Narwhal Group Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 13603579 (England and Wales)

NARWHAL GROUP LIMITED

Unaudited Financial Statements

for the Year Ended 30 September 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

J Rickman

L Sartain

REGISTERED OFFICE:

Spaces - Bristol Programme

The Pithay

Bristol

BS1 2NB

REGISTERED NUMBER:

13603579 (England and Wales)

ACCOUNTANTS:

MHA (trading name of MHA Advisory Ltd)

Elfed House

Oak Tree Court

Cardiff Gate Business Park

CARDIFF

County of Cardiff

CF23 8RS

FIXED ASSETS

Intangible assets

4

-

538,585

Tangible assets

5

86,561

76,999

86,561

615,584

CURRENT ASSETS

Debtors

6

322,847

618,713

Cash at bank

636,658

93,209

959,505

711,922

CREDITORS

Amounts falling due within one year

7

(237,587

)

(2,895,436

)

NET CURRENT ASSETS/(LIABILITIES)

721,918

(2,183,514

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

808,479

(1,567,930

)

CREDITORS

Amounts falling due after more than one year

8

-

(3,146,000

)

NET ASSETS/(LIABILITIES)

808,479

(4,713,930

)

CAPITAL AND RESERVES

Called up share capital

9

5,923,283

3,375,135

Share premium

6,254,307

354,397

Share based payment reserve

1,132,435

-

Retained earnings

(12,501,546

)

(8,443,462

)

SHAREHOLDERS' FUNDS

808,479

(4,713,930

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 September 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 September 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2026 and were signed on its behalf by:

J Rickman - Director

1.	STATUTORY INFORMATION

Narwhal Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

There have been no material departures from Financial Reporting Standard 102 1A.

Going concern

The financial statements have been prepared on a going concern basis. The company made a loss in the year of £4,058,084 (2024: £2,530,668). Included in the loss was £108,415 (2024: £136,293) for the provision of write off of intercompany balances and £1,132,435 (2024: £nil) relating to the equity share based payment scheme. The directors have considered the working capital position of the company for a period of at least 12 months and consider it appropriate to prepare the financial statements on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Narwhal Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

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

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation is provided at the following rates in order to write off each asset over its estimated useful life:

Intangible assets - 10% on cost

Tangible fixed assets

Depreciation is provided at the following rates in order to write off each asset over its estimated useful life.

Office equipment - 33% on cost

Motor vehicles - 20% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 15 (2024 - 21 ) .

4.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1 October 2024

740,998

Additions

164,102

Impairments

(905,100

)

At 30 September 2025

-

AMORTISATION

At 1 October 2024

202,413

Amortisation for year

288,467

Impairments

(490,880

)

At 30 September 2025

-

NET BOOK VALUE

At 30 September 2025

-

At 30 September 2024

538,585

5.	TANGIBLE FIXED ASSETS

Motor

Office

vehicles

equipment

Totals

£

COST

At 1 October 2024

62,000

52,627

114,627

Additions

-

36,490

Disposals

-

(27,389

)

(27,389

)

At 30 September 2025

62,000

61,728

123,728

DEPRECIATION

At 1 October 2024

15,253

22,375

37,628

Charge for year

10,400

16,528

26,928

Eliminated on disposal

-

(27,389

)

(27,389

)

At 30 September 2025

25,653

11,514

37,167

NET BOOK VALUE

At 30 September 2025

36,347

50,214

86,561

At 30 September 2024

46,747

30,252

76,999

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

86,508

190,479

Other debtors

236,339

428,234

322,847

618,713

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Bank loans and overdrafts

19,206

266,786

Trade creditors

70,114

76,704

Taxation and social security

29,384

165,359

Other creditors

118,883

2,386,587

237,587

2,895,436

Included within other creditors is £nil (2024: £1,719,745) of unsecured convertible loan notes. All of the loan notes were redeemed and converted within the year.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

Other creditors

-

3,146,000

Included within other creditors is £nil (2024: £3,146,000) of unsecured convertible loan notes. All of the loan notes were redeemed and converted within the year.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

59,232,780

Ordinary

£0.10

5,923,277

3,375,135

6,000,000

Growth

£0.000001

6

-

5,923,283

3,375,135

6,000,000 Growth shares of £0.000001 each were allotted and fully paid for cash at par during the year.

25,481,430 Ordinary shares of £0.10 each were allotted as fully paid at an average premium of £0.245446 per share during the year.

10.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 30 September 2025 and 30 September 2024:

2025

2024

£

L Sartain

Balance outstanding at start of year

62,666

11,500

Amounts advanced

102,268

58,268

Amounts repaid

(102,400

)

(7,102

)

Amounts written off

-

Amounts waived

-

Balance outstanding at end of year

62,534

62,666

There are no fixed repayment terms associated with this loan. Interest has been charged on any overdrawn balances during the year at a commercial rate.

11.	RELATED PARTY DISCLOSURES

During the year the company provided for the write off of intercompany balances of £108,415 (2024: £136,293).

12.	SHARE-BASED PAYMENTS

The company operates an equity-settled share based remuneration scheme for its employees. These options vest immediately prior to an exit event, defined as a sale or flotation of the company.

£1,132,435 (2024: £nil) has been included in the accounts in relation to the equity settled share based payment scheme as based on 2,239,349 options at a market value of £0.47 and 235,120 options at a market price of £0.37.

All options were fully vested as at the year end.