Company registration number 05011189 (England and Wales)
XBN LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
XBN LIMITED
CONTENTS
Page
Company information
1
Balance sheet
2
Notes to the financial statements
3 - 7
XBN LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 2 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
3
3,383,405
3,317,063
Creditors: amounts falling due within one year
4
(12,468)
Net current assets
3,383,405
3,304,595
Capital and reserves
Called up share capital
5
169,708
169,708
Share premium account
15,378,873
15,378,873
Profit and loss reserves
6
(12,165,176)
(12,243,986)
Total equity
3,383,405
3,304,595
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 3 September 2026
Mr. R. Crane
Director
Company Registration No. 05011189
The notes on pages 3 to 7 form part of these financial statements
XBN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information
XBN Limited (05011189) is a private company limited by shares incorporated in England and Wales. The registered office is Brigade House 8 Parsons Green, London, SW6 4TN.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation, based upon future forecasts, that the company has adequate resources to continue in operational existence for the foreseeable future. At the year end the company had total assets of £3,383,405 (2024 - £3,304,595).Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
The financial statements have been prepared on a going concern basis, which assumes the company will continue in operational existence, and will be able to meet its liabilities as they fall due, for a period of at least twelve months from the date of approval of the financial statements.
1.3
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 current liabilities.
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company 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.
XBN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors, loan receivables 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.
Classification of 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities including creditors and loans from fellow group companies, are initially measured at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Other financial liabilities classified as fair value through profit or loss are measured at fair value.
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.6
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
1
1
XBN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
3
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts due from group undertakings
3,383,405
3,317,063
Amounts due from group undertakings are unsecured and subject to interest at 2% per annum on the principal. Of the balance outstanding, £3,383,405 (2024: £3,317,063) falls due after more than one year, with a repayment date of 31 December 2027.
4
Creditors: amounts falling due within one year
2025
2024
£
£
Other creditors
12,468
5
Called up share capital
2025
2024
£
£
Issued and fully paid
48,487,789 Ordinary shares of 0.35p each
169,708
169,708
1,349 Deferred shares of 0.005p each
169,708
169,708
The deferred shares in the capital of the Company have no rights, powers or benefits attached to them whatsoever and, without limitation, do not confer on the holders of deferred shares any right to vote, to share in a dividend declared by the Company or to appoint a director, provided that on a return of capital on a winding-up or otherwise the surplus assets of the Company remaining after payment of its liabilities shall be applied first in repayment to the holders of the ordinary shares of the amount paid up on such ordinary shares together with a premium of £10,000 per ordinary share and the balance of such assets shall be distributed among the holders of the ordinary shares and the holders of the deferred shares rateably according to the amount paid up on such shares.
6
Profit and loss reserves
The profit and loss reserve records all profits and losses of the company.
XBN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
7
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Michelle Hewitt-Dutton FCCA and the auditor was Verallo.
8
Parent company
The company is under the direct control of Fifty Four Four Limited (company registration 08307724) a company incorporated in England and Wales. The smallest group in which the results of the company are consolidated is that headed by Fifty Four Four Limited. As at 1 July 2024, the largest group in which the results of the company are consolidated, is that headed by Y.CO 2 SAM, a company incorporated in Monaco, whose registered office is 17 Avenue Albert II, L'Albu, 98000 Monaco. Copies of Y.CO 2 SAM's consolidated financial statements can be obtained from this address.
The ultimate controlling parties remained Mr. C. Birkett and Mr. G. Wright by virtue of their shareholdings in the company.
9
Related party transactions
Remuneration of key management personnel
No key management personnel are employed by XBN Limited.
XBN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Related party transactions
(Continued)
- 7 -
Other information
At the year end, the balance owed by group undertakings amounted to £3,383,405 (2024 - £3,317,063). During the year interest of £66,341 (2024 - £24,193) was receivable from related parties on the balance.
Audit fees of £5,500 (2024 - £5,500) relating to the statutory audit of the financial statements have been borne by a related entity and not charged to the company