Company No: 11571822 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Mr. R. Dean
	Mrs. T. Dean
	Mr. G. Hedger
	Mr. P. Nevin

REGISTERED OFFICE	People's Mission Hall
	20-30 Whitechapel Road
	London
	E1 1EW
	United Kingdom

COMPANY NUMBER

11571822 (England and Wales)

ACCOUNTANT	Verallo
	Century House
	Wargrave Road
	Henley-on-Thames
	Oxfordshire
	United Kingdom
	RG9 2LT

	Note	2025		2024
		£		£
				Restated
Fixed assets
Intangible assets	4	29,071		28,740
Tangible assets	5	529,752		595,322
		558,823		624,062
Current assets
Stocks		4,555		8,343
Debtors	6	1,745,786		783,017
Cash at bank and in hand		1,407,921		933,961
		3,158,262		1,725,321
Creditors: amounts falling due within one year	7	( 1,755,850)		( 1,021,050)
Net current assets		1,402,412		704,271
Total assets less current liabilities		1,961,235		1,328,333
Creditors: amounts falling due after more than one year	8	( 137,402)		( 297,729)
Net assets		1,823,833		1,030,604
Capital and reserves
Called-up share capital	9	1,685		1,685
Share premium account		2,109,381		2,105,290
Profit and loss account		( 287,233 )		( 1,076,371 )
Total shareholders' funds		1,823,833		1,030,604

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

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of X & Why Limited (registered number: 11571822) were approved and authorised for issue by the Board of Directors on 15 September 2026. They were signed on its behalf by:

Mrs. T. Dean Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

X & Why Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is People's Mission Hall, 20-30 Whitechapel Road, London, E1 1EW, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Prior year adjustment

The prior period debtors and creditors have been restated. The restatement affects presentation and disclosure only and has no impact on profit or net assets.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the Black Scholes option pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Trademarks, patents and licences	10 years straight line
Website costs	5 years straight line
Other intangible assets	5 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Fixtures and fittings	3 - 10 years straight line
Computer equipment	3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year.	124		91

3. Share-based payments

Equity-settled share-based payment schemes

The Company has a share option scheme for all employees.

Options are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The options are exercisable in the event of an exit. Options are forfeited by the employee if they cease employment prior to exercise. As set out below, the existing options were both forfeited and exercised in the year and a new scheme was established. Details of the movement in share options, and balance outstanding at the balance sheet date, are as follows:

Details of the share options outstanding during the financial year are as follows:

	2025			2024
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	3,874	14.51		6,990	14.39
Granted during the period	442	14.51		209	14.39
Forfeited during the period	( 2,728)	2.54		( 3,325)	14.29
Outstanding at the end of the period	1,588	8.05		3,874	14.51
Exercisable at the end of the period	0	0		0	0

The options outstanding at 30 September 2025 had an exercise price ranging from £0.01 to £14.51 per share.

On 1st October 2024, 442 ordinary B shares in the company for an exercise price of £14.51 per share were granted to 25 employee's. These options are only exercisable in the event of an exit or at the director's discretion.

4. Intangible assets

	Trademarks, patents and licences		Website costs		Other intangible assets		Total
	£		£		£		£
Cost
At 01 October 2024	795		46,241		24,417		71,453
Additions	0		11,700		0		11,700
At 30 September 2025	795		57,941		24,417		83,153
Accumulated amortisation
At 01 October 2024	247		30,750		11,716		42,713
Charge for the financial year	79		6,078		5,212		11,369
At 30 September 2025	326		36,828		16,928		54,082
Net book value
At 30 September 2025	469		21,113		7,489		29,071
At 30 September 2024	548		15,491		12,701		28,740

5. Tangible assets

	Fixtures and fittings		Computer equipment		Total
	£		£		£
Cost
At 01 October 2024	697,597		77,172		774,769
Additions	0		29,664		29,664
At 30 September 2025	697,597		106,836		804,433
Accumulated depreciation
At 01 October 2024	139,862		39,585		179,447
Charge for the financial year	69,079		26,155		95,234
At 30 September 2025	208,941		65,740		274,681
Net book value
At 30 September 2025	488,656		41,096		529,752
At 30 September 2024	557,735		37,587		595,322

6. Debtors

	2025		2024
	£		£
Trade debtors	1,268,326		413,943
Other debtors	477,460		369,074
	1,745,786		783,017

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	160,326		160,326
Trade creditors	100,932		54,811
Other taxation and social security	956,457		372,300
Other creditors	538,135		433,613
	1,755,850		1,021,050

The aggregate amount of creditors for which security has been given amounted to £154,444 (2024 - £154,444).

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

	2025		2024
	£		£
Bank loans	137,402		297,729

The aggregate amount of creditors for which security has been given amounted to £115,833 (2024 - £270,278).

9. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
66,752 A1 Ordinary shares of £ 0.01 each	668		668
100,000 A2 Ordinary shares of £ 0.01 each	1,000		1,000
1,711 B Ordinary shares of £ 0.01 each	17		17
	1,685		1,685

10. Financial commitments

Commitments

	2025		2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	50,262		26,506