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Registered number: 10921430









PELORUSX LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
PELORUSX LTD
 
 
COMPANY INFORMATION


Directors
G M P Mackay-lewis 
J A Carroll 
J D C Smith 




Registered number
10921430



Registered office
126 New Kings Road

London

SW6 4LZ




Independent auditors
White Hart Associates (London) Limited
Chartered Accountants and Statutory Auditors

2 Lower Mortlake Road

Richmond

TW9 2JA





 
PELORUSX LTD
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12
Company Balance Sheet
13 - 14
Consolidated Statement of Changes in Equity
15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17
Consolidated Analysis of Net Debt
18
Notes to the Financial Statements
19 - 36


 
PELORUSX LTD
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their strategic report of the Company (PelorusX Limited) and the Group (PelorusX Limited and its subsidiaries) for the year ended 31 December 2025.

Business review
 
2025 was a transformational year for the Pelorus Group, delivering record revenue and meaningful operating profit. This performance validates the sustained investment made in people, product and brand in prior years and demonstrates the scalability of the underlying business model.

Group turnover grew by 72% to £23.8 million (2024: £13.8 million), driven by strong demand across our core product verticals and continued penetration of our primary market in the United States. Gross profit increased to £5.3 million (2024: £3.3 million), reflecting both volume growth and an improving product mix as higher-value bespoke itineraries accounted for a greater proportion of total revenue.

The US client base remains our most significant market opportunity. High Net Worth and Ultra High Net Worth travellers in North America have demonstrated a sustained appetite for the deeply curated, access-driven experiences that Pelorus is uniquely positioned to deliver, with average transaction values continuing to rise as clients expand their engagement across our product verticals.

The Group's multi-vertical structure - spanning land, sea and air - remains a meaningful competitive differentiator, enabling genuinely integrated itineraries that single-discipline operators cannot replicate. Notwithstanding the strong trading performance, the Group continues to invest in the capabilities required to support the next phase of growth, including technology, marketing and key hires, while headcount remained stable at 34, reflecting improved productivity across the business.

Brand and Product

Pelorus occupies a deliberately narrow position in the global luxury travel landscape, serving some of the world's most discerning and well-travelled clients. Our proposition centres on access to remote and rarely visited places, to private and privileged experiences, and to the logistical expertise required to execute extraordinarily complex travel flawlessly. The Pelorus brand continues to build recognition in its target markets, including inclusion in the Condé Nast Traveller Readers' Choice Awards as a leading Travel Specialist and recognition in Travel + Leisure World's Best Awards, reinforcing its position at the forefront of the luxury experiential travel sector.

Pelorus Foundation

Pelorus' commitment to the environment extends beyond the journeys it curates. As founding corporate benefactor of Pelorus Foundation, Pelorus works with its clients towards contributing a target of one percent of annual travel sales to fund the Foundation's conservation and climate programmes. This reflects a conviction that access to the world's most extraordinary places carries a responsibility to protect them. Through the Foundation, Pelorus supports grassroots initiatives spanning biodiversity protection, ecosystem restoration and the fight against illegal wildlife trade across more than ten countries - ensuring that every journey undertaken with Pelorus contributes, in part, to the stewardship of the natural world.

Page 1

 
PELORUSX LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

B Corporation

Pelorus’s commitment to responsible business practices is further reflected in its status as a certified B Corporation. The Group continues to invest significant effort into improving its B Corp performance, with a renewed focus on strengthening the organisation across all assessed areas in advance of its upcoming recertification. This process is driving enhanced rigour, accountability and transparency across governance, environmental and social impact, ensuring that the business continues to align long term commercial growth with measurable positive impact.

Key Performance Indicators

2025
2024
        £
        £
Turnover

23,763,791

13,832,425
 
Gross profit

5,293,200

3,341,956
 
Operating profit/(loss)

992,141

(275,309)
 
Closing cash balance

3,314,596

3,244,035
 

Financial Position
 
The Group has strengthened its balance sheet through disciplined cost management and a focus on operational efficiency and pricing. Management's ongoing priority is to improve the Group's financial position to enable effective navigation of the inherently seasonal travel cycle. The Group carries no third-party debt.

Future developments

Over the next twelve months, the Group intends to deploy capital into its IT and technology infrastructure to improve sales efficiency and enhance the client experience, including the continued development of its internal platform to drive consistency and scalability. In parallel, the Group will further embed its Private Client Manager model to strengthen client ownership and improve conversion through more personalised service delivery.

The Group will also continue investing in targeted marketing, particularly in the United States, to accelerate growth within its core client segments, alongside ongoing refinement of its product offering across land, sea and air. Further investment in talent and training will support these initiatives, positioning the Group for sustained and scalable growth.

Page 2

 
PELORUSX LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties
 
The following risk factors may affect the Group's operating results and financial position. They should not be regarded as a complete statement of all potential risks and uncertainties facing the Group.

Competitive market - The Group operates in a highly competitive market and responds by continually investing in its brand, product range and supplier relationships to maintain its market position.

Foreign exchange - The Group is exposed to currency risk on overseas purchases. It partially hedges this exposure and closely manages its currency requirements and trip pricing to minimise the impact of fluctuations between invoicing and payment currencies. The Group's pre-departure settlement policy meaningfully reduces credit risk.

Supplier concentration - The Group maintains close relationships with a broad range of suppliers and avoids over-reliance on any single partner. Senior management engages regularly with key suppliers to monitor both operational and financial matters.

IT and systems - The Group is reliant on the uninterrupted operation of its technology infrastructure. Arrangements are in place to mitigate the risk of disruption from power loss, cyber threats or other events.

Commercial and travel risks - The Group's trading performance may be affected by acts of terrorism, regional conflicts, epidemics, natural disasters, weather events, changes in customer behaviour and government tax policy. The Group seeks to mitigate these through a flexible, low-commitment business model.

Geopolitical risks - The directors actively monitor a range of geopolitical developments, including the ongoing Russia-Ukraine conflict and its effect on Eastern European airspace and travel confidence; instability across the Middle East and its impact on certain destination categories and private aviation routing; US dollar strength relative to other currencies; and tariff and trade uncertainty under the current US administration and its potential effect on client sentiment and discretionary spending. The Group follows FCDO and US State Department guidance when monitoring risk and advising clients on travel decisions.


This report was approved by the board on 30 June 2026 and signed on its behalf.



G M P Mackay-lewis
Director

Page 3

 
PELORUSX LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £1,012,908 (2024 - loss £279,813).

No dividend (2024: £Nil) was paid during the year. The Directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

J A Carroll 
G M P Mackay-lewis 
J D C Smith 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

 
PELORUSX LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditorsWhite Hart Associates (London) Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 June 2026 and signed on its behalf.
 





G M P Mackay-lewis
Director

Page 5

 
PELORUSX LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD
 

Opinion


We have audited the financial statements of PelorusX LTD (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve 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.


Page 6

 
PELORUSX LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and 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.


Page 7

 
PELORUSX LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
PELORUSX LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD (CONTINUED)


Auditors' 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 Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
- We exercise professional judgment and maintain professional scepticism throughout the audit;

- We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control;

- We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control;

- We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made;

- We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

- We review the scope of the Group's compliance with The Package and Linked Travel Arrangements Regulations 2018 ("PTRs") and sample test relevant documentation to assess this and the effectiveness of its control environment;

- We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements;

- We review the Group's relationships with related parties and other group companies, identifying and disclosing transactions during the year and balances at year-end with such parties.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 9

 
PELORUSX LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PELORUSX LTD (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Ms N A Spoor FCA FCCA (Senior Statutory Auditor)
  
for and on behalf of
White Hart Associates (London) Limited
 
Chartered Accountants and Statutory Auditors
  
2 Lower Mortlake Road
Richmond
TW9 2JA

30 June 2026
Page 10

 
PELORUSX LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
  
23,763,791
13,832,425

Cost of sales
  
(18,470,591)
(10,490,469)

Gross profit
  
5,293,200
3,341,956

Administrative expenses
  
(4,301,059)
(3,617,265)

Operating profit/(loss)
  
992,141
(275,309)

Interest receivable and similar income
  
16,573
533

Interest payable and similar expenses
  
6
(765)

Profit/(loss) before tax
  
1,008,720
(275,541)

Tax on profit/(loss)
  
4,188
(4,272)

Profit/(loss) for the financial year
  
1,012,908
(279,813)

Other comprehensive income for the year
  

Foreign exchange reserve movement
  
3,347
(1,693)

Other comprehensive income for the year
  
3,347
(1,693)

Total comprehensive income for the year
  
1,016,255
(281,506)

Profit for the year attributable to:
  

Owners of the Parent Company
  
(1,012,908)
279,813

  
(1,012,908)
279,813

Total comprehensive income attributable to:
  

The notes on pages 19 to 36 form part of these financial statements.

Page 11

 
PELORUSX LTD
REGISTERED NUMBER: 10921430

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
22,390
42,722

  
22,390
42,722

Current assets
  

Debtors
 15 
3,441,868
7,402,016

Cash at bank and in hand
 16 
3,314,596
3,244,035

  
6,756,464
10,646,051

Creditors: amounts falling due within one year
 17 
(6,766,129)
(11,682,378)

Net current liabilities
  
 
 
(9,665)
 
 
(1,036,327)

Total assets less current liabilities
  
12,725
(993,605)

Creditors: amounts falling due after more than one year
 18 
(135,847)
(140,690)

Provisions for liabilities
  

Deferred taxation
 20 
(5,598)
(10,680)

  
 
 
(5,598)
 
 
(10,680)

Net liabilities
  
(128,720)
(1,144,975)


Capital and reserves
  

Called up share capital 
 21 
113
113

Share premium account
 22 
977,328
977,328

Foreign exchange reserve
 22 
1,654
(1,693)

Profit and loss account
 22 
(1,107,815)
(2,120,723)

Equity attributable to owners of the Parent Company
  
(128,720)
(1,144,975)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 June 2026.




G M P Mackay-lewis
Director

The notes on pages 19 to 36 form part of these financial statements.

Page 12

 
PELORUSX LTD
REGISTERED NUMBER: 10921430

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
22,390
42,722

Investments
 14 
5
4

  
22,395
42,726

Current assets
  

Debtors
 15 
572,408
1,590,821

Cash at bank and in hand
 16 
36,185
33,751

  
608,593
1,624,572

Creditors: amounts falling due within one year
 17 
(891,201)
(1,762,652)

Net current liabilities
  
 
 
(282,608)
 
 
(138,080)

Total assets less current liabilities
  
(260,213)
(95,354)

  

Creditors: amounts falling due after more than one year
 18 
(135,847)
(134,838)

Provisions for liabilities
  

Deferred taxation
 20 
(5,598)
(10,680)

  
 
 
(5,598)
 
 
(10,680)

Net liabilities
  
(401,658)
(240,872)


Capital and reserves
  

Called up share capital 
 21 
113
113

Share premium account
 22 
977,328
977,328

Profit and loss account brought forward
  
(1,218,313)
(1,121,235)

Loss for the year
  
(160,786)
(97,078)

Profit and loss account carried forward
  
(1,379,099)
(1,218,313)

  
(401,658)
(240,872)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 June 2026.


G M P Mackay-lewis
Director

The notes on pages 19 to 36 form part of these financial statements.
Page 13

 
PELORUSX LTD
REGISTERED NUMBER: 10921430
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025


Page 14
 

 
PELORUSX LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of Parent Company
Total equity


£
£
£
£
£
£



At 1 January 2024
113
977,328
-
(1,840,910)
(863,469)
(863,469)





Loss for the year
-
-
-
(279,813)
(279,813)
(279,813)


Foreign exchange reserve movement
-
-
(1,693)
-
(1,693)
(1,693)





At 1 January 2025
113
977,328
(1,693)
(2,120,723)
(1,144,975)
(1,144,975)





Profit for the year
-
-
-
1,012,908
1,012,908
1,012,908


Foreign exchange reserve movement
-
-
3,347
-
3,347
3,347



At 31 December 2025
113
977,328
1,654
(1,107,815)
(128,720)
(128,720)



The notes on pages 19 to 36 form part of these financial statements.

Page 15
 
PELORUSX LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
113
977,328
(1,121,235)
(143,794)



Loss for the year
-
-
(97,078)
(97,078)



At 1 January 2025
113
977,328
(1,218,313)
(240,872)



Loss for the year
-
-
(160,786)
(160,786)


At 31 December 2025
113
977,328
(1,379,099)
(401,658)


The notes on pages 19 to 36 form part of these financial statements.

Page 16

 
PELORUSX LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
1,012,908
(279,813)

Adjustments for:

Depreciation of tangible assets
15,612
15,210

Loss on disposal of tangible assets
-
395

Interest paid
(6)
765

Interest received
(16,573)
(533)

Taxation charge
(4,188)
4,272

Decrease/(increase) in debtors
3,922,251
(3,486,428)

Decrease in amounts owed by associates
37,897
5,474

(Decrease)/increase in creditors
(4,901,860)
4,854,360

Corporation tax (paid)/received
(894)
893

Net cash generated from operating activities

65,147
1,114,595


Cash flows from investing activities

Purchase of tangible fixed assets
(12,963)
(29,121)

Sale of tangible fixed assets
17,683
-

Interest received
16,573
533

Net cash from investing activities

21,293
(28,588)

Cash flows from financing activities

Repayment of loans
(15,885)
(13,369)

Interest paid
6
(765)

Net cash used in financing activities
(15,879)
(14,134)

Net increase in cash and cash equivalents
70,561
1,071,873

Cash and cash equivalents at beginning of year
3,244,035
2,172,162

Cash and cash equivalents at the end of year
3,314,596
3,244,035


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,314,596
3,244,035

3,314,596
3,244,035


The notes on pages 19 to 36 form part of these financial statements.

Page 17

 
PELORUSX LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025




At 1 January 2025
Cash flows
At 31 December 2025
£

£

£

Cash at bank and in hand

3,244,035

70,561

3,314,596

Debt due after 1 year

(5,852)

5,852

-

Debt due within 1 year

(10,033)

10,033

-


3,228,150
86,446
3,314,596

The notes on pages 19 to 36 form part of these financial statements.

Page 18

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Pelorusx Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 126 New Kings Road, London, England, SW6 4LZ. Its principal activity is that of a holding company of a trading group.

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 Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The financial statements have been prepared on a Going Concern basis. The directors have assessed the Group and Company's financial position and forecast cash flows and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they believe it is appropriate to adopt the Going Concern basis in preparing these financial statements.

Page 19

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Turnover, excluding value added tax, represents the value of transactions, being accommodation, flights, yachts and ancillary products in which the Group is, for these purposes, regarded as being the principal. Turnover also includes the commission receivable by the Group on transactions in which it is regarded as acting as an agent.

Turnover is recognised on a departure date basis for land based tour operator sales regardless of the fact that the package includes private aviation, yacht expeditions, private yacht and aviation retail charter revenue.

Commission revenue on yacht charters where the Group acts as an agent is recognised at the point that the rights to receive the commission have been fully satisfied. In all other cases, commission is recognised upon receipt of commission from the principals.

 
2.6

Interest income

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

Page 20

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Borrowing costs

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

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.10

Share-based payments

In the Group consolidated financial statements, where shares are granted to key employees in group companies in respect of the Company’s shares, the fair value of the shares is determined at the date of grant and charged to profit or loss in full the date of grant. The fair value is based upon open market value of the shares reflecting the voting rights attached to the shares, including any restrictions, and the fair value of the net assets of the Group.

In the Company financial statements the share-based payment charge relates to grant of shares to key employees of the Company.

Page 21

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.12

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:

Plant and machinery
-
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.

Page 22

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

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.

 
2.15

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

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.

 
2.17

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.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement
Page 23

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.18
Financial instruments (continued)

of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Page 24

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

a) Critical judgments in applying the Group's accounting policies

The directors believe that there are no critical judgments involved in applying the Group's accounting policies that warrant disclosure.

b) Key accounting estimates and assumptions

The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure.

Page 25

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Tour operator sales
20,389,966
13,102,322

Commissions
337,834
146,124

Other
3,035,991
583,979

23,763,791
13,832,425


2025
2024
£
£

United Kingdom
22,893,795
13,821,719

USA
869,996
10,706

23,763,791
13,832,425



5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2025
2024
£
£

Exchange differences
(88,856)
142,629


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements
52,500
-

Page 26

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Wages and salaries
1,811,572
1,435,699
1,581,724
1,298,260

Social security costs
221,253
132,117
202,844
120,802

Cost of defined contribution scheme
51,173
25,011
51,173
25,011

2,083,998
1,592,827
1,835,741
1,444,073


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Staff
34
31
31
31


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
88,546
78,546

Group contributions to defined contribution pension schemes
3,558
1,540

92,104
80,086


During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.


9.


Interest receivable

2025
2024
£
£


Other interest receivable
16,573
533

16,573
533

Page 27

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
(6)
765

(6)
765


11.


Taxation


2025
2024
£
£


Foreign tax


Foreign tax on income for the year
894
893

894
893

Total current tax
894
893

Deferred tax


Origination and reversal of timing differences
(5,082)
3,379

Total deferred tax
(5,082)
3,379


Tax on profit/(loss)
(4,188)
4,272
Page 28

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
1,008,720
(275,541)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
252,180
(68,885)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
11,860
-

Capital allowances for year in excess of depreciation
657
-

Utilisation of tax losses
(183,348)
-

Higher rate taxes on overseas earnings
894
893

Other timing differences leading to an increase (decrease) in taxation
(5,082)
3,379

Unrelieved tax losses carried forward
36,081
68,885

Group relief
(117,430)
-

Marginal relief
-
-

Total tax charge for the year
(4,188)
4,272


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £160,786 (2024 - loss £97,078).

Page 29

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Tangible fixed assets

Group and Company



Plant and machinery

£



Cost or valuation


At 1 January 2025
88,247


Additions
12,963


Disposals
(35,156)



At 31 December 2025

66,054



Depreciation


At 1 January 2025
45,525


Charge for the year on owned assets
15,612


Disposals
(17,473)



At 31 December 2025

43,664



Net book value



At 31 December 2025
22,390

Page 30

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
4


Additions
1



At 31 December 2025
5





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Pelorus Adventures Ltd
126 New Kings Road, London, England, SW6 4LZ
Ordinary
100%
Pelorus Yachting Ltd
126 New Kings Road, London, United Kingdom, SW6 4LZ
Ordinary
100%
Pelorus Aviation Ltd
126 New Kings Road, London, United Kingdom, SW6 4LZ
Ordinary
100%
Pelorus Agency Ltd
126 New Kings Road, London, United Kingdom, SW6 4LZ
Ordinary
100%
Pelorus X LLC
– 108 West 13th St, Wilmington, Delaware, USA, 19801-1145
Ordinary
100%
Pelorus Africa (Pty) Ltd
1st Floor Constantia Village Courtyard, Constantia Main Road, Constantia, Cape Town, South Africa, 7806
Ordinary
100%

Page 31

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Pelorus Adventures Ltd
373,215
582,871

Pelorus Yachting Ltd
189,868
562,746

Pelorus Aviation Ltd
(17,204)
56,025

Pelorus Agency Ltd
-
-

Pelorus X LLC
(274,112)
(27,466)

Pelorus Africa (Pty) Ltd
(481)
(482)


15.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
282,713
188,453
4,364
182,667

Amounts owed by group undertakings
-
-
462,810
1,267,591

Amounts owed by joint ventures and associated undertakings
20,029
57,926
20,029
52,112

Other debtors
701,843
343,176
85,205
88,451

Advance payments to suppliers
2,437,283
6,812,461
-
-

3,441,868
7,402,016
572,408
1,590,821




16.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
3,314,596
3,244,035
36,185
33,751

3,314,596
3,244,035
36,185
33,751


Page 32

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
-
10,033
-
-

Payments received on account
4,836,554
10,722,322
-
-

Trade creditors
471,441
363,472
53,408
105,179

Amounts owed to group undertakings
-
-
589,699
1,451,315

Other taxation and social security
50,243
40,607
49,458
33,127

Other creditors
1,407,891
545,944
198,636
173,031

6,766,129
11,682,378
891,201
1,762,652



18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
-
5,852
-
-

Other creditors
135,847
134,838
135,847
134,838

135,847
140,690
135,847
134,838


Included within other creditors is a loan of £135,847 (2024: £134,838) owed to the Company's principal shareholder. The loan is interest-free and repayable on demand, with no fixed repayment date agreed between the parties. The principal shareholder has confirmed that the loan will not be required to be repaid over the next 12 months.


19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2025
2024
£
£

Amounts falling due within one year

Bank loans
-
10,033

Amounts falling due 1-2 years

Bank loans
-
5,852

-
15,885


Page 33

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Deferred taxation


Group




2025
2024


£

£






At beginning of year
(10,680)
(7,301)


Charged to profit or loss
5,082
(3,379)



At end of year
(5,598)
(10,680)

Company



2025
2024


£

£






At beginning of year
(10,680)
(7,301)


Charged to profit or loss
5,082
(3,379)



At end of year
(5,598)
(10,680)

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Accelerated capital allowances
(5,598)
(10,680)
(5,598)
(10,680)

(5,598)
(10,680)
(5,598)
(10,680)

Page 34

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



82,885 (2024 - 82,885) A Ordinary shares of £0.001 each
82.885
82.885
5,000 (2024 - 5,000) B Ordinary shares of £0.001 each
5.000
5.000
9,700 (2024 - 9,700) C Ordinary shares of £0.001 each
9.700
9.700
15,651 (2024 - 15,651) D Ordinary shares of £0.001 each
15.651
15.651

113.236

113.236

A Ordinary Shares carry equal voting rights (one vote per share on a poll, one per member on a show of hands), equal dividend rights and equal rights to capital on a winding up.

B Ordinary Shares carry full voting, dividend and capital distribution rights.

C Ordinary Shares carry no voting rights and no entitlement to dividends.

D Ordinary Shares carry equal voting rights to the A Ordinary (one vote per share on a poll, one per member on a show of hands), discretionary dividend rights at rates determined by the directors or by ordinary resolution, and equal rights to capital on a winding up.



22.


Reserves

Share premium account

The share premium account represents consideration received for shares issued above their nominal value, net of transaction costs.

Foreign exchange reserve

The foreign exchange reserve represents differences arising upon the revaluation of foreign subsidiaries stated in local currencies. The income, expenditure, assets and liabilities of the subsidiaries are revalued to match the presentation currency of the Group for reporting purposes, to show the entirety of the Group's results in Pounds Sterling (GBP). See accounting policy 2.4 for details of how the individual balances within the foreign subsidiaries are translated.

Profit and loss account

The profit and loss account represents all current and prior period retained profits and losses, less any dividends paid to the Group's shareholders.


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £51,173 (2024: £25,011). Contributions totalling £7,158 (2024: £5,672) were payable to the fund at the balance sheet date and are included in creditors.

Page 35

 
PELORUSX LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.

Share-based payments

On 11 January 2023 the company established the PelorusX EMI Share Option Plan (the "EMI Plan") and the Pelorusx Unapproved Share Option Plan (the "Unapproved Plan"). The shareholders authorised the directors to grant options over up to 18,153 B Ordinary Shares of £0.001 each under the Plans in aggregate, representing up to 14.11% of the enlarged share capital.

On 11 January 2023 the following options were granted under the EMI Plan:

Unexercised options b/fwd
Lapsed
Exercised
Unexercised options c/fwd
        £
        £
        £
        £
Share options granted at a market value and exercise price of £0.001 per share

J Carroll

7,861

-

-
 
7,861
 
Key management

4,632

(2,316)

-
 
2,316
 
Total options granted

12,493

(2,316)

-
 
10,177
 


25.


Commitments under operating leases

The Group and the Company had no commitments under non-cancellable operating leases at the balance sheet date.


26.


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. This is because the Group prepares consolidated financial statements in which these transactions are eliminated in full.


27.


Post balance sheet events

There have been no significant events affecting the Group since the year end.


28.


Controlling party

The ultimate controlling party is Mr. G Mackay-Lewis, due to his majority shareholding in Pelorusx Limited.

 
Page 36