Upgrade Options Ltd Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 02873785

Upgrade Options Ltd

Filleted Unaudited Financial Statements

30 September 2025

Upgrade Options Ltd

Chartered Accountant's Report to the Director on the Preparation of the Unaudited Statutory Financial Statements of Upgrade Options Ltd

Year ended 30th September 2025

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Upgrade Options Ltd for the year ended 30th September 2025, which comprise the statement of financial position and the related notes from the company's accounting records and from information and explanations you have given us. As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/en/membership/regulations-standards-and-guidance. This report is made solely to the director of Upgrade Options Ltd. Our work has been undertaken solely to prepare for your approval the financial statements of Upgrade Options Ltd and state those matters that we have agreed to state to you in this report in accordance with ICAEW Technical Release 07/16 AAF as detailed at www.icaew.com/compilation. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Upgrade Options Ltd and its director for our work or for this report.

It is your duty to ensure that Upgrade Options Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Upgrade Options Ltd. You consider that Upgrade Options Ltd is exempt from the statutory audit requirement for the year. We have not been instructed to carry out an audit or a review of the financial statements of Upgrade Options Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

H B MISTRY & CO Chartered accountants

Tudor House Mill Lane, Calcot Reading RG31 7RS

7 July 2026

Upgrade Options Ltd

Statement of Financial Position

30 September 2025

	2025		2024
Note	£	£	£

Fixed assets

Tangible assets	7		43,124	37,714

Current assets

Stocks		38,603	36,540
Debtors	8	1,552,847	2,091,055
Cash at bank and in hand		39,828	375,657
		------------	------------
		1,631,278	2,503,252

Creditors: amounts falling due within one year	9	1,466,728		1,771,666
		------------		------------
Net current assets			164,550	731,586
			---------	---------
Total assets less current liabilities			207,674	769,300

Creditors: amounts falling due after more than one year	10		20,015	22,875

Provisions

Taxation including deferred tax	7,425	6,969
	---------	---------
Net assets	180,234	739,456
	---------	---------

Capital and reserves

Called up share capital	12,500	12,500
Profit and loss account	167,734	726,956
	---------	---------
Shareholder funds	180,234	739,456
	---------	---------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of income and retained earnings has not been delivered.

For the year ending 30th September 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

- The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;

- The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .

Upgrade Options Ltd

Statement of Financial Position (continued)

30 September 2025

These financial statements were approved by the board of directors and authorised for issue on 4 July 2026 , and are signed on behalf of the board by:

Mr W B Key
Director

Company registration number: 02873785

Upgrade Options Ltd

Notes to the Financial Statements

Year ended 30th September 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Clock Tower, Greenhills Rural Enterprise Centre, Greenhills Estate, Tilford, Surrey, GU10 2DZ.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

(a) Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

(b) Going concern

The company has implemented a recovery strategy focused on cost containment and targeted marketing to strengthen revenue streams. It benefits from a committed workforce and a director who is determined to restore the business to profitable trading. The future of the company depends on the successful execution of this recovery plan. The director considers it appropriate for the accounts to be prepared on a going-concern basis.

(c) Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

(

d)Income tax

Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's accounts. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at average rates that are expected to apply when timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

(e) Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

(f) Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

(g) Tangible assets

Capitalisation of software expenditure Costs that are directly attributable to the development of new business application software and which are incurred during the period prior to the date that the software is fully operational, are capitalised.

(h) Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Leasehold Property	-	25% straight line
Software	-	20% straight line
Fixtures & Fittings	-	25% straight line
Computer Equipment	-	33% straight line

(i) Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

(j) Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

(k) Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

(l) Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using effective interest method, less any impairment losses.

(m) Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 20 (2024: 22 ).

5. Tax on (loss)/profit

Major components of tax (income)/expense

	2025	2024
	£	£

Current tax:

UK current tax (income)/expense	( 15,219)	15,219
Adjustments in respect of prior periods	70	–
	--------	--------
Total current tax	( 15,149)	15,219
	--------	--------

Deferred tax:

Origination and reversal of timing differences	456	( 85)
	--------	--------
Tax on (loss)/profit	( 14,693)	15,134
	--------	--------

Reconciliation of tax (income)/expense

The tax assessed on the (loss)/profit on ordinary activities for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 19 % (2024: 21.26 %).

	2025	2024
	£	£
(Loss)/profit on ordinary activities before taxation	( 519,117)	70,509
	---------	--------
(Loss)/profit on ordinary activities by rate of tax	( 98,632)	14,991
Adjustment to tax charge in respect of prior periods	70	–
Effect of expenses not deductible for tax purposes	508	322
Unused tax losses	4,916	–
Impact of change in tax rate	(2,360)	(179)
Impairement - Intercompany debt tax adjustment to increase tax liability	80,805	–
	---------	--------
Tax on (loss)/profit	( 14,693)	15,134
	---------	--------

6. Dividends

Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):

	2025	2024
	£	£
Equity dividends on ordinary shares	54,798	50,000
	--------	--------

7. Tangible assets

	Land and buildings	Computer Software	Fixtures and fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
At 1st October 2024	7,290	447,473	44,384	81,349	580,496
Additions	–	–	–	5,688	5,688
	-------	---------	--------	--------	---------
At 30th September 2025	7,290	447,473	44,384	87,037	586,184
	-------	---------	--------	--------	---------
Depreciation
At 1st October 2024	6,561	420,208	39,573	76,440	542,782
Charge for the year	–	–	–	278	278
	-------	---------	--------	--------	---------
At 30th September 2025	6,561	420,208	39,573	76,718	543,060
	-------	---------	--------	--------	---------
Carrying amount
At 30th September 2025	729	27,265	4,811	10,319	43,124
	-------	---------	--------	--------	---------
At 30th September 2024	729	27,265	4,811	4,909	37,714
	-------	---------	--------	--------	---------

8. Debtors

	2025	2024
	£	£
Trade debtors	688,316	902,947
Amounts owed by group undertakings and undertakings in which the company has a participating interest	436,150	721,441
Other debtors	428,381	466,667
	------------	------------
	1,552,847	2,091,055
	------------	------------

The amount due from group undertaking is £861,441 reduced by impairment provision of £425,291.

9. Creditors: amounts falling due within one year

	2025	2024
	£	£
Bank loans and overdrafts	144,510	319,084
Trade creditors	1,000,096	1,096,061
Corporation tax	1,974	44,462
Social security and other taxes	84,747	126,257
Other creditors	235,401	185,802
	------------	------------
	1,466,728	1,771,666
	------------	------------

10. Creditors: amounts falling due after more than one year

	2025	2024
	£	£
Bank loans and overdrafts	20,015	22,875
	--------	--------

Included within creditors: amounts falling due after more than one year is an amount of £Nil (2024: £3,706) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.

The bank loan is unsecured and is repayable by monthly instalments over a period of 10 years from 27th May 2020. It bears interest at 2.5% on the outstanding balance.

11. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	2025	2024
	£	£
Included in provisions	7,425	6,969
	-------	-------

The deferred tax account consists of the tax effect of timing differences in respect of:

	2025	2024
	£	£
Accelerated capital allowances	7,425	6,969
	-------	-------

12. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	2025	2024
	£	£
Not later than 1 year	69,338	67,979
Later than 1 year and not later than 5 years	86,671	152,952
	---------	---------
	156,009	220,931
	---------	---------

13. Director's advances, credits and guarantees

During the year the director entered into the following advances and credits with the company:

	2025
	Balance brought forward	Advances/ (credits) to the director	Balance outstanding
	£	£	£
Mr G Morrison	159,613	( 159,613)	–
Mr W B Key	162,000	50,943	212,943
	---------	---------	---------
	321,613	( 108,670)	212,943
	---------	---------	---------

	2024
	Balance brought forward	Advances/ (credits) to the director	Balance outstanding
	£	£	£
Mr G Morrison	77,065	82,548	159,613
Mr W B Key	75,356	86,644	162,000
	---------	---------	---------
	152,421	169,192	321,613
	---------	---------	---------

14. Related party transactions

The company was under the control of Mr W Key throughout the current year. Mr G Morrison resigned as a director of the company on 31st December 2024 and relinquished his shareholding in the parent company on 10th April 2025. Mr W Key is the sole director and a majority shareholder of the parent company Dreamstation Ltd.

15. Controlling party

The company is a wholly owned subsidiary of Dreamstation Limited which is the ultimate parent company. The shares held by the parent company are 50,000 £1 Ordinary shares, partly paid at 25p per share. At the year end an amount of £861,441(2024 - £721,441) was due from Dreamstation Limited. During the year The company has made an impairment provision of £425,291 against the gross amount owed.