, Aqua Pharma Group AS, resigned as a shareholder during the year. At the balance sheet date, an amount of £908,110 (2024 - £908,110) remained outstanding to Aqua Pharma Group AS. This loan comprises of the total amount owed by the company.

This loan is unsecured with no fixed repayment terms and interest is applied at market rates.

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