Risk Analysis: RTLT LTD (06953684)

1. Risk Rating: MEDIUM

Justification: While the company carries no financial liabilities or solvency concerns in its current dormant state, significant concerns arise from its 15+ year operational dormancy despite being registered for IT consultancy activities, combined with inconsistencies in the People with Significant Control register. The company is a non-trading shell with no evidence of ever having conducted business, which presents substantial uncertainty for any prospective investor or counterparty.

2. Key Concerns

a) Perpetual Dormancy Since Incorporation The company has been incorporated since July 2009—over 15 years—yet the filed accounts explicitly state the entity has never traded. Net assets have remained at exactly £100 (comprising only unpaid share capital) throughout the entire financial history available. A company registered for IT consultancy activities that has never generated revenue raises questions about its purpose and whether it will ever become operational.

b) PSC Register Inconsistency The People with Significant Control register shows three entries, each claiming ownership of more than 75% of shares: - Mr Geoffrey John Berry (individual) — >75% - Mr Geoffrey John Berry (individual) — >75% (duplicate entry) - Merlin360.Com Ltd (corporate entity) — >75%

It is mathematically impossible for two separate persons/entities to each hold more than 75% of issued share capital. This suggests either a filing error, a failure to update the register following a transfer, or a more serious governance issue. The duplicate individual entry further indicates administrative neglect.

c) Single Director with Concentrated Control The sole director, Geoffrey John Berry, also holds dominant shareholder control. This concentration creates key-person dependency and limits internal governance checks. With no other officers listed (no secretary, no co-directors), there is minimal oversight structure.

3. Positive Indicators

• No Liabilities: The company carries zero debt and has no creditor obligations, eliminating immediate solvency and liquidity concerns.
• Filing Compliance: Accounts and confirmation statements are filed and up to date, with no filings overdue. The most recent accounts were approved and signed on 25 July 2025.
• Clean Corporate History: The company is active and has never been subject to insolvency proceedings, administration, or receivership. No director disqualification records are evident.

4. Due Diligence Notes

Priority Investigations:

1. PSC Register Reconciliation: The conflicting ownership declarations must be clarified with Companies House. Determine whether Mr Berry or Merlin360.Com Ltd is the true controlling party, and whether the duplicate entry reflects an administrative error or an unupdated historical record. Request the full register of members.

2. Merlin360.Com Ltd Relationship: Investigate the corporate PSC entity. Understand its ownership structure, financial health, and the nature of its relationship with RTLT LTD. If Merlin360.Com Ltd holds the shares, Mr Berry's individual PSC entry may be through that corporate vehicle rather than directly.

3. Purpose and Future Intent: Clarify from the director whether the company is being maintained for a specific future purpose (e.g., holding intellectual property, awaiting a project launch, or as a corporate vehicle in reserve). The 2020 name change from "REAL TIME LOCATION TECHNOLOGIES LTD" to "RTLT LTD" suggests some active decision-making about the entity, despite continued dormancy.

4. Related-Party Transactions: Although dormant, examine whether there are any undisclosed arrangements between the company, its director, or Merlin360.Com Ltd that might not appear in abbreviated dormant accounts.

5. Name Change Context: The original 2009 name "REAL LIME LOCATION TECHNOLOGIES LIMITED" appears to have been a typo, corrected within days. The 2020 abbreviation to "RTLT LTD" coincided with no change in trading status—understand the commercial rationale.