Threadless Closures Limited Accounts






Threadless Closures Limited

	Company No. 06847641
		Directors' Report and Unaudited Accounts
		31 December 2025




							Pages

Company Information							2
Directors' Report							3

Profit and Loss Account							4

Balance Sheet							5
Statement of Changes in Equity							6
Notes to the Accounts							7 to 11

Directors

Anthony Fraser

David Martin
Stefan Pijanowski





































Secretary

JTC (UK) Limited

Registered Office

The Scalpel, 18th Floor
52 Lime Street
London

EC3M 7AF

Accountants

Sarim Shami & Co Limited
Kemp House
160 City Road
London

EC1V 2NX

The Directors present their report and the accounts for the year ended 31 December 2025.

Principal activities

The principal activity of the company during the year under review was the development and licensing of packaging technology for consumer markets.

Business review
Following the launch of our main product (the “Xottle” re-usable carbonated drinks pack) at the Paris 2024 Olympics, our lead customer’s plans for a further roll-out in 2025 were postponed, causing us to halt all production plans. Consequently the sales in 2025 were negligible. However, we were invited by the same customer to join an incubator scheme, placing the Xottle pack into an extended commercial trial within the UK Catering industry. Initial indications are that the trial has been successful, but further commercial exploitation will not begin until 2026/27. Total sales income for 2025 amounted to £1,472 (2024: £100,007), resulting in the losses for the year after tax of £126,730 (2024: £242,981). During the year the company launched a 6 for 100 Rights Issue of 1,538,874 ordinary shares of 10p each at a share price of 20p per share. In August 2025, it raised £140,073 by the issue of 700,363 10p ordinary shares, which included the conversion into equity of a £47,000 director’s loan by the Managing Director. In October 2025, the company raised a further £52,100 in cash by the issue of 260,500 10p ordinary shares. Since the year end, it raised a further £80,500 in cash through the issue of 402,500 10p ordinary shares, bringing the total funds raised under the rights issue to £272,673.

Going Concern
The directors have prepared these accounts on a going concern basis, which assumes the company will continue to be able to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. The company Is currently loss making. It will be reliant on funding from new and existing funders until such time as it can generate revenues from exploitation of its product technology sufficient to cover its costs. Refer to note 1 for further detail.

Directors

The Directors who served at any time during the year were as follows:

Anthony Fraser
Bruce Powell			(Resigned 3 April 2025)
David Martin
Stefan Pijanowski






































































The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006.

Signed on behalf of the board

Anthony Fraser
Director
19 August 2026

for the year ended 31 December 2025

	2025	2024
	£	£
Turnover	1,472	100,007

Cost of Sales	(275)	(118,561)

Gross profit/(loss)	1,197	(18,554)



Administrative expenses	(127,927)	(224,790)



Operating loss	(126,730)	(243,344)



Other interest receivable	-	363







Loss on ordinary activities before taxation	(126,730)	(242,981)

Taxation	-	-

Loss for the financial year after taxation	(126,730)	(242,981)

at	31 December 2025

Company No.		06847641	Notes	2025	2024
				£	£
Fixed assets

	Tangible assets		4	38,479	77,992


				38,479	77,992
Current assets
	Stocks		5	6,639	6,639
	Debtors		6	7,082	6,650

	Cash at bank and in hand			4,697	807
				18,418	14,096
Creditors: Amount falling due within one year			7	(60,896)	(161,529)
Net current liabilities				(42,478)	(147,433)
Total assets less current liabilities				(3,999)	(69,441)




Net liabilities				(3,999)	(69,441)

Capital and reserves
	Called up share capital		8	2,660,876	2,564,790
	Share premium account		9	493,529	397,443


	Profit and loss account		10	(3,158,404)	(3,031,674)

Total equity				(3,999)	(69,441)



These accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime of the Companies Act 2006.

For the year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.



Approved by the board on 19 August 2026 and signed on its behalf by:
Anthony Fraser
Director
19 August 2026

for the year ended 31 December 2025

		Share Capital	Share Premium	Retained earnings	Total equity
		£	£	£	£
	At 1 January 2024	2,564,790	397,443	(2,788,693)	173,540




	Loss for the period			(242,981)	(242,981)







	At 31 December 2024 and 1 January 2025	2,564,790	397,443	(3,031,674)	(69,441)
	Shares issued during the period	96,086	96,086		192,172



	Loss for the period			(126,730)	(126,730)


	At 31 December 2025	2,660,876	493,529	(3,158,404)	(3,999)

for the year ended 31 December 2025

General information

Threadless Closures Limited is a private company limited by shares and incorporated in England and Wales.

Its registered number is: 06847641

Its registered office is:

The Scalpel, 18th Floor

52 Lime Street

London

EC3M 7AF

The accounts have been prepared in accordance with FRS 102 Section 1A - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

Going concern

The Directors have prepared these financial statements on a going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. The Company is currently loss-making, having invested heavily in developing its reusable packaging technology. The Company is reliant on funding from new and existing shareholders, together with ongoing financial support from the Managing Director in the form of directors’ loans, until such time as it can generate revenues from the exploitation of its product technology sufficient to cover its costs. During the year the company raised total funds of £192,173 through the issue of 960,863 ordinary shares. Since the year end, it raised a further £80,500 in cash through the issue of 402,500 ordinary shares. The Directors, having reviewed their forecasts for the next 12 months, are satisfied that the going concern basis of preparation remains appropriate.

Accounting policies

Turnover

The turnover is measured at the fair value of the considerations received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets and depreciation

Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss.

Depreciation is provided at the following annual rates in order to write off the cost or valuation less the estimated residual value of each asset over its estimated useful life:

Plant and machinery

33% Straight line

Furniture, fittings and equipment

33% Straight line

Research and development costs

Expenditure on research and development is written off in the year it is incurred.

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 profit and loss account 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 in respect of all timing differences that have originated but not reversed at the balance. Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Costs, which comprise direct production costs, are based on the method most appropriate to the type of inventory class, but usually on a first-in-first-out basis. Overheads are charged to profit or loss as incurred. Net realisable value is based on the estimated selling price less any estimated completion or selling costs.

When stocks are sold, the carrying amount of those stocks is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of stocks to net realisable value and all losses of stocks are recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of stocks is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

Work in progress is reflected in the accounts on a contract by contract basis by recording revenue and related costs as contract activity progresses.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts.

Trade and other 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.

Foreign currencies

The functional and presentational currency of the company is Sterling. The accounts are rounded to the nearest pound.

Transactions in currencies, other than the functional currency of the Company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to the profit and loss account. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.

Provisions

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the profit and loss account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.

3	Employees
			2025	2024
			Number	Number
		The average monthly number of employees (including directors) during the year was:	1	1

4	Tangible fixed assets
			Plant and machinery	Fixtures, fittings and equipment	Total
			£	£	£
		Cost or revaluation
		At 1 January 2025	136,571	5,766	142,337
		Additions	4,910	-	4,910



		At 31 December 2025	141,481	5,766	147,247
		Depreciation
		At 1 January 2025	58,579	5,766	64,345
		Charge for the year	44,423	-	44,423



		At 31 December 2025	103,002	5,766	108,768
		Net book values
		At 31 December 2025	38,479	-	38,479
		At 31 December 2024	77,992	-	77,992

5	Stocks
			2025	2024
			£	£
		Raw materials and consumables	6,639	6,639


			6,639	6,639

6	Debtors
			2025	2024
			£	£






		VAT Recoverable	7,082	6,650

			7,082	6,650

7	Creditors:
		amounts falling due within one year
			2025	2024
			£	£




		Trade creditors	47,351	129,560

		Taxes and social security	-	1,446
		Loans from directors	13,482	19,427
		Other creditors	63	735
		Accruals and deferred income	-	10,361
			60,896	161,529

8	Share Capital
			2025	2024
			£	£
		Ordinary shares of 10p each at 1 January	2,564,790	2,564,790
		Ordinary shares of 10p each issued during the year	96,086	-
		Ordinary shares of 10p each at 31 December	2,660,876	2,564,790


		There are 125,000 (2024: 915,000) options outstanding over ordinary shares of 10p each at an exercise price of 20p.

9	Share Premium
			2025	2024
			£	£
		Share Premium reserve at 1 January	397,443	397,443
		Shares issued during the year	96,086	-
		Share Premium reserve at 31 December	493,529	397,443

Reserves

Profit and loss account - includes all current and prior period retained profits and losses.

11	Advances and credits to directors
		Mr A Fraser	2025	2024
			£	£
		At 1 January	(19,427)	4,159




		Loans provided during the year	(41,448)	(26,701)
		Loans repaid in the period	393	3,115
		Loans converted into equity	47,000	-
		At 31 December	(13,482)	(19,427)

		Included within creditors there is a balance due to Mr A Fraser of £13,482 (2024: £19,427)