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Registration number: 11067668

Circulor Ltd

Filleted Financial Statements

for the Year Ended 31 March 2025

 

Circulor Ltd

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 11

 

Circulor Ltd

Company Information

Director

G J Palmer

Registered office

Aircraft Factory
100 Cambridge Grove
London
England
W6 0LE

Auditors

Wem & Co
Chartered Accountants & Registered AuditorsSavoy House
Savoy Circus
London
W3 7DA

 

Circulor Ltd

(Registration number: 11067668)
Balance Sheet as at 31 March 2025

Note

12 months to 31.03.25
£

(As restated)

15 months to 31.03.24
£

Fixed assets

 

Tangible assets

4

29,781

74,467

Current assets

 

Debtors

5

9,332,478

7,477,736

Cash at bank and in hand

 

457,713

5,762,189

 

9,790,191

13,239,925

Creditors: Amounts falling due within one year

6

(33,243,577)

(33,477,530)

Net current liabilities

 

(23,453,386)

(20,237,605)

Net liabilities

 

(23,423,605)

(20,163,138)

Capital and reserves

 

Called up share capital

7

1,000

1,000

Retained earnings

(23,424,605)

(20,164,138)

Shareholders' deficit

 

(23,423,605)

(20,163,138)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the director has not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 10 July 2026
 

.........................................
G J Palmer
Director

   
     
 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Aircraft Factory
100 Cambridge Grove
London
England
W6 0LE

These financial statements were authorised for issue by the director on 10 July 2026.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of 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 presentational currency is Pound Sterling (£).

 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

2

Accounting policies (continued)

Going concern

Since the year end, the Group has strengthened its funding position, raising £4.5m in May 2025 through the issue of a convertible loan note. The note converts into equity on maturity in May 2027 and is not repayable in cash, and accordingly does not represent a cash outflow within the going concern assessment period. The Group has also implemented a significant restructuring of its cost base during the current period, building on the reduction in
administrative expenses achieved during the year.

The directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. These forecasts reflect the Group's reduced cost base, its contracted revenues, and the transition of the commercial model towards volume-based subscription contracts. On this basis, the directors consider that the Group has sufficient resources to continue in operational existence without the need for further financing over the forecast period, and expect the Group to reach a monthly operating break-even position within that period.

The forecasts are sensitive to a number of key assumptions, including:
• the timing of collections from customers, in particular certain overseas customers, where receivables collection has remained an area of focus during the year;
• the timing of receipt of R&D tax credits; and
• the rate at which the Group's contracted and prospective pipeline converts into recognised revenue and cash, reflecting the nature of the volume-based subscription model under which conversion builds over time as customer production volumes ramp and implementation progresses.

The directors have given careful consideration to these sensitivities, including reasonably possible downside scenarios in relation to the timing of customer collections and pipeline conversion. Having done so, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the forecast period and, accordingly, continue to adopt the going concern basis in preparing the financial statements.
 

 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

2

Accounting policies (continued)

Audit report

The Independent Auditor's Report was unqualified.

The name of the Senior Statutory Auditor who signed the audit report on 10 July 2026 was Shanoor Miah BSc FCA, who signed for and on behalf of Wem & Co.

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

Revenue recognition

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services

Turnover 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 turnover 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.

When cash is received in advance of the service being provided, the turnover is deferred and held within accruals and deferred income in the financial statements and released to the profit and loss in line with the stage of completion of the contract.

Management charges are recognised on an annual basis in line with the management charge agreement and accrued when not invoiced.

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Statement of income and retained earnings in the same period as the related expenditure.

Interest income

Interest income is recognised in profit or loss using the effective interest method

 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

2

Accounting policies (continued)

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable 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.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery

33% straight line basis

Fixtures and fittings

20% - 50% straight line basis

 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

2

Accounting policies (continued)

Computer equipment

33% straight line basis

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Financial instruments

Classification
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
 

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

2

Accounting policies (continued)

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Prior year adjustment

During the year, it was identified that staff costs relating to the branch operations for the year ended 31 March 2024 had been omitted from the financial statements. In accordance with FRS 102 Section 10 (Accounting Policies, Estimates and Errors), this has been treated as a prior year adjustment and the comparative figures have been restated accordingly.

The effect of the restatement on the financial statements is as follows:

£

Retained reserves as previously reported (31 March 2024)

(19,996,586)

Prior year adjustment - staff costs omitted

(167,552)

Restated retained reserves (31 March 2024 / 1 April 2024 opening)

(20,164,138)

The adjustment has no impact on the current year profit or loss. The opening reserves for the year ended 31 March 2025 have been restated to £(20,164,138).

 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

3

Staff numbers

The average number of persons employed by the company (including the director) during the year, was 27 (2024 - 30).

4

Tangible assets

Fixtures and fittings
£

Plant and machinery
£

Office equipment
£

Total
£

Cost or valuation

At 1 April 2024

167,274

76,498

180,687

424,459

Additions

-

-

4,381

4,381

Disposals

-

-

(5,709)

(5,709)

At 31 March 2025

167,274

76,498

179,359

423,131

Depreciation

At 1 April 2024

130,772

66,733

152,487

349,992

Charge for the year

11,402

9,765

27,424

48,591

Eliminated on disposal

-

-

(5,233)

(5,233)

At 31 March 2025

142,174

76,498

174,678

393,350

Carrying amount

At 31 March 2025

25,100

-

4,681

29,781

At 31 March 2024

36,502

9,765

28,200

74,467

5

Debtors

Current

Note

12 months to 31.03.25
£

15 months to 31.03.24
£

Trade debtors

 

63,445

-

Amounts owed by related parties

8,718,607

6,884,877

Prepayments

 

313,056

392,970

Other debtors

 

237,370

199,889

   

9,332,478

7,477,736

 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

6

Creditors

Creditors: amounts falling due within one year

Note

12 months to 31.03.25
£

(As restated)

15 months to 31.03.24
£

Due within one year

 

Trade creditors

 

313,411

437,589

Amounts owed to group undertakings and undertakings in which the company has a participating interest

32,773,863

32,715,561

Taxation and social security

 

98,619

108,913

Accruals and deferred income

 

45,648

198,703

Other creditors

 

12,036

16,764

 

33,243,577

33,477,530

7

Share capital

Allotted, called up and fully paid shares

12 months to 31.03.25

15 months to 31.03.24

No.

£

No.

£

Ordinary Shares of £0.00 each

10,000,000

1,000

10,000,000

1,000

       

8

Pension commitments

Contributions totalling £13,452 (2024: £16,696) were payable to the scheme at the end of the period and are included in other creditors.

 

Circulor Ltd

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

9

Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

12 months to 31.03.25
£

15 months to 31.03.24
£

Not later than one year

218,902

127,693

Later than one year and not later than five years

127,693

-

346,595

127,693

The amount of non-cancellable operating lease payments recognised as an expense during the year was £164,177 (2024 - £368,910).

10

Relationship between entity and parents

The parent of the largest group in which these financial statements are consolidated is CSCS Holdings Ltd, incorporated in England & Wales.

The address of CSCS Holdings Ltd is:
The Aircraft Factory, 100 Cambridge Grove, London, W6 0LE

The Company’s ultimate parent undertaking at the balance sheet date was CSCS Holdings Limited, a private company registered in England and Wales. The registered office is Aircraft Factory, 100 Cambridge Grove, London, W6 0LE.