ACCOUNTS - Final Accounts preparation

Analysis of the maturity of loans is given below:

Restated 2024

Registered number: 09205220

ABACUS ARK2 LIMITED

AUDITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

ABACUS ARK2 LIMITED

REGISTERED NUMBER: 09205220

BALANCE SHEET

AS AT 31 AUGUST 2025

		2025		Restated 2024
Note		£		£

Fixed assets
Tangible assets	4		479,451		358,742
			479,451		358,742
Current assets
Stocks	5	-		23,760
Debtors: amounts falling due within one year	6	694,881		244,502
Cash at bank and in hand	7	429,905		43,832
		1,124,786		312,094
Creditors: amounts falling due within one year	8	(4,072,980)		(3,676,473)
Net current liabilities			(2,948,194)		(3,364,379)
Total assets less current liabilities			(2,468,743)		(3,005,637)
Creditors: amounts falling due after more than one year			(894)		(11,369)

Net liabilities			(2,469,637)		(3,017,006)

Capital and reserves
Called up share capital	100	100
Profit and loss account	(2,469,737)	(3,017,106)
	(2,469,637)	(3,017,006)

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ABACUS ARK2 LIMITED

REGISTERED NUMBER: 09205220

BALANCE SHEET (CONTINUED)

AS AT 31 AUGUST 2025

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 statement of income and retained earnings 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:

................................................

Mr A Ioannou

Director

Date: 29 May 2026

The notes on pages 4 to 13 form part of these financial statements.

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		ABACUS ARK2 LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 AUGUST 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 September 2023 (as previously stated)	3	(3,144,137)	(3,144,134)
Prior year adjustment	97	100,409	100,506
At 1 September 2023 (as restated)	100	(3,043,728)	(3,043,628)
Comprehensive income for the year
Profit for the year	-	26,622	26,622
Total comprehensive income for the year	-	26,622	26,622

At 1 September 2024 (as previously stated)	3	(3,168,578)	(3,168,575)
Prior year adjustment - correction of error	97	151,472	151,569
At 1 September 2024 (as restated)	100	(3,017,106)	(3,017,006)
Comprehensive income for the year
Profit for the year	-	547,369	547,369
Total comprehensive income for the year	-	547,369	547,369
At 31 August 2025	100	(2,469,737)	(2,469,637)

The notes on pages 4 to 13 form part of these financial statements.

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

1.	General information

Abacus Ark2 Limited is a private company limited by shares, registered in England and Wales.

The company's registration number is 09205220.

The company's registered office is 7 St John's Road, London, England, SW11 1QN.

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 following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future.

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.5

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.

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.7

Pensions

Defined contribution pension plan

The Company contributes into 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.

2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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.

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 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.

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

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.

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:

Leasehold property	-	10%
Fixtures and fittings	-	20%
Nursery equipment	-	25%
Computer equipment	-	25%

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.

2.10

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

2.14

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Employees

The average monthly number of employees, including directors, during the year was 76 (2024 - 64).

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

4.	Tangible fixed assets

	Leasehold property	Plant and machinery	Fixtures and fittings	Nursery equipment	Computer equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 September 2024	-	1,002,897	-	-	-	1,002,897
Additions	146,768	-	7,546	324	29,091	183,729
Transfers between classes	929,864	(1,002,897)	22,271	27,253	23,509	-
At 31 August 2025	1,076,632	-	29,817	27,577	52,600	1,186,626
Depreciation
At 1 September 2024	-	644,155	-	-	-	644,155
Charge for the year on owned assets	55,383	-	2,773	1,207	3,657	63,020
Transfers between classes	580,555	(644,155)	19,079	25,189	19,332	-
At 31 August 2025	635,938	-	21,852	26,396	22,989	707,175
Net book value
At 31 August 2025	440,694	-	7,965	1,181	29,611	479,451
At 31 August 2024	-	358,742	-	-	-	358,742

During the financial year, the directors reviewed the estimated useful economic lives of the company’s asset classes to provide a more accurate reflection of asset consumption.

The previous depreciation policy 33% for plant and machinery.

In accordance with FRS 102 Section 10, this adjustment has been accounted for prospectively as a change in an accounting estimate.

Additionally, during the financial year, the company reviewed the presentation and sub-classification of its tangible fixed assets to provide more reliable and relevant information regarding its asset base, this is detailed in the transfers between classes row in the fixed asset note above.

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

5.	Stocks
		2025	2024
		£	£

Raw materials and consumables	-	23,760
	-	23,760

Debtors

					2025	Restated 2024
					£	£


Trade debtors	159,307	140,132
Amounts owed by group undertakings	387,707	45,801
Other debtors	2,191	101
Prepayments and accrued income	143,285	58,468
Deferred taxation	2,391	-
	694,881	244,502

7.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	429,905	43,832
	429,905	43,832

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

8.	Creditors: Amounts falling due within one year
		2025	Restated 2024
		£	£

Bank loans	10,484	10,225
Trade creditors	167,787	163,876
Amounts owed to group undertakings	3,318,190	3,043,511
Other taxation and social security	41,826	116,516
Other creditors	217,772	69,178
Accruals and deferred income	316,921	273,167
	4,072,980	3,676,473

9.	Creditors: Amounts falling due after more than one year
		2025	Restated 2024
		£	£

Bank loans	894	11,369
	894	11,369

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

Amounts falling due within one year
Bank loans	10,484	10,225
	10,484	10,225
Amounts falling due 1-2 years
Bank loans	894	10,484
	894	10,484
Amounts falling due 2-5 years
Bank loans	-	885
	-	885

	11,378	21,594

11.	Deferred taxation

		2025
		£

	Charged to profit or loss	2,391
	At end of year	2,391

The deferred tax asset is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(118,043)	-
Tax losses carried forward	120,434	-
	2,391	-

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

12.	Pension commitments

The Company contributes into a defined contributions pension scheme. The assets of the scheme are held separately from those of a Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £31,903 (2024 - £23,698). Contributions totaling £9,353 (2024 - £6,318) were payable to the fund at the balance sheet date and are included in creditors.

Not later than 1 year	360,190	360,190
Later than 1 year and not later than 5 years	1,440,760	1,440,760
Later than 5 years	1,335,705	1,695,895
	3,136,655	3,496,845

14.	Related party transactions
	The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group

15.	Controlling party

The parent company is Abacus Ark Holdings Limited and the ultimate controlling party is Imbiba Growth 2
LP.

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ABACUS ARK2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

16.	Prior period adjustments

During the year, the Company identified certain classification and accounting errors relating to prior periods. Accordingly, the comparative figures have been restated in accordance with Section 10 of FRS 102.

The adjustments recognised through opening reserves as at 1 September 2023 resulted in a net increase of £100,409, comprising the following:

- A reclassification of fixed asset costs that did not meet the capitalisation criteria and should therefore have been recognised within the profit and loss account in 2023. This resulted in a reduction in opening reserves of £4,514.
- Depreciation had not been calculated in line with the Company’s accounting policy, resulting in an increase in opening reserves of £148,569.
- A company expense had been incorrectly recorded as a loan repayment in 2020 and should instead have been recognised within administrative expenses. This resulted in a reduction in opening reserves of £10,000.
- An increase in administrative expenses arising from a recalculation of intercompany transactions, resulting in a reduction in opening reserves of £33,646.

The adjustments recognised through opening reserves as at 1 September 2024 included all of the above, together with the following additional items, resulting in a further net increase of £51,063 and a cumulative increase in opening reserves of £151,472:

- A reclassification of fixed asset costs that did not meet the capitalisation criteria and should therefore have been recognised within the profit and loss account in 2024. This resulted in a reduction in opening reserves of £212.
- Depreciation had not been calculated in line with the Company’s accounting policy, resulting in an reduction in opening reserves of £3,755.
- An increase in administrative expenses arising from a recalculation of intercompany transactions, resulting in a reduction in opening reserves of £45,333.
- A decrease in administrative expenses arising from the reversal of an accrual, resulting in an increase in opening reserves of £98,724.
- An adjustment to sales to correct customer deposits held, resulting in an increase in opening reserves of £3,200.
- An increase in bank interest to correct the closing bank loan position, resulting in a reduction in opening reserves of £1,464.
- An increase in administrative expenses arising from the correction of the share capital balance, resulting in a reduction in opening reserves of £97.

17.

Charges

Imbiba Growth 2 LP has a fixed and floating charge over all assets in the form of a debenture which was registered on 26th July 2024.

18.	Auditors' information

The auditors' report on the financial statements for the year ended 31 August 2025 was unqualified.

The audit report was signed on 29 May 2026 by Mr Matthew Wyatt FCA (Senior Statutory Auditor) on behalf of Wellers.

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