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Registered number: SC653985
SOLVED BY AI LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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SOLVED BY AI LIMITED
REGISTERED NUMBER: SC653985
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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SOLVED BY AI LIMITED
REGISTERED NUMBER: SC653985
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JANUARY 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 June 2025.
The notes on pages 4 to 13 form part of these financial statements.
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SOLVED BY AI LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Credit to equity for equity settled share-based payments
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Credit to equity for equity settled share-based payments
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Total transactions with owners
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The notes on pages 4 to 13 form part of these financial statements.
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
Solved BY AI Limited is a private company limited by shares incorporated in Scotland, The registered office is Scotia Bank House, 6 South Charlotte Street, Edinburgh, Scotland, EH2 4AW.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
During the financial year the Company depended on the support of its parent Company The Work Tech Group Limited and its fellow subsidiary Company, SWT Software Limited, to meet its day to day working capital requirements. On 6 January 2025 the Company demerged from the Group and raised £935,400 from shareholders of the Work Tech Group as well as new investors to fund an initial expansion of the business. Further funding will be required in the next 12 months, which the directors are confident will be forthcoming.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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Software development costs
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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25 % or 33 % straight line
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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The average monthly number of employees, including directors, during the year was 13 (2024 - 16).
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Software develop- ment costs
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Charge for the year on owned assets
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Charge for the year on owned assets
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Charged to profit or loss
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
The former parent company, The Work Tech Group Ltd, granted Enterprise Management Incentive (EMI) options. Directors and staff were granted options at the former parent company's discretion. EMI options were granted as follows:
A tranche of options of 646 shares was granted to staff members on 27 October 2021 and had a 3 year vesting period to 26 October 2024. The estimated fair value of each option granted is £289.30. The estimated fair value was calculated with reference to the valuation agreed with HMRC. If any individual leaves the company before the exercise of their options then their options lapse. There are no performance conditions attaching to the scheme. The exercise price is £1,112.68 per share.
None of these options were exercised prior to the end of the vesting period and these options have now lapsed.
A tranche of options of 302 shares was granted to staff members on 5 January 2023 and has a 3 year vesting period to 4 January 2026. The estimated fair value of each option granted is £479.44. The estimated fair value was calculated with reference to the valuation agreed with HMRC. If any individual leaves the company before the exercise of their options then their options lapse. There are no performance conditions attaching to the scheme. The exercise price is £1,917.77 per share.
None of these options were exercised prior to the company demerging from The Work Tech Group Ltd on 6 January 2025 and therefore any options relating to employees of Solved BY AI Limited have lapsed.
During the year, the Company recognised total share-based payment credits of £37,302 (2024 - £49,858 expenses) which related to equity settled share based payment transactions. This is on the basis that the EMI options have been granted solely for the benefit of the company's employees.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £23,935 (2024 - £29,051). Contributions totalling £3,573 (2024 - £8,067) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 31 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
14.Other financial commitments
A bank loan in SWT Software Ltd, a related party, is secured by a guarantee from the Secretary of State for Business, Energy & Industrial Strategy for 80% of the loan and a cross company guarantee from the Work Tech Group Ltd, the parent company of SWT Software Ltd, and Solved by AI Ltd. The value of the loan outstanding as at 31 January 2025 was £736,290 (2024 - £907,873).
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Related party transactions
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The Company has taken advantage of the exemption under paragraph 33.1A of FRS 102 and has not disclosed transactions with other wholly owned group companies.
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Amounts due to companies under common control
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The parent company of Solved by AI Ltd until 6 January 2025 was The Work Tech Group Ltd, a Company which was incorporated in the British Virgin Islands, and as a result is required to maintain a registered office in that territory.
On 6 January 2025, the Company demerged from The Work Tech Group Ltd and the immediate and ultimate parent company is now Solved by AI Holding Company Limited, a company incorporated in England and Wales. Its registered office address is 105 Hallam Street, London, England, W1W 5HE.
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SOLVED BY AI LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
The auditors' report on the financial statements for the year ended 31 January 2025 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that further funding from investors will be required within the next 12 months. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included a detailed review of current trading results and projections prepared by the directors.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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The audit report was signed on 11 June 2025 by Andrew McCall (Senior statutory auditor) on behalf of Langtons Professional Services Limited.
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