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Registered number: 06805506
Arda Capital Limited
Strategic Report, Directors' Report and
Financial Statements
For The Year Ended 31 March 2026
Stephen Hill Partnership (holdings) Ltd
Contents
Page
Strategic Report 1—2
Directors' Report 3
Independent Auditor's Report 4—7
Profit and Loss Account 8
Statement of Comprehensive Income 9
Balance Sheet 10
Statement of Changes in Equity 11
Statement of Cash Flows 12
Notes to the Statement of Cash Flows 13
Notes to the Financial Statements 14—17
Page 1
Strategic Report
The directors present their strategic report for the year ended 31 March 2026.
Review of the Business
Arda Capital Limited is a UK-based, FCA-regulated investment firm providing institutional FX, investment management and strategic advisory services. The firm serves institutional and private clients on a bespoke, non-pooled basis, on both discretionary and execution-only mandates.
The year to 31 March 2026 saw revenue increase by approximately 31% to £4,804,218 (2025: £3,662,603), driven principally by higher agency FX volumes and continued growth in broker-dealer and intermediary client relationships. The Company recorded a loss for the year of £123,115 (2025: profit of £150,886).
The investment management division continued to build momentum during the year, with growth in bespoke discretionary and advisory mandates and an expanded network of custodian and banking relationships in the UK and internationally. The strategic advisory division completed a further mandate in the final quarter of the year, which made a meaningful contribution to fee income.
Costs increased during the year, principally reflecting higher variable brokerage and execution charges associated with increased FX volumes, together with continued investment in the Company’s operating infrastructure. The directors consider the results to provide a solid foundation for continued growth across the Company’s business lines.
Principal Risks and Uncertainties
The Company is exposed to risks typical of its activities, including counterparty, operational and regulatory risk, together with risks relating to the holding of client money and custody assets. These are mitigated through:
• Rigorous client onboarding and ongoing due diligence;
• Daily liquidity and capital monitoring to ensure regulatory thresholds are maintained;
• Client money and custody controls in accordance with the applicable FCA CASS rules, including regular reconciliations; and
• Investment in systems, compliance and risk management frameworks.
Going Concern
The directors have reviewed the Company’s financial resources, operations and forecasts. In light of the Company’s own funds position, which at the year end stood at £721,089 against a regulatory capital requirement of £284,763, its liquid balance sheet, and current trading and client demand across the Company’s business lines, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Key performance indicators
The directors monitor non-financial indicators as part of the Company’s performance management, including:
• Regulatory compliance – adherence to FCA rules across all activities;
• Client money and custody compliance – timely and accurate reconciliations in accordance with the applicable FCA CASS rules;
• Client growth – expansion of broker-dealer, intermediary, and investment management client relationships;
• Operational resilience – development of custodian and banking arrangements for investment management services;
• Cost control – ensuring disciplined expense management;
• Risk management – continual oversight of capital and liquidity.
Page 1
Page 2
Section 172(1) Statement
The directors confirm that, in fulfilling their duty to promote the success of the Company, they have considered the interests of employees, clients, suppliers, regulators, and the wider community, and believe their decisions during the year support the long-term success and stability of the Company.
On behalf of the board
Mr Patrick Lindsay
Director
23rd July 2026
Page 2
Page 3
Directors' Report
The directors present their report and the financial statements for the year ended 31 March 2026.
Principal Activity
The company's principal activity continues to be that of provision of foreign exchange brokerage services.
Directors
The directors who held office during the year were as follows:
Mr John Bowers
Mr Patrick Lindsay
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, the Directors' Report 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 the financial statements the directors are required to: 
  • select suitable accounting policies and then apply them consistently;
  • make judgments 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.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved:
  • so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
  • they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Independent Auditors
The auditors, Stephen Hill Partnership (Holdings) Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
On behalf of the board
Mr Patrick Lindsay
Director
23rd July 2026
Page 3
Page 4
Independent Auditor's Report
Opinion
We have audited the financial statements of Arda Capital Limited for the year ended 31 March 2026 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:
  • give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its profit/(loss) for the year then ended;
  • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
  • the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
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Matters on Which We Are Required to Report by Exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
  • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
  • the financial statements are not in agreement with the accounting records or returns; or
  • certain disclosures of directors' remuneration specified by law are not made; or
  • we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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Page 6
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 
Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations,was as follows:
- the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing foreign exchange brokerage business;
- we made enquires of management as to where they considered there was a susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
- we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements through discussions with management at the planning stage, and from our knowledge and experience of foreign exchange brokerage businesses;
- the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and
- we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including the Companies Act 2006, The Financial Services and Markets Act 2000, employment legislation, and taxation legislation.
We assessed the extent of compliance with the laws and regulations identified above through:
- making enquires of management; and
- inspecting legal expenditure and correspondence throughout the year for any potential litigation or claims; and
- considering the internal controls in place that are designed to mitigate risks of fraud and non - compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
- determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
- review journal entries throughout the year to identify unusual transactions, particularly in relation to expenditure;
- performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
- reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company's management;
- carried out substantive testing to check the occurrence and cut-off expenditure; and
- tested the completeness of revenue by agreeing third party statements to entries in the nominal ledger.
In response to the risk and irregularities and non-compliance with laws and regulations, we designed procedures which included:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, the Financial Conduct Authority and the company's legal advisors.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use Of Our Report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Page 6
Page 7
L A Clifton (Senior Statutory Auditor)
for and on behalf of Stephen Hill Partnership (Holdings) Limited , Statutory Auditor
23rd July 2026
Stephen Hill Partnership (Holdings) Limited
139-141 Watling Street
Gillingham
Kent
ME7 2YY
Page 7
Page 8
Profit and Loss Account
2026 2025
Notes £ £
TURNOVER 4,804,218 3,662,603
Cost of sales (3,775,457 ) (2,271,780 )
GROSS PROFIT 1,028,761 1,390,823
Administrative expenses (1,247,192 ) (1,332,810 )
OPERATING (LOSS)/PROFIT 3 (218,431 ) 58,013
Other interest receivable and similar income 8 96,145 92,873
Interest payable and similar charges 9 (829 ) -
(LOSS)/PROFIT FOR THE FINANCIAL YEAR (123,115 ) 150,886
The notes on pages 13 to 17 form part of these financial statements.
Page 8
Page 9
Statement of Comprehensive Income
2026 2025
£ £
LOSS FOR THE FINANCIAL YEAR (123,115 ) 150,886
OTHER COMPREHENSIVE INCOME FOR THE YEAR - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (123,115 ) 150,886
Page 9
Page 10
Balance Sheet
Registered number: 06805506
2026 2025
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 11 3,331 12,879
3,331 12,879
CURRENT ASSETS
Debtors 12 198,938 160,855
Cash at bank and in hand 2,613,271 2,712,219
2,812,209 2,873,074
Creditors: Amounts Falling Due Within One Year 13 (339,332 ) (2,041,749 )
NET CURRENT ASSETS (LIABILITIES) 2,472,877 831,325
TOTAL ASSETS LESS CURRENT LIABILITIES 2,476,208 844,204
Creditors: Amounts Falling Due After More Than One Year 14 (1,755,119 ) -
NET ASSETS 721,089 844,204
CAPITAL AND RESERVES
Called up share capital 15 1,579,975 1,579,975
Profit and Loss Account (858,886 ) (735,771 )
SHAREHOLDERS' FUNDS 721,089 844,204
On behalf of the board
Mr Patrick Lindsay
Director
23rd July 2026
The notes on pages 13 to 17 form part of these financial statements.
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Page 11
Statement of Changes in Equity
Share Capital Profit and Loss Account Total
£ £ £
As at 1 April 2024 1,579,975 (886,657 ) 693,318
Profit for the year and total comprehensive income - 150,886 150,886
As at 31 March 2025 and 1 April 2025 1,579,975 (735,771 ) 844,204
Loss for the year and total comprehensive income - (123,115 ) (123,115)
As at 31 March 2026 1,579,975 (858,886 ) 721,089
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Page 12
Statement of Cash Flows
2026 2025
Notes £ £
Cash flows from operating activities
Net cash (used in)/generated from operations 1 (195,401 ) 1,632,604
Interest paid (829 ) -
Net cash (used in)/generated from operating activities (196,230 ) 1,632,604
Cash flows from investing activities
Purchase of tangible assets - (1,083 )
Interest received 96,145 92,873
Net cash generated from investing activities 96,145 91,790
Cash flows from financing activities
Amount introduced by directors - 25,041
(Decrease)/increase in cash and cash equivalents (100,085 ) 1,749,435
Cash and cash equivalents at beginning of year 2 2,712,219 962,784
Cash and cash equivalents at end of year 2 2,612,134 2,712,219
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Notes to the Statement of Cash Flows
1. Reconciliation of (loss)/profit for the financial year to cash (used in)/generated from operations
2026 2025
£ £
(Loss)/profit for the financial year (123,115 ) 150,886
Adjustments for:
Interest expense 829 -
Interest income (96,145 ) (92,873 )
Depreciation of tangible assets 9,548 13,540
Movements in working capital:
Increase in trade and other debtors (35,722 ) (85,192 )
Increase in trade and other creditors 49,204 1,646,243
Net cash (used in)/generated from operations (195,401 ) 1,632,604
2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:
2026 2025
£ £
Cash at bank and in hand 2,613,271 2,712,219
Overdraft facilities repayable on demand (1,137 ) -
Cash and cash equivalents as stated in the Statement of Cash Flows 2,612,134 2,712,219
3. Analysis of changes in net funds
As at 1 April 2025 Cash flows As at 31 March 2026
£ £ £
Cash at bank and in hand 2,712,219 (98,948) 2,613,271
Overdraft facilities repayable on demand - (1,137) (1,137)
Cash and cash equivalents 2,712,219 (100,085) 2,612,134
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Notes to the Financial Statements
1. General Information
Arda Capital Limited is a private company, limited by shares, incorporated in England & Wales, registered number 06805506 . The registered office is 19 Berkeley Street, Westminster, London, W1J 8ED.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2. Turnover
Turnover represents amounts receivable for services provided in the ordinary course of business. Foreign exchange brokerage revenue is recognised when the related transactions are settled. Investment management, intermediary and advisory fees are recognised as the related services are provided.
2.3. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Leasehold 10% on cost
Fixtures & Fittings 33.3% straight line
Computer Equipment 33.3% straight line
2.4. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.5. Financial Instruments
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, and loans from banks and other third parties.
2.6. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
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2.7. Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
2.8. Debtors
 Short term debtors are measured at transaction price, less any impairment.
2.9. Creditors
Short term creditors are measured at the transaction price.
3. Operating (Loss)/profit
The operating (loss)/profit is stated after charging:
2026 2025
£ £
Depreciation of tangible fixed assets 9,548 13,540
4. Auditor's Remuneration
Remuneration received by the company's auditors and their associates during the year was as follows:
2026 2025
£ £
Audit Services
Audit of the company's financial statements 11,526 16,012
5. Staff Costs
Staff costs, including directors' remuneration, were as follows:
2026 2025
£ £
Wages and salaries 422,235 513,378
Social security costs 59,273 63,535
Other pension costs 6,542 6,672
488,050 583,585
6. Average Number of Employees
Average number of employees, including directors, during the year was as follows:
2026 2025
Sales, marketing and distribution 2 2
Directors 2 2
4 4
7. Directors' remuneration
2026 2025
£ £
Emoluments 146,965 137,799
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8. Interest Receivable and Similar Income
2026 2025
£ £
Bank interest receivable 96,145 92,873
9. Interest Payable and Similar Charges
2026 2025
£ £
Other finance charges 829 -
10. Tax on Profit
The tax (credit)/charge on the (loss)/profit for the year was as follows:
2026 2025
£ £
Current tax
UK Corporation Tax - -
The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the (loss)/profit and the standard rate of corporation tax as follows:
2026 2025
£ £
Profit before tax (123,115) 150,886
Tax on profit at 25% (UK standard rate) (30,778 ) 37,721
Goodwill/depreciation not allowed for tax 2,147 2,822
Expenses not deductible for tax purposes 5,527 2,497
Tax losses utilised - (43,040 )
Tax losses unutilised carried forward 23,104 -
Total tax charge for the period - -
11. Tangible Assets
Land & Property
Leasehold Fixtures & Fittings Computer Equipment Total
£ £ £ £
Cost
As at 1 April 2025 182,726 45,911 364,771 593,408
As at 31 March 2026 182,726 45,911 364,771 593,408
Depreciation
As at 1 April 2025 181,218 45,719 353,592 580,529
Provided during the period 202 192 9,154 9,548
As at 31 March 2026 181,420 45,911 362,746 590,077
...CONTINUED
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Net Book Value
As at 31 March 2026 1,306 - 2,025 3,331
As at 1 April 2025 1,508 192 11,179 12,879
12. Debtors
2026 2025
£ £
Due within one year
Trade debtors 371 -
Other debtors 198,567 160,855
198,938 160,855
13. Creditors: Amounts Falling Due Within One Year
2026 2025
£ £
Trade creditors 162,469 75,675
Bank loans and overdrafts 1,137 -
Amounts owed to participating interests - 1,800,000
Other creditors 34,277 27,535
Accruals and deferred income 141,449 138,539
339,332 2,041,749
14. Creditors: Amounts Falling Due After More Than One Year
2026 2025
£ £
Amounts owed to participating interests 1,755,119 -
15. Share Capital
2026 2025
Allotted, called up and fully paid £ £
1,579,975 Ordinary Shares of £ 1.00 each 1,579,975 1,579,975
16. Pension Commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £6,542 (2025: £6,672).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
17. Related Party Disclosures
At the year end there is an unsecured shareholder loan from the parent company Arda Trade AG for £1,755,119 (2025: £1,800,000), repayable by 12 March 2028.
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