Company Number
Unaudited Financial Statements -
2
Wearehydrogen Ltd
Corporate directory
31 December 2025
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Directors |
L J Irwin |
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B C Marson |
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E J A Shelley |
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Registered office |
223 West George Street |
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Glasgow |
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Scotland |
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G2 2ND |
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Solicitors |
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5 New Square |
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London |
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EC4A 3TW |
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Bankers |
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25 Gresham Street |
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London |
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EC2V 7HN |
3
Wearehydrogen Ltd
Directors' report
31 December 2025
The directors present their report, together with the financial statements, on the Company for the year ended
Principal activities
Review of business
Revenue for the period was £2.3m (2024: £2.9m). The Company's loss for the period was £0.4m (2024: £0.5m). Net assets were £0.1m (2024: £0.5m).
Directors
The directors, who served throughout the year and subsequently except as noted, were as follows:
L J Irwin
B C Marson (Appointed on 26 June 2025)
E J A Shelley
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Directors indemnities
The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Going Concern
The Company has performed financial modelling which show that the Company continues to be cash positive. The directors take confidence from the Company and wider Group’s strong cash flow position through 2025 and post year end, that the Company is able to effectively manage and mitigate these risks over the long term.
After reviewing the Company’s forecasts and projections for the period of at least 12 months from the date of approval of the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Financial risk management objectives and policies
The Company's financial risk management objectives and policies are actively managed by the directors on a group basis.
Credit risk
The group's principal financial assets are cash, trade and other receivables and investments.
The group's credit risk is primarily attributable to its trade receivables to the extent that a customer may be unable to pay the debt on the specified due date. The amounts presented in the statement of financial position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows. This risk is further mitigated by the strong ongoing customer relationships and for many customers there is a dependency on an ongoing service.
Liquidity risk
The group mitigates liquidity risk by ensuring that sufficient funds are available for ongoing operations and future developments. The group holds cash on deposit and has ensured that the funds are held in a spread of money market funds and institutions.
Directors' responsibilities statement
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
4
Wearehydrogen Ltd
Directors' report
31 December 2025
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, including FRS 102). 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 and profit and loss of the Company for that year.
In preparing these financial statements, the directors are required to:
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• |
select suitable accounting policies and then apply them consistently; |
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• |
make judgements and accounting estimates that are reasonable and prudent; |
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• |
state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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• |
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.
This report is made in accordance with a resolution of directors.
On behalf of the directors
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___________________________ |
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Director |
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26 March 2026 |
5
Wearehydrogen Ltd
Statement of income and retained earnings
For the period ended 31 December 2025
|
Note |
2025 |
2024 |
||||
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£'000 |
£'000 |
|||||
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Turnover |
2,271 |
2,897 |
||||
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Cost of Sales |
(472) |
(603) |
||||
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Gross Profit |
1,799 |
2,294 |
||||
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Staff costs |
4 |
(1,432) |
(1,671) |
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Other operating expenses |
(762) |
(1,090) |
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Depreciation expense |
(39) |
(68) |
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Operating loss |
( |
( |
||||
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Interest receivable and similar items |
6 |
66 |
53 |
|||
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Interest payable and similar expenses |
7 |
(1) |
(2) |
|||
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65 |
51 |
|||||
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Loss before income tax expense |
( |
( |
||||
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Income tax expense |
8 |
(4) |
(102) |
|||
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Loss after income tax expense for the period |
( |
( |
||||
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Retained profits at the beginning of the financial period |
474 |
1,060 |
||||
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Retained profits at the end of the financial period |
101 |
474 |
||||
All the activities of the Company are from continuing operations.
There were no items of other comprehensive income in the current or preceding year therefore a statement of comprehensive income has not been presented.
6
Wearehydrogen Ltd
Balance sheet
As at 31 December 2025
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Note |
2025 |
2024 |
||||
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£'000 |
£'000 |
|||||
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Fixed assets |
||||||
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Intangible assets |
9 |
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- |
|||
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Tangible assets |
10 |
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Total fixed assets |
69 |
85 |
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Current assets |
||||||
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Debtors - amounts falling due within one year |
11 |
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Income tax refund due |
- |
2 |
||||
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Cash at bank and in hand |
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Total current assets |
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||||
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Current liabilities |
||||||
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Creditors - amounts falling due within one year |
12 |
( |
( |
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Income tax |
2 |
- |
||||
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Total current liabilities |
(1,101) |
(1,402) |
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Net current assets |
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Total assets less current liabilities |
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Non-current liabilities |
||||||
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Provisions |
13 |
(62) |
(62) |
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Total non-current liabilities |
(62) |
(62) |
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Net assets before deferred tax liability |
111 |
480 |
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Deferred tax |
( |
( |
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Net assets |
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Equity |
||||||
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Retained profits |
101 |
474 |
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Total equity |
|
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These financial statements were approved by the Board and are signed on their behalf by:
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___________________________ |
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Director |
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26 March 2026 |
7
Wearehydrogen Ltd
Notes to the financial statements
31 December 2025
Note 1. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
General information and basis of accounting
Wearehydrogen Ltd is a private company, limited by shares, registered in Scotland. The address of the registered office is given on page 2.
These financial statements were prepared in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The Company has not taken advantage of any of the disclosure exemptions available to it. The financial statements have been prepared on the historical cost basis.
The functional currency of the Company is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates. Accordingly, the financial statements are presented in pounds sterling (£’000).
Going concern
The Company has performed financial modelling which show that the Company continues to be cash positive. The directors take confidence from the Company and wider Group’s strong cash flow position through 2025 and post year end, that the Company is able to effectively manage and mitigate these risks over the long term.
After reviewing the Company’s forecasts and projections for the period of at least 12 months from the date of approval of the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
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, in full, to all of its financial instruments.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument and are offset only when the Company currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Trade, group and other debtors (including accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.
A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.
Financial instruments are classified as liabilities and equity instruments 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.
Trade, group and other creditors (including accruals) payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being transaction price less any amounts settled.
8
Wearehydrogen Ltd
Notes to the financial statements
31 December 2025
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of estimated discounts, sales taxes and after eliminating intercompany sales within the Company. When the outcome cannot be reliably estimated, turnover recognised only to the extent that it is probably that future economic benefits will flow to the Company. The Company bases its estimates on historical results, taking into account the type of customer, the type of transaction and the specifics of each arrangement.
Turnover is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Income tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to non-depreciable property, plant and equipment measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to sale of the asset. In other cases, the measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is recognised in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost and are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 years.
9
Wearehydrogen Ltd
Notes to the financial statements
31 December 2025
Tangible assets
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Leasehold improvements |
25% |
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Computer equipment |
33% |
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Fixtures and fittings |
25% |
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 profit or loss in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in other comprehensive income.
Pension costs
Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is provided.
Leases
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.
Debtors
Short term debtors are measured at transaction price, less any impairment.
Creditors
Provisions
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, provisions are discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.
10
Wearehydrogen Ltd
Notes to the financial statements
31 December 2025
Note 2. Critical accounting judgements
In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The directors do not identify any critical accounting judgements or key sources of estimation uncertainty in relation to these financial statements.
Note 3. Loss before taxation
Loss before taxation is stated after charging:
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2025 |
2024 |
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£'000 |
£'000 |
|||
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Amortisation of intangible assets (see note 9) |
3 |
- |
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Depreciation of tangible assets (see note 10) |
36 |
34 |
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39 |
34 |
Note 4. Staff costs
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2025 |
2024 |
|||
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£'000 |
£'000 |
|||
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Wages and salaries |
1,230 |
1,483 |
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Social security costs |
155 |
155 |
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Pension costs |
47 |
33 |
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1,432 |
1,671 |
The average number of employees during the period was 29 (2024: 30).
Note 5. Directors' remuneration
The directors did not receive any emoluments for their services as directors of the Company during the year or preceding year. These directors of the Company have wide ranging responsibilities for the management of PA Media Group Limited and as such their emoluments are paid by PA Media Group Limited. Accordingly, disclosures in respect of directors' remuneration have been made in the financial statements of PA Media Group Limited.
Note 6. Interest receivable and similar items
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2025 |
2024 |
|||
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£'000 |
£'000 |
|||
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Interest receivable on bank deposits |
66 |
53 |
Note 7. Interest payable and similar expenses
|
2025 |
2024 |
|||
|
£'000 |
£'000 |
|||
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Finance lease interest |
1 |
2 |
11
Wearehydrogen Ltd
Notes to the financial statements
31 December 2025
Note 8. Tax on loss on ordinary activities
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2025 |
2024 |
|||
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£'000 |
£'000 |
|||
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Income tax expense |
||||
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Current tax - adjustment recognised for prior periods |
- |
104 |
||
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Deferred tax - origination and reversal of temporary differences |
38 |
2 |
||
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Deferred tax - adjustment recognised for prior periods |
( |
( |
||
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Aggregate income tax expense on profit/(loss) on ordinary activities |
4 |
102 |
||
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Numerical reconciliation of income tax expense and tax at the statutory rate |
||||
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Loss before income tax expense |
(369) |
(484) |
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Tax at hybrid rate of corporation tax of 25.00% (2024: 25.00%) |
(92) |
(121) |
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Deferred tax - adjustment recognised for prior periods |
(34) |
(4) |
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Adjustments recognised for prior periods |
- |
246 |
||
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Changes in tax rates |
- |
2 |
||
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Effects of transfer pricing adjustments |
(15) |
(25) |
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Group relief surrendered |
143 |
4 |
||
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Expenses that are not deductible in determining taxable profit |
2 |
- |
||
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Income tax expense |
4 |
102 |
Note 9. Fixed assets - intangible assets
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2025 |
2024 |
|||
|
£'000 |
£'000 |
|||
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Software - at cost |
14 |
- |
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Less: Impairment |
(3) |
- |
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11 |
- |
Note 10. Fixed assets - tangible assets
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2025 |
2024 |
|||
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£'000 |
£'000 |
|||
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Leasehold improvements - at cost |
6 |
6 |
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Less: Accumulated depreciation |
(6) |
(6) |
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- |
- |
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Computer equipment - at cost |
183 |
174 |
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Less: Accumulated depreciation |
(89) |
(55) |
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Less: Impairment |
(36) |
(34) |
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58 |
85 |
|||
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58 |
85 |
12
Wearehydrogen Ltd
Notes to the financial statements
31 December 2025
Note 11. Current assets - debtors - amounts falling due within one year
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2025 |
2024 |
|||
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£'000 |
£'000 |
|||
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Trade receivables |
|
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Prepayments and accrued income |
348 |
268 |
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|
599 |
754 |
Note 12. Current liabilities - creditors - amounts falling due within one year
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2025 |
2024 |
|||
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£'000 |
£'000 |
|||
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Trade creditors |
42 |
90 |
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Other taxes and social security |
33 |
88 |
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Accruals and deferred income |
165 |
232 |
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Finance Lease (see note 10) |
30 |
26 |
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Amounts owed to group companies |
819 |
952 |
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Other creditors |
|
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|
1,103 |
1,402 |
Note 13. Non-current liabilities - Provisions
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2025 |
2024 |
|||
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£'000 |
£'000 |
|||
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Leasehold dilapidations |
62 |
62 |
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2025 |
£'000 |
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Carrying amount at the start of the period |
62 |
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Carrying amount at the end of the period |
62 |
This provision relates to contractual obligations to reinstate leasehold properties into their original state of repair at the end of the lease. The provisions are calculated with reference to the expired portion of the individual lease agreements where such a clause exists in the lease contract. The transfer of economic benefit will be made at the end of the lease as set out in note 14.
Note 14. Equity - Reserves
Profit and loss account
Includes all accumulated profits and losses.
Note 15. Financial commitments
Total future minimum lease payments under non-cancellable operating lease are as follows:
13
Wearehydrogen Ltd
Notes to the financial statements
31 December 2025
|
2025 |
2024 |
|||
|
£'000 |
£'000 |
|||
|
Within one year |
79 |
79 |
||
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One to five years |
95 |
16 |
||
|
174 |
95 |
The total future minimum lease payments under finance lease are payable as follows:
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2025 |
2024 |
|||
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Within one year |
28 |
16 |
||
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One to five years |
2 |
10 |
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30 |
26 |
Note 16. Related party transactions
As a subsidiary company of undertaking PA Media Group Limited, the company has taken advantage of the exemptions in Section 33 "Related Party Transactions" from disclosing transactions with members of PA Media Group Limited.
Note 17. Controlling party
At 31 December 2025 , the largest and smallest group in which the results of the Company were consolidated is PA Media Group Limited. The consolidated financial statements can be obtained from The Point, 37 North Wharf Road, Paddington, London, W2 1AF. The ultimate parent company PA Media Group Limited has prepared consolidated group financial statements for the year ended 31 December 2025 . The ultimate controlling party is PA Media Group Limited.
Note 18. Events after the reporting period
No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.