REGISTERED NUMBER: 04086135 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

OPENWAVE SYSTEMS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

to

5

Report of the Independent Auditors

6

to

9

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

to

21

DIRECTORS:

U Stigberg

T Salmi

REGISTERED OFFICE:

Suite 2, First Floor

10 Temple Back

Bristol

BS1 6FL

REGISTERED NUMBER:

04086135 (England and Wales)

AUDITORS:

Baker Tilly Mooney Moore

Statutory Auditors

17 Clarendon Road

Belfast

BT1 3BG

BANKERS:

HSBC UK

Alphabeta

14-18 Finsbury Square

London

EC2A 1BR

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

All trading revenue generated by Openwave Systems Limited continues to relate to intra-group contracts.

Total sales for the year ended 31 December 2024 were £6,450,633 (2023: £7,171,249). Development and commissionaire services continue as the sole activities as before, representing the sole income stream of the entity.

PRINCIPAL RISKS AND UNCERTAINTIES

The main financial risks arising from the company's activities are credit risk, interest rate risk and liquidity risk. These are monitored by the board of directors and were not considered to be significant at the balance sheet date other than as discussed below.

In respect of credit risk, the company's income is intra-group and as such the risk of default is seen as minimal. Liquidity risk arising out of trading is considered negligible due to the fact that the company's provision of services to the parent represents all its activities and these services are uplifted by an appropriate margin.

KEY PERFORMANCE INDICATORS

Given the straightforward nature of the business, the company's directors are of the opinion that an analysis using KPI's is not necessary for an understanding of the development, performance or position of the business.

ON BEHALF OF THE BOARD:

U Stigberg - Director

29 August 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of software development and commissionaire services.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

RESEARCH AND DEVELOPMENT

During 2024 the company undertook a suite of research and development projects on behalf of its holding company in its facility in Belfast. The following summarises the key projects in this period.

5G Service Engine (UPF) 2.1 GA

5G-SE is a cloud-native, line-rate traffic classification and service orchestration platform designed for the insertion of user plane services in the 5G packet core (5GC).

5G-SE v2.1 GA was an evolution of v2.x work, supporting multiple CNF clusters as part of a geo-distributed deployment architecture. This supported also a geo-redundant configuration. This version was formally certified by VMWare as part of their TANZU CNF certification programme.

Integra 8.5 / 8.6

Integra is the key Traffic Management platform for ENEA providing services such as TCP Acceleration, Video Optimization, Deep Packet Inspection (DPI) and Traffic Filtering.

The 8.5 project introduced several key DPI advancements, including further enhancements for the fixed line and Gx metering deployment models with support for additional OTT app classifications. This is an active deployment in the North Africa region. Integra usage reporting was also extended to support the Gy diameter interface as part of the 3GPP standards.

The 8.6 project further extended DPI capabilities, introducing support for uplink session bandwidth throttle, call duration reporting and support for traffic obfuscation techniques such as Kyber KEM support to enable traffic classification in these cases.

Advanced remote licensing of the product was also introduced in this version also which included the ability to disable the platform remotely if required.

Architectural evolution of the classification component to embed with the packet processing component (VPP) was undertaken in the release - providing long term performance improvements.

Stratum 4.3/4.4

Stratum is a low latency, hugely scalable distributed subscriber database, supporting 4G and 5G access technologies.

Stratum 4.3 introduced partitioning of subscribers. This fully 3GPP compliant approach allows the platform to scale to an arbitrary number of subscribers while maintaining the same low latency across partitions. It also allows non 3GPP compliant applications to access subscribers across partitions in a fully transparent manner.

Stratum 4.3 introduced smoother L7 load balancing across components, resulting in more even utilisation of components, better scaling and >50% increase in performance.

Stratum 4.4 provides mTLS support for added security and 40% performance improvement over the previous 4.3 release. It also provides the framework for in service upgrades - so the application can be updated without bypassing live traffic from the system.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

U Stigberg has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

T Salmi was appointed as a director after 31 December 2024 but prior to the date of this report.

A Lidbeck ceased to be a director after 31 December 2024 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

The company made donations in the year amounting to £3,791 (2023 - £2,080).

GOING CONCERN

The Company expects to continue to trade profitably through its activities within the group and believes it has sufficient resources to support such activity. The company has no external borrowings and if required the company has the support of the ENEA group for the foreseeable future should the need arise.

The Directors have concluded that these financial statements shall be prepared on a going concern basis.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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.

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.

AUDITORS

The auditors, Baker Tilly Mooney Moore, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

U Stigberg - Director

29 August 2025

Opinion

We have audited the financial statements of Openwave Systems Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or 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; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of dilapidation and tax provisions; and

-in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and significant component audit teams, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Joanne Small (Senior Statutory Auditor)

for and on behalf of Baker Tilly Mooney Moore

Statutory Auditors

17 Clarendon Road

Belfast

BT1 3BG

5 September 2025

TURNOVER

6,450,633

7,171,249

Administrative expenses

6,067,890

6,749,760

OPERATING PROFIT

4

382,743

421,489

Interest receivable and similar income

115

-

PROFIT BEFORE TAXATION

382,858

421,489

Tax on profit

5

(435,001

)

(308,205

)

PROFIT FOR THE FINANCIAL YEAR

817,859

729,694

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

817,859

729,694

FIXED ASSETS

Tangible assets

6

181,692

325,544

CURRENT ASSETS

Debtors

7

16,337,971

15,368,948

Cash at bank

132,935

292,374

16,470,906

15,661,322

CREDITORS

Amounts falling due within one year

8

485,496

637,623

NET CURRENT ASSETS

15,985,410

15,023,699

TOTAL ASSETS LESS CURRENT LIABILITIES

16,167,102

15,349,243

PROVISIONS FOR LIABILITIES

11

150,000

150,000

NET ASSETS

16,017,102

15,199,243

CAPITAL AND RESERVES

Called up share capital

12

20,328,867

20,328,867

Retained earnings

13

(4,311,765

)

(5,129,624

)

SHAREHOLDERS' FUNDS

16,017,102

15,199,243

The financial statements were authorised for issue by the Board of Directors and authorised for issue on 29 August 2025 and were signed on its behalf by:

U Stigberg - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

20,328,867

(5,859,318

)

14,469,549

Changes in equity

Total comprehensive income

-

729,694

729,694

Balance at 31 December 2023

20,328,867

(5,129,624

)

15,199,243

Changes in equity

Total comprehensive income

-

817,859

817,859

Balance at 31 December 2024

20,328,867

(4,311,765

)

16,017,102

1.	STATUTORY INFORMATION

Openwave Systems Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Significant judgements and estimates

Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future which can involve a high degree of judgement and complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year are addressed below.

- Recoverability of amounts owed by group undertakings: Estimates are made in respect of the recoverable value of amounts due from group undertakings. When assessing the level of provision required, factors including current trading experience, historical experience and the ageing profile of debtors are considered.

- Dilapidation provision: The company has included a provision for the estimated cost of restoring its rented premises back to its original condition at the end of its leasehold period, as required under the lease agreement.

There is naturally an element of estimation uncertainty regarding future costs. The company has considered this internally based upon;

- its prior experience of other such obligations;

- the specific characteristics of the property in question; and

- the detailed obligations it must adhere to.

The directors believe the estimation uncertainty has been reduced to an acceptable level in making provision for such future costs.

- Corporation and deferred tax: Judgement and estimates are required when determining deferred as well as current tax assets and liabilities. The directors believe that its estimates, based on, for example, interpretation of tax laws, are reasonable. Changes in tax laws and rates, interpretations of tax laws, earnings before tax, and taxable profit might have an impact on the amounts recognised as tax assets and liabilities.

The company has unrecognised deferred tax assets relating to unused notional tax and deductible temporary differences. Based on estimates of the probability of releasing these tax benefits, available temporary differences, and periods of reversals of such differences the directors do not believe that the criteria to recognise deferred tax assets are met.

Turnover

Turnover represents sales to group companies at invoiced amounts less value added tax. Turnover is recognised when the service has been delivered.

Tangible assets

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided to write off the cost, less estimated residual values, of all tangible fixed assets evenly over their expected useful lives. It is calculated at the following rates:

Leasehold property improvements - 33% per annum on a straight line basis

Fixtures and fittings - 20% per annum on a straight line basis

Computer equipment - 33% per annum on a straight line basis

Financial instruments

All financial instruments of the company are considered to meet the definition of basic financial instruments.

- Short term debtors and creditors

Debtors and creditors with no stated interest rate and are receivable or payable on demand are recognised at transaction price, and subject to annual impairment reviews. Any losses arising on impairment are recognised in the profit and loss account.

- Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand.

- Loans and borrowings

Loans which are basic financial instruments are initially recorded at the present value of future payments discounted at a market rate of interest for a similar loan. Subsequently, they are measured at amortised cost using the effective interest rate method. Loans that are payable within one year are not discounted.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 or receivable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 year 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.

Research and development

Research and Development costs consist of labour costs for all employees who work solely on research and development projects and directly related support costs. All costs are directly expensed to the profit and loss in the period in which they are incurred.

Foreign currencies

Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Exchange differences are taken into account in arriving at the operating result.

Leased assets

All leases are treated as operating leases. Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease.

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.

Impairment of fixed assets

Fixed assets are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Fixed assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Employee benefits

Short-term employee benefits are recognised as an expense in the period in which they are incurred.

Amounts in respect of defined contribution plans are recognised as an expense as they are incurred.

Provisions for termination benefits are recognised only when the company is demonstrably committed to terminate the employment of an employee or of a group of employees before their normal retirement date or to provide termination benefits as a result of an offer made in order to encourage voluntary redundancy.

Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

3.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

3,994,577

4,607,820

Social security costs

431,005

454,412

Other pension costs

224,866

260,437

4,650,448

5,322,669

The average number of employees during the year was as follows:

31.12.24

31.12.23

Average number of employees

52

61

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.24

31.12.23

£

£

Hire of plant and machinery

1,174

1,725

Depreciation - owned assets

236,143

372,174

Auditors' remuneration

25,500

14,000

Auditors' remuneration for non audit work

2,354

3,960

Foreign exchange differences

500

63

Research and development - current year's expenditure

4,347,104

4,384,120

Land and buildings - operating leases

217,507

215,600

5.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

(435,001

)

(403,411

)

Corporation tax - prior year

-

95,206

Tax on profit

(435,001

)

(308,205

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

Profit before tax

382,858

421,489

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

95,715

105,372

Effects of:

Expenses not deductible for tax purposes

5,401

2,066

Income not taxable for tax purposes

-

(15,710

)

Depreciation in excess of capital allowances

22,542

37,769

Adjustments to tax charge in respect of previous periods

-

95,206

Taxable research and development costs

171,680

132,610

Adjustment in research and development tax credit leading to decrease in the tax charge

(435,001

)

(403,411

)

Utilisation of notional tax

(294,361

)

(245,668

)

Hybrid tax rate

(977

)

(16,439

)

Total tax credit

(435,001

)

(308,205

)

On 1 April 2023, the main rate of corporation tax increased from 19% to 25%. For businesses with accounting periods which straddle 1 April, profits are time apportioned.

Factors that may affect future tax charges

A potential deferred tax asset of £116,035 (2023 - £216,205) has not been recognised as there is insufficient certainty over its recoverability.

6.	TANGIBLE FIXED ASSETS

Improvements

Fixtures,

to

fittings

Computer

property

& equipment

equipment

Totals

£

£

£

£

COST

At 1 January 2024

1,544,724

438,533

2,306,796

4,290,053

Additions

-

-

92,291

92,291

Disposals

-

-

(60,657

)

(60,657

)

At 31 December 2024

1,544,724

438,533

2,338,430

4,321,687

DEPRECIATION

At 1 January 2024

1,538,324

438,533

1,987,652

3,964,509

Charge for year

5,180

-

230,963

236,143

Eliminated on disposal

-

-

(60,657

)

(60,657

)

At 31 December 2024

1,543,504

438,533

2,157,958

4,139,995

NET BOOK VALUE

At 31 December 2024

1,220

-

180,472

181,692

At 31 December 2023

6,400

-

319,144

325,544

The company has ownership of Tangible Fixed Assets that have been funded by hire purchase agreements. The net book value of the Tangible Fixed Assets under hire purchase agreements at the year end is £nil (2023: £43,566) and the depreciation charge for the year is £43,566 (2023: £89,359).

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed by group undertakings

15,693,710

14,547,179

Other debtors

9,494

12,567

Tax

435,000

612,732

Prepayments and accrued income

199,767

196,470

16,337,971

15,368,948

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

13,111

6,134

Accruals and deferred income

472,385

631,489

485,496

637,623

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

£

Within one year

215,600

215,600

Between one and five years

17,967

233,567

233,567

449,167

The company renewed its lease on the property during the 2021 year with the new lease commencing on 1st February 2021. The new lease is for a 5 year period, with the option of an additional 5 years after year 5.

10.	SECURED DEBTS

HSBC Innovation Banking has a fixed charge (Code 0408 6135 0001) with a negative pledge over the bank accounts of the Company.

11.	PROVISIONS FOR LIABILITIES

31.12.24

31.12.23

£

£

Other provisions

Dilapidation Provision

150,000

150,000

The dilapidation provision is in respect of the leased property set out in notes 6 and 9.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

20,328,867

Ordinary Shares

£1

20,328,867

20,328,867

13.

RESERVES

Retained

earnings

£

At 1 January 2024

(5,129,624

)

Profit for the year

817,859

At 31 December 2024

(4,311,765

)

14.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension charge amounted to £224,866 (2023 - £260,437). There were outstanding contributions totalling £nil at the year end (2023: £nil).