REGISTERED NUMBER: 09479466 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Period 1 April 2023 to 30 September 2024

for

Calico Capital Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Statement of Directors' Responsibilities

7

Report of the Independent Auditors

8

Income Statement

11

Other Comprehensive Income

12

Balance Sheet

13

Statement of Changes in Equity

14

Cash Flow Statement

15

Notes to the Cash Flow Statement

16

Notes to the Financial Statements

17

DIRECTORS:

J E Manczak

J Marshall

REGISTERED OFFICE:

C/O Dragon Argent Limited

3 More London Riverside

London

SE1 2RE

REGISTERED NUMBER:

09479466 (England and Wales)

AUDITORS:

DJH AUDIT LIMITED

Statutory Auditor

The Carriage House

Mill Street

Maidstone

Kent

ME15 6YE

The director presents the Strategic Report of Calico Capital Limited for the period ended 30 September 2024.

REVIEW OF BUSINESS

Calico Capital Limited was incorporated on 9 March 2015 and was authorised by the Financial Conduct Authority ("FCA") to undertake investment services from 26 January 2016.

The company changed its name from TigerWit Limited to Calico Capital Limited on 24 August 2023.

The period ended 30 September 2024 represents a significant transition in the company's lifecycle. Following a strategic review of the business and its regulatory position, the company ceased regulated trading activities and its application to withdraw FCA permissions was approved on 28 June 2024.

As a result, the company no longer conducted regulated financial services activities during the latter part of the period and entered an orderly wind-down process. The company ceased active trading operations during the period and focused on managing residual assets, liabilities, corporate obligations and legacy matters.

The company's key performance indicators remain turnover and profit/(loss) before taxation, which are disclosed in the Statement of Comprehensive Income.

PRINCIPAL RISKS AND UNCERTAINTIES

As the company has ceased regulated trading activities and entered a wind-down phase, the nature of its principal risks has changed significantly from previous periods.

The directors have identified the following principal risks and uncertainties:

LEGAL AND LITIGATION RISK

The company is involved in ongoing legal proceedings relating to historic conduct involving former employees and officers. The outcome of such proceedings remains uncertain and may affect the timing and cost of the company's wind-down process.

RECORD RECOVERY AND INFORMATION RISK

The company has experienced challenges in obtaining complete accounting records, banking records and supporting documentation from previous management. Efforts continue to reconstruct and verify historical information where necessary.

COUNTERPARTY AND RECOVERY RISK

The company continues to review historical balances, assets, liabilities and receivables. There remains uncertainty regarding the recoverability of certain historic balances and the completeness of records relating to previous operations.

WIND-DOWN RISK

The principal operational risk facing the company is the orderly management of its wind-down, including maintaining statutory compliance, resolving outstanding matters and preserving sufficient resources to complete the process.

DEVELOPMENT AND PERFORMANCE

During the period, the company completed the withdrawal of its FCA permissions and ceased its regulated financial services activities.

Following the cessation of operations, management focused on preserving company assets, reviewing historic affairs, maintaining statutory compliance and managing the company's transition into an orderly wind-down.

The directors consider that the period reflects the successful execution of the company's strategy to cease operations and reduce ongoing liabilities while maintaining compliance with its legal and corporate obligations.

STRATEGIC DEVELOPMENTS

The most significant development during the period was the withdrawal of the company's FCA permissions on 28 June 2024 and the resulting cessation of regulated activities.

During the period, ownership of the company was consolidated under Investor Limited, a New Zealand company, which became the sole shareholder of Calico Capital Limited.

The company also experienced significant governance changes, including the resignation of former directors and senior management on 30 September 2024 and the transition of oversight responsibilities to the remaining board.

Following the cessation of trading activities, the company's strategy shifted from business development and growth to the orderly management of residual affairs, including legal proceedings, record preservation, statutory compliance and eventual deregistration.

SECTION 172 STATEMENT

The director acknowledges the duty under Section 172 of the Companies Act 2006 to promote the success of the company for the benefit of its members as a whole while having regard to the interests of stakeholders, suppliers, creditors, regulators and other affected parties.

During the period, the director's primary focus was ensuring an orderly wind-down of the company's affairs while preserving value for stakeholders and maintaining compliance with legal and regulatory obligations.

1. The likely consequences of decisions in the long term

The director's decisions during the period were focused on minimising future liabilities, preserving company records and ensuring that the company could complete its wind-down process in an orderly and compliant manner.

2. The interests of employees

As part of the cessation of operations, the company no longer maintained active operational staffing. The director sought to ensure that all obligations to former employees and contractors were managed appropriately and in accordance with applicable law.

3. Relationships with suppliers, customers and others

The company exited its customer and supplier relationships as part of the cessation of operations. The director sought to ensure that outstanding obligations and communications were managed fairly and responsibly.

4. Community and environmental impact

The company operated primarily as a digital business and had minimal environmental impact during the period. The wind-down of operations further reduced the company's operational footprint.

5. Maintaining a reputation for high standards of business conduct

The director remains committed to maintaining high standards of corporate governance, transparency and compliance throughout the wind-down process, including the management of legal proceedings and historic matters.

6. Acting fairly between members of the company

The director has sought to ensure that all decisions are taken fairly and in the interests of the company and its shareholder while appropriately balancing the interests of other stakeholders.

ON BEHALF OF THE BOARD:

J E Manczak - Director

21 September 2026

The directors present their annual report and financial statements for the period ended 30 September 2024.

PRINCIPAL ACTIVITIES

Historically, the principal activity of the company was the provision of investment services and trading as principal and agent in foreign exchange, equities and derivative contracts, including Contracts for Difference ("CFDs"), together with the provision of professional and technological services.

During the period, the company ceased its regulated financial services activities following the withdrawal of its Financial Conduct Authority ("FCA") permissions on 28 June 2024.

Following the cessation of trading activities, the company entered an orderly wind-down process and did not conduct active trading operations for the remainder of the period. Activities were limited to the management of residual assets, liabilities, statutory obligations and legacy matters.

The company changed its name from TigerWit Limited to Calico Capital Limited on 24 August 2023.

RESULTS

The results for the period are set out in the Statement of Comprehensive Income.

FINANCIAL INSTRUMENTS

LIQUIDITY RISK

Following the cessation of trading activities, liquidity risk is limited to the management of residual cash balances, settlement of outstanding obligations and the funding of ongoing wind-down activities.

FOREIGN CURRENCY RISK

The company has limited exposure to foreign currency risk arising from historic balances and transactions denominated in foreign currencies. Given the cessation of operations, foreign exchange risk is not considered significant.

CREDIT RISK

The company's credit risk is principally associated with the recoverability of certain historic receivables and balances arising from previous operations. The directors review such balances periodically and make provisions where appropriate.

ENERGY AND CARBON REPORT

As the company has not consumed more than 40,000 kWh of energy during the reporting period, it qualifies as a low energy user under the Streamlined Energy and Carbon Reporting Regulations and is not required to report on emissions, energy consumption or energy efficiency activities.

LITIGATION AND LEGACY MATTERS

The company is pursuing legal proceedings relating to historic conduct involving former employees and officers. These proceedings remain ongoing and are being managed as part of the company's wind-down process.

The directors continue to assess the potential financial impact of these proceedings and have considered their effect when preparing these financial statements.

STATEMENT OF DISCLOSURE TO AUDITOR

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

GOING CONCERN

In assessing the company's going concern status, the directors have considered the company's financial position, expected wind-down costs, ongoing legal proceedings and available resources.

The company ceased regulated activities during the period and entered an orderly wind-down process following the withdrawal of its FCA permissions. All customer and supplier relationships associated with the company's historic trading activities have been exited.

Although the company is no longer an active trading business, the directors believe that the company has adequate resources to meet its obligations as they fall due and to complete its remaining statutory, administrative and legal obligations. The accounts have been prepared on a basis other than on a going concern basis. Although the directors do not believe they would be materially different if they had been prepared on a going concern basis.

DIVIDENDS

No ordinary dividends were paid during the period and the directors do not recommend the payment of a final dividend.

DIRECTORS

The directors who held office during the period and up to the date of approval of the financial statements were as follows:

- Mr James Eugene Manczak

- Mr Timothy David Hughes (resigned 30 September 2024)

- Mr Simon David Denham (resigned 30 September 2024)

- Mr James Marshall (appointed 2 September 2024)

Subsequent to the reporting period, Mr James Marshall resigned as a director on 13 March 2026.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

J E Manczak - Director

21 September 2026

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclaimer of Opinion

We were engaged to audit the financial statements of Calico Capital Limited (the 'company') for the period ended 30 September 2024 which comprise the income statement, the balance sheet, other comprehensive income, the statement of changes in equity, the cash flow statement and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for Disclaimer of Opinion

We were unable to confirm or verify balances relating to multiple bank accounts included in the balance sheet with a material carrying value of £110,497 as at 30 September 2024. Several transactions posted through these bank accounts are material individually and in aggregate. We were unable to verify these transactions using alternative procedures.

We have also been unable to confirm or verify the existence and valuation of certain debtor balances included in the balance sheet with a net carrying value of £8,328 as at 30 September 2024. We were unable to verify or confirm some transactions posted through these debtor balances, which are material individually and in aggregate.

As a result of these matters, we were unable to determine whether any adjustments might have been necessary in respect of recorded or unrecorded transactions and how these would have affected elements of the income statement, other comprehensive income, balance sheet, statement of changes in equity and cash flow statement.

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matters described in the basis of Disclaimer of Opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of our audit:

- the information given in the strategic report and the director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors' report.

Arising from the limitation of our work referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in out opinion:

- returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements, including how fraud may occur by enquiring of management's own consideration of fraud. In particular we assessed whether judgements made in making accounting estimates are indicative of potential bias, and evaluated the business rationale of significant transactions outside the normal course of business. We also addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and other adjustments. We also considered potential financial or other pressures, opportunities and motivations for fraud. As part of discussions with management we identified the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations and how management monitor these processes.

We obtained an understanding of the legal and regulatory environment applicable to the company and established the most relevant laws and regulations are FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice), Companies Act 2006, direct and indirect taxation legislation in the United Kingdom, and operational laws and regulations including health and safety, employment law, anti-money laundering, anti-bribery and corruption, and GDPR rules.

Additionally we also identified Financial Conduct Authority (FCA) regulations as being regulations that could reasonably be expected to have a material effect on the financial statements. This has been identified through our experience of the sector in which the entity operates, and through discussions with the directors and management.

We considered the extent of compliance with these laws and regulations as part of our procedures on the related financial statement lines. We made enquiries of management with regards to compliance with the above laws and regulations and corroborated any necessary evidence, for example, review and inspection of legal invoices and correspondence with the relevant authorities and the entity's solicitors. With regards to the Financial Conduct Authority (FCA) regulations we reviewed the company's policies and procedures, the register of breaches and correspondence with the regulator.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentation or through collusion. There are inherent limitations in the audit procedures performed as non-compliance with laws and regulations may not necessarily be reflected in transactions reported in the financial statements, and therefore we may be less likely to become aware of it. We have not been able to carry out our full procedures due to the reasons identified in the Basis of Disclaimer of Opinion paragraph. Management and those charged with governance of the entity have the primary responsibility for the prevention and detection of fraud.

Responsibilities of directors

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the company's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report. However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Athos Louca FCCA (Senior Statutory Auditor)

for and on behalf of DJH AUDIT LIMITED

Statutory Auditor

The Carriage House

Mill Street

Maidstone

Kent

ME15 6YE

22 September 2026

TURNOVER

493,574

1,508,636

Cost of sales

8,455

28,240

GROSS PROFIT

485,119

1,480,396

Administrative expenses

2,259,362

1,943,331

(1,774,243

)

(462,935

)

Other operating income

317,662

-

OPERATING LOSS

4

(1,456,581

)

(462,935

)

Exceptional item

5

(78,400

)

-

Exceptional item

5

150,000

-

(1,384,981

)

(462,935

)

Interest receivable and similar income

581

-

(1,384,400

)

(462,935

)

Interest payable and similar expenses

6

-

48

LOSS BEFORE TAXATION

(1,384,400

)

(462,983

)

Tax on loss

7

-

-

LOSS FOR THE FINANCIAL PERIOD

(1,384,400

)

(462,983

)

LOSS FOR THE PERIOD

(1,384,400

)

(462,983

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(1,384,400

)

(462,983

)

FIXED ASSETS

Tangible assets

13

-

3,158

CURRENT ASSETS

Debtors

14

23,016

611,720

Cash at bank

15

285,800

1,060,007

308,816

1,671,727

CREDITORS

Amounts falling due within one year

16

201,965

183,634

NET CURRENT ASSETS

106,851

1,488,093

TOTAL ASSETS LESS CURRENT LIABILITIES

106,851

1,491,251

CAPITAL AND RESERVES

Called up share capital

18

267

267

Share premium

19

2,654,573

2,654,573

Retained earnings

19

(2,547,989

)

(1,163,589

)

SHAREHOLDERS' FUNDS

106,851

1,491,251

The financial statements were approved by the Board of Directors and authorised for issue on 21 September 2026 and were signed on its behalf by:

J E Manczak - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2022

267

(700,606

)

2,654,573

1,954,234

Changes in equity

Total comprehensive income

-

(462,983

)

-

(462,983

)

Balance at 31 March 2023

267

(1,163,589

)

2,654,573

1,491,251

Changes in equity

Total comprehensive income

-

(1,384,400

)

-

(1,384,400

)

Balance at 30 September 2024

267

(2,547,989

)

2,654,573

106,851

Cash flows from operating activities

Cash generated from operations

1

(774,788

)

(374,575

)

Interest paid

-

(48

)

Net cash from operating activities

(774,788

)

(374,623

)

Cash flows from investing activities

Interest received

581

-

Net cash from investing activities

581

-

Decrease in cash and cash equivalents

(774,207

)

(374,623

)

Cash and cash equivalents at beginning of period

2

1,060,007

1,434,630

Cash and cash equivalents at end of period

2

285,800

1,060,007

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.4.23

to

Year Ended

30.9.24

31.3.23

£

£

Loss before taxation

(1,384,400

)

(462,983

)

Depreciation charges

3,158

5,315

Finance costs

-

48

Finance income

(581

)

-

(1,381,823

)

(457,620

)

Decrease in trade and other debtors

588,704

187,771

Increase/(decrease) in trade and other creditors

18,331

(104,726

)

Cash generated from operations

(774,788

)

(374,575

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 30 September 2024

30.9.24

1.4.23

£

£

Cash and cash equivalents

285,800

1,060,007

Year ended 31 March 2023

31.3.23

1.4.22

£

£

Cash and cash equivalents

1,060,007

1,434,630

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.23

Cash flow

At 30.9.24

£

£

£

Net cash

Cash at bank

1,060,007

(774,207

)

285,800

1,060,007

(774,207

)

285,800

Total

1,060,007

(774,207

)

285,800

1.	STATUTORY INFORMATION

Calico Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 63 Bermondsey Street, London, England, SE1 3 XF.

2.	ACCOUNTING POLICIES

2.1

Basis of preparing the financial statements

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic o Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principle accounting policies adopted are set out below.

The company is reporting a period of longer than one year as a decision was made by the directors to extend the period to September 2024 as the company has ceased to trade.

Due the fact that comparative amounts presented in the financial statements (including the related notes) are for a period of 12 months they are not entirely comparable.

2.2

Turnover

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

2.3

Tangible fixed assets

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

Computer equipment

-

Straight line over 3 years

2.4

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.

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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or

joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured

reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators ofimpairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that

occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was

recognised, the impairment is reversed. The reversal is such that the current carrying amount does not

exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of

the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or

investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2.5

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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.

2.6

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 period 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.

2.7

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

2.8

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.

2.9

Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

2.10

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.

2.11 Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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

2.12 Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2.13

Going concern

At the time of approving the financial statements, the company is in the process of being wound down. No trading has occurred during the year and all outstanding customer and supplier relationships have been exited as part of the cessation of operations.

Over the next 18 months, it will remain in this state while completing wind-down activities, rather than continuing as an active entity.

The accounts have been prepared on a basis other than on a going concern basis. Although the directors do not believe they would be materially different if they had been prepared on a

going concern basis

2.14 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.

3.	EMPLOYEES AND DIRECTORS

Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2024

2023

Number

Number

Administrative staff

1

-

Management

2

2

Total

3

2

Their aggregate remuneration comprised:

2024

2023

£

£

Wages and salaries

628,583

302,647

Social security costs

72,417

52,076

Pension costs

3,967

2,706

704,967

357,429

Directors' remuneration

2024

2023

£

£

Remuneration for qualifying services

584,000

300,000

Company pension contributions to defined contribution schemes

3,082

2,642

587,082

302,642

Remuneration disclosed above include the following amounts paid to the highest paid director:

2024

2023

£

£

Remuneration for qualifying services

250,000

300,000

Company pension contributions to defined contribution schemes

1,541

2,642

The number of directors for whom retirement benefit are accruing under defined contributions schemes amounted to 2 (2023 - 2).

4.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

Period

1.4.23

to

Year Ended

30.9.24

31.3.23

£

£

Other operating leases

27,168

77,713

Depreciation - owned assets

3,158

5,315

Foreign exchange differences

2,793

(6,663

)

5.	EXCEPTIONAL ITEMS

Exceptional items

2024

2023

£

£

Expenditure

Loans written off

-

2,641

Settlement agreement costs

78,400

-

Amounts recoverable from directors

(150,000

)

-

(71,600

)

2,641

The exceptional costs have arisen on the directors coming to agreements on the future of the company with a view to winding down operations in the near future.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.4.23

to

Year Ended

30.9.24

31.3.23

£

£

Other interest

-

48

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period ended 30 September 2024 nor for the year ended 31 March 2023.