Youtility Holdco Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 15079615

Youtility Holdco Limited

Filleted Unaudited Financial Statements

30 September 2025

Youtility Holdco Limited

Financial Statements

Year ended 30 September 2025

Contents	Page

Balance sheet	1

Notes to the financial statements	3

Youtility Holdco Limited

Balance Sheet

30 September 2025

	2025		2024
Note	£	£	£

Fixed assets

Investments	4		1,948,960	1,948,960

Current assets

Debtors	5	–	579,751
Cash at bank and in hand		126	125
		----	---------
		126	579,876

Creditors: amounts falling due within one year	6	1,633,590		2,400
		------------		---------
Net current (liabilities)/assets			( 1,633,464)	577,476
			------------	------------
Total assets less current liabilities			315,496	2,526,436

Creditors: amounts falling due after more than one year	7	–	692,400
		---------	------------
Net assets		315,496	1,834,036
		---------	------------

Youtility Holdco Limited

Balance Sheet (continued)

30 September 2025

	2025		2024
Note	£	£	£

Capital and reserves

Called up share capital	9	222	130
Share premium account	10	2,787,818	1,688,251
Capital contribution	10	203,744	203,744
Convertible loan equity reserve	10	70,448	44,531
Profit and loss account	10	( 2,746,736)	( 102,620)
		------------	------------
Shareholders funds		315,496	1,834,036
		------------	------------

These financial statements have been prepared and delivered 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'.

In accordance with section 444 of the Companies Act 2006, the profit and loss account has not been delivered.

For the year ending 30 September 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 .

These financial statements were approved by the board of directors and authorised for issue on 26 May 2026 , and are signed on behalf of the board by:

T R Boyd

Director

Company registration number: 15079615

Youtility Holdco Limited

Notes to the Financial Statements

Year ended 30 September 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 6 Corunna Court, Corunna Road, Warwick, CV34 5HQ.

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 non-market rate convertible loans and in sterling, which is the functional currency of the entity.

Going concern

The directors acknowledge the loss for the year and the net liabilities position of the principal trading subsidiary at the balance sheet date. This is as expected for the start-up phase of the business pre-revenue. The directors have reviewed the company's current liquid resources, access to capital through investors, and other future support through its shareholders. Based on that review the directors have concluded that the company will have adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. Accordingly they continue to adopt the going concern basis in preparing these financial statements.

Consolidation

The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.

Judgements and key sources of estimation uncertainty

All significant judgements applied in preparing the financial statements are disclosed in the accounting policies. No material estimates have been applied.

Share-based payments

Equity-settled share-based payment transactions are measured at fair value of the assets acquired or if this cannot be reliably measured, at fair value of the equity instruments issued at the date of the transaction. The fair value is estimated using an appropriate valuation methodology and the judgement of the directors. Where a share-based payment transaction is settled by another group entity, the corresponding increase in equity is taken to a capital contribution equity reserve.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Current tax is recognised on taxable profit for the current and past periods. Deferred tax is recognised in respect of all timing differences at the reporting date.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

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.

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 using the effective interest rate. The debt components of convertible loans are initially recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. The remaining balance of the transaction price is recognised in equity.

4. Investments

	Shares in group undertakings
	£
Cost
At 1 October 2024 and 30 September 2025	1,948,960
	------------
Impairment
At 1 October 2024 and 30 September 2025	–
	------------

Carrying amount
At 30 September 2025	1,948,960
	------------
At 30 September 2024	1,948,960
	------------

5. Debtors

	2025	2024
	£	£
Amounts owed by group undertakings	–	579,751
	----	---------

6. Creditors: amounts falling due within one year

	2025	2024
	£	£
Other creditors	1,633,590	2,400
	------------	-------

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

	2025	2024
	£	£
Other creditors	–	692,400
	----	---------

8. Financial instruments

The carrying amount for each category of financial instrument is as follows:

	2025	2024
	£	£

Financial liabilities measured at amortised cost

Debt component of convertible loans measured at amortised cost	1,429,552	661,967
	------------	---------

9. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
A ordinary shares of £ 0.000001 each	127,378,668	127	125,597,789	126
B ordinary shares of £ 0.000001 each	4,560,344	5	4,560,344	5
C ordinary shares of £ 0.000001 each	78,220,379	78	–	–
Preference shares of £ 0.000001 each	12,336,066	12	–	–
	--------------	----	--------------	----
	222,495,457	222	130,158,133	130
	--------------	----	--------------	----

10. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Capital contribution - This reserve records the amount of share based payments satisfied by the issue of equity instruments by another group entity. Convertible loan equity reserve - This reserve records the fair value of the equity element of convertible loans.