Fuse Universal Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 06636622

Fuse Universal Limited

Financial Statements

31 December 2024

Fuse Universal Limited

Financial Statements

Year ended 31 December 2024

Contents	Page

Strategic report	1

Directors' report	3

Independent auditor's report to the members	5

Consolidated statement of comprehensive income	9

Consolidated statement of financial position	10

Company statement of financial position	11

Consolidated statement of changes in equity	12

Company statement of changes in equity	13

Consolidated statement of cash flows	14

Notes to the financial statements	15

Fuse Universal Limited

Strategic Report

Year ended 31 December 2024

Company Summary Fuse is a cutting-edge Al-powered platform delivering learning, knowledge, and communications into the workflow to build workforce capability, keep employees engaged & updated and help get critical tasks done efficiently and effectively. Fuse is designed for companies who are building a learning culture in their businesses that support everyday learning to drive business performance, innovation, and sustainable competitive advantage. Fuse is currently used globally by over 150 renowned enterprise customers and has over 2.7m. registered users on the platform. Typical use cases include on-boarding, sales enablement, and customer training. Fuse employs 84 employees distributed throughout the UK, Europe, South Africa, India, Singapore, the US, and Costa Rica. The business is funded by Eight Roads Ventures, EdGrowth Partners, EdenRed Capital Partners, & Octopus Ventures. Business Performance 2024 continued to focus on driving operational efficiencies, improvements in financial fundamentals, cash utilization, and a major reduction in losses. The group has reduced losses from a £536k loss in 2023 to £315k loss in 2024 and the expectation is that the business will be profitable in 2025. This would represent a major milestone for the business. Ending Cash Balance was £1.16m vs PY of £892K. This is larger due to the improved collections efforts of the finance team. As previous years had seen significant investment in several areas of the business, in particular R&D, including development of market leading Search/Al functionality, enhanced Security, Recurrent Learning, Reporting, ongoing reduction of Tech Debt as well as major improvements in development efficiencies and product release, 2024 was focused on reaping the benefits of these transformative investments to drive growth in 2025 and beyond. The business is now poised for sustainable long-term growth with improved margins, profitability in 2025 and strong financial fundamentals. Finally, 2025 is off to a promising start with all revenue lines showing strong year on year growth and along with significantly improved customer retention. Principal risks and uncertainties Highly competitive market There continues to be a significant market opportunity for our Learning and Knowledge Platform as a replacement or enhancement of traditional LMSs (Learning Management System) within multinational companies. Learning and Development continues to be a very fractured market with a number of competitors offering a vast array of alternative solutions and price points The key to mitigating this is differentiating the product through its advanced application of AI, social features and focus around unlocking tacit knowledge to provide tangible business value for the customer. As highlighted before, Fuse has invested in getting knowledge at the point of need through significant differentiation in its search engine capabilities, application of AI and performance support software. Liquidity risk The company monitors its working capital closely and looks to maximise the level of cash on deposit at any one time. Clear KPI's are set for the business around billing and approval levels required on any non-standard payment terms. Overdue debtors are managed weekly and reported to the board on a monthly basis. Foreign Exchange The majority of the company's revenue is in GBP Sterling or US Dollar, this is matched by its cost base which provides a natural hedge. The company holds a number of foreign exchange bank accounts and all overseas suppliers are paid from the relevant account wherever possible. An Irish entity has been set up in September 2021 in order to hedge risk against Euro currency fluctuations and to allow easier contracting with existing and future EU customers.

This report was approved by the board of directors on 24 July 2025 and signed on behalf of the board by:

Mr J K Wehnes

Director

Registered office:

Camburgh House

27 New Dover Road

Canterbury

Kent

United Kingdom

CT1 3DN

Fuse Universal Limited

Directors' Report

Year ended 31 December 2024

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

Directors

The directors who served the company during the year were as follows:

Mr M T Treskow
Mr J K Wehnes
Mr S P D Dineen

Dividends

The directors do not recommend the payment of a dividend.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report 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 group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments 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.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 24 July 2025 and signed on behalf of the board by:

Mr J K Wehnes

Director

Registered office:

Camburgh House

27 New Dover Road

Canterbury

Kent

United Kingdom

CT1 3DN

Fuse Universal Limited

Independent Auditor's Report to the Members of Fuse Universal Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of Fuse Universal Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 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 group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.

Material uncertainty related 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 group's or the parent 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. 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 our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company 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 directors' responsibilities statement, 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 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 directors are responsible for assessing the group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor’s report 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. 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 identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered; the nature of the industry, control environment and business performance with particular reference to the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets. We also consider the results of our enquiries of management, relating to their own identification and assessment of the risks of irregularities and possible related fraud. This includes reviewing available documentation on their policies and procedures and performing tests of controls to evidence their effectiveness. Throughout the audit testing we are considering the incentives that may exist within the organisation for fraud. Key areas include timing of recognising income around the year end, posting of unusual journals and manipulating the Company's performance measures to meet remuneration targets and bank covenants. 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 ensure we have an understanding of the relevant laws and regulations and remain alert to possible non-compliance throughout the audit. Despite proper planning and audit work in accordance with auditing standards there are inherent limitations and unavoidable risk that we may not detect some irregularities and material misstatements in the financial statements. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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.

Andrew Collyer

(Senior Statutory Auditor)

For and on behalf of

Burgess Hodgson Audit Limited

Chartered accountants & statutory auditor

Camburgh House

27 New Dover Road

Canterbury

Kent

CT1 3DN

24 July 2025

Fuse Universal Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2024

		2024	2023
Note		£	£
Turnover	4	7,512,768	7,997,495

Cost of sales	1,255,942	1,879,946
	------------	------------
Gross profit	6,256,826	6,117,549

Administrative expenses		6,964,777	7,059,619
Other operating income	5	–	14
		------------	------------
Operating loss	6	( 707,951)	( 942,056)

Other interest receivable and similar income	9	669	812
Interest payable and similar expenses	10	133,355	102,442
		------------	------------
Loss before taxation		( 840,637)	( 1,043,686)

Tax on loss	11	( 526,046)	( 507,832)
		---------	------------
Loss for the financial year and total comprehensive income		( 314,591)	( 535,854)
		---------	------------

All the activities of the group are from continuing operations.

Fuse Universal Limited

Consolidated Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Intangible assets	12	3,806,559	2,322,129
Tangible assets	13	10,276	17,372
		------------	------------
		3,816,835	2,339,501

Current assets

Debtors	15	1,197,554	2,685,973
Cash at bank and in hand		1,163,820	891,926
		------------	------------
		2,361,374	3,577,899

Creditors: amounts falling due within one year	16	8,956,872	8,381,972
		------------	------------
Net current liabilities		6,595,498	4,804,073
		------------	------------
Total assets less current liabilities		( 2,778,663)	( 2,464,572)

Provisions	17	3,723	3,223
		------------	------------
Net liabilities		( 2,782,386)	( 2,467,795)
		------------	------------

Capital and reserves

Called up share capital	21	34	34
Share premium account	22	26,141,452	26,141,452
Other reserves, including the fair value reserve	22	4,398	4,398
Profit and loss account	22	( 28,928,270)	( 28,613,679)
		-------------	-------------
Shareholders deficit		( 2,782,386)	( 2,467,795)
		-------------	-------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 24 July 2025 , and are signed on behalf of the board by:

Mr J K Wehnes

Director

Company registration number: 06636622

Fuse Universal Limited

Company Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Intangible assets	12	3,806,559	2,322,129
Tangible assets	13	–	7,000
Investments	14	1,703	1,703
		------------	------------
		3,808,262	2,330,832

Current assets

Debtors	15	1,145,882	712,767
Cash at bank and in hand		1,096,706	790,473
		------------	------------
		2,242,588	1,503,240

Creditors: amounts falling due within one year	16	10,945,366	8,377,657
		-------------	------------
Net current liabilities		8,702,778	6,874,417
		------------	------------
Total assets less current liabilities		( 4,894,516)	( 4,543,585)

Provisions	17	3,723	3,223
		------------	------------
Net liabilities		( 4,898,239)	( 4,546,808)
		------------	------------

Capital and reserves

Called up share capital	21	33	33
Share premium account	22	26,141,452	26,141,452
Other reserves, including the fair value reserve	22	4,398	4,398
Profit and loss account	22	( 31,044,122)	( 30,692,691)
		-------------	-------------
Shareholders deficit		( 4,898,239)	( 4,546,808)
		-------------	-------------

The loss for the financial year of the parent company was £ 351,431 (2023: £ 1,435,697 ).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 24 July 2025 , and are signed on behalf of the board by:

Mr J K Wehnes

Director

Company registration number: 06636622

Fuse Universal Limited

Consolidated Statement of Changes in Equity

Year ended 31 December 2024

	Called up share capital	Share premium account	Other reserves, including the fair value reserve	Profit and loss account	Total
	£	£	£	£	£
At 1 January 2023	31	24,391,279	4,398	( 28,077,825)	( 3,682,117)

Loss for the year				( 535,854)	( 535,854)
	----	-------------	-------	-------------	------------
Total comprehensive income for the year	–	–	–	( 535,854)	( 535,854)

Issue of shares	3	1,750,173	–	–	1,750,176
	----	-------------	-------	-------------	------------
Total investments by and distributions to owners	3	1,750,173	–	–	1,750,176

At 31 December 2023	34	26,141,452	4,398	( 28,613,679)	( 2,467,795)

Loss for the year				( 314,591)	( 314,591)
	----	-------------	-------	-------------	------------
Total comprehensive income for the year	–	–	–	( 314,591)	( 314,591)

	----	-------------	-------	-------------	------------
At 31 December 2024	34	26,141,452	4,398	( 28,928,270)	( 2,782,386)
	----	-------------	-------	-------------	------------

Fuse Universal Limited

Company Statement of Changes in Equity

Year ended 31 December 2024

	Called up share capital	Share premium account	Other reserves, including the fair value reserve	Profit and loss account	Total
	£	£	£	£	£
At 1 January 2023	30	24,391,279	4,398	( 29,256,994)	( 4,861,287)

Loss for the year				( 1,435,697)	( 1,435,697)
	----	-------------	-------	-------------	------------
Total comprehensive income for the year	–	–	–	( 1,435,697)	( 1,435,697)

Issue of shares	3	1,750,173	–	–	1,750,176
	----	-------------	-------	-------------	------------
Total investments by and distributions to owners	3	1,750,173	–	–	1,750,176

At 31 December 2023	33	26,141,452	4,398	( 30,692,691)	( 4,546,808)

Loss for the year				( 351,431)	( 351,431)
	----	-------------	-------	-------------	------------
Total comprehensive income for the year	–	–	–	( 351,431)	( 351,431)

	----	-------------	-------	-------------	------------
At 31 December 2024	33	26,141,452	4,398	( 31,044,122)	( 4,898,239)
	----	-------------	-------	-------------	------------

Fuse Universal Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
	£	£

Cash flows from operating activities

Loss for the financial year	( 314,591)	( 535,854)

Adjustments for:
Depreciation of tangible assets	8,655	27,420
Amortisation of intangible assets	1,350,386	194,849
Other interest receivable and similar income	( 669)	( 812)
Interest payable and similar expenses	133,355	102,442
Tax on loss	( 526,046)	( 507,832)
Accrued expenses/(income)	161,311	( 52,702)
Other operating cash flow adjustment	–	21,441

Changes in:
Trade and other debtors	1,488,419	1,090,676
Trade and other creditors	( 1,497,092)	1,906,177
	------------	------------
Cash generated from operations	803,728	2,245,805

Interest paid	( 133,355)	–
Interest received	669	812
Tax received	526,546	499,322
	------------	------------
Net cash from operating activities	1,197,588	2,745,939
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 1,559)	( 14,286)
Proceeds from sale of tangible assets	–	( 1,684)
Purchase of intangible assets	( 2,834,816)	( 2,248,122)
	------------	------------
Net cash used in investing activities	( 2,836,375)	( 2,264,092)
	------------	------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	–	1,750,173
Proceeds from issue of other equity instrument	–	3
Proceeds from borrowings	1,910,681	( 1,432,877)
	------------	------------
Net cash from financing activities	1,910,681	317,299
	------------	------------

Net increase in cash and cash equivalents	271,894	799,146
Cash and cash equivalents at beginning of year	891,926	92,780
	------------	---------
Cash and cash equivalents at end of year	1,163,820	891,926
	------------	---------

Fuse Universal Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Camburgh House, 27 New Dover Road, Canterbury, Kent, CT1 3DN, United Kingdom.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Borrowing costs related to fixed assets

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Going concern

The group has made loss of £314,591 (2023: £535,854) for the year ended 31 December 2024. The group has net liabilities of £2,782,386 (2023: £2,467,795) and cash of £1,163,820 (2023: £891,926) as at 31 December 2024. As a result of the position the directors have considered going concern in significant detail. It is noted that within creditors there is a deferred income balance of £5.6m which will be replaced with future early cash payments, meaning the next financial year will carry a similar level. As this balance effectively continues in perpetuity it can be considered as 'not settled' in the next 12 months. Also included within creditors is a debt balance of £1.56m. Although the terms show the balance as due, it is in fact only repayable with board approval. The board would only approve repayment if alternative financing was available. Therefore, in the going concern consideration this can also be considered as not immediately payable. These elements together total £7.2m which is greater than current net liability position shown in the financial statements. In addition to the above the directors have made significant steps to reduce its cost base, and with the revised cost base the forecast shows that the business is able to produce a positive EBITDA. Furthermore, the group has secured future income streams and has a positive pipeline adding to the directors' comfort over the future of the business. The directors conclude that, based on the factors noted above, the company is a going concern.

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.

Equity instruments

Equity instruments issued by the group 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 group.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

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.

Retirement benefits

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

Consolidation

The consolidated group financial statements consist of the financial statements of the parent company Fuse Universal Limited together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates. All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill. If the group's share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate. Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

Judgements and key sources of estimation uncertainty

In the application of the group'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. Critical judgements The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Development costs Whether the development costs can be capitalised is covered Section 18 of FRS 102 and is subject to points laid out in the intangibles accounting policies. Whether development costs can be capitalised is re-assessed annually. The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Depreciation The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of the property, plant and equipment and note 1.7 for the useful economic lives for each class of asset. Preferred shares There is a significant judgement made by the directors in respect of the treatment of the preferred shares. There is judgement is the treatment as equity rather than a liability. The preferred shares have some qualities similar to a liability such as a fixed interest rate and non-voting right. Despite this the shares have no fixed redemption date and the board must agree if repayment is to be made. Settlement would otherwise only come from liquidation or proceeds from a sale. As the preferred shares have no redemption and the payment is in the control of the board, the director believe that the financial instrument is more aligned with equity and therefore presented within share capital and share premium in the equity section of the statement of financial position. It should be noted that to the year end there is £4,035,497 of interest accrued on the value of the preferred shares, not recognised in these financial statements.

Revenue recognition

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Licence revenue is billed in advance, deferred and recognised over the term of the licence. Software support and maintenance revenue is recognised evenly over the life of the contract. Turnover from professional services is recognised as the services are performed. Turnover on contracts involving a combination of products and services is recognised separately on each deliverable in accordance with the above policy, unless all deliverables are considered to be interdependent, in which case turnover is is recognised over the length of the contract relating to the interdependent deliverables. All turnover is stated net of Value Added Tax and trade discounts. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Deferred tax Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Foreign currencies

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Intangible assets

The Company capitalises development expenditure as an intangible asset when it is able to demonstrate all of the following: (a) The technical feasibility of completing the development so the intangible asset will be available for use or sale. (b) Its intention to complete the development and to use or sell the intangible asset. (c) Its ability to use or sell the intangible asset. (d) How the intangible asset will generate probable future economic benefits. (e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. (f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development. Capitalised development expenditure is initially recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses. All research expenditure and development expenditure that does not meet the above conditions is expensed as incurred. Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over - their useful lives on the following bases.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Development costs	-	33% straight line
Software costs	-	33% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial, and financial feasibility can be demonstrated.

Tangible assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Fixtures and fittings	-	25% straight line
Equipment	-	25% straight line

Investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure off air value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

Investments in joint ventures

Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.

Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversa l of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset and 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 of impairment 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 group 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 group 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 group's contractual obligations expire or are discharged or cancelled.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Rendering of services	7,512,768	7,997,495
	------------	------------

The whole of turnover is attributable to the principal activity of the group.

5. Other operating income

	2024	2023
	£	£
Other operating income	–	14
	----	----

6. Operating loss

Operating profit or loss is stated after charging:

	2024	2023
	£	£
Amortisation of intangible assets	1,350,386	194,849
Depreciation of tangible assets	8,655	27,420
Impairment of trade debtors	–	49,895
Foreign exchange differences	54,197	95,970
	------------	---------

7. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	18,375	17,500
	--------	--------

During the year, the company's auditor changed from Burgess Hodgson LLP to Burgess Hodgson Audit Limited following a change in legal structure of the audit firm. The responsible individual remains the same.

8. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2024	2023
	No.	No.
Production staff	83	83
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	3,907,843	3,735,979
Social security costs	408,941	434,401
Other pension costs	104,205	124,666
	------------	------------
	4,420,989	4,295,046
	------------	------------

We note that in addition to the above costs of £1,552,728 were capitalised during the year and included within tangible additions.

9. Other interest receivable and similar income

	2024	2023
	£	£
Interest on cash and cash equivalents	669	812
	----	----

10. Interest payable and similar expenses

	2024	2023
	£	£
Other interest payable and similar charges	133,355	102,442
	---------	---------

11. Tax on loss

Major components of tax income

	2024	2023
	£	£

Current tax:

UK current tax income	( 526,546)	( 499,322)

Deferred tax:

Origination and reversal of timing differences	500	( 8,510)
	---------	---------
Tax on loss	( 526,046)	( 507,832)
	---------	---------

During the year the group recognised a credit in the profit and loss amount to approximately £526,546 (2023: £499,915) in relation to tax credits available in respect of research & development for the current and prior periods. As at 31 December 2024, the group had tax losses amounting to approximately £15,231,107 (2023: £15,079,137) to offset against future taxable profits. Deferred tax is not recognised in respect of these losses as it is not probably when they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Should significant profits arise in future periods this would give rise to a deferred tax asset of £3,807,777 (assuming a tax rate of 25%).

Reconciliation of tax income

The tax assessed on the loss on ordinary activities for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 19 % (2023: 19 %).

	2024	2023
	£	£
Loss on ordinary activities before taxation	( 840,637)	( 1,043,686)
	---------	------------
Loss on ordinary activities by rate of tax	( 159,721)	( 198,300)
Effect of expenses not deductible for tax purposes	137,336	42,939
Effect of capital allowances and depreciation	1,011	( 5,363)
Unused tax losses	21,874	152,807
Research and development tax credit	( 526,546)	( 499,915)
	---------	------------
Tax on loss	( 526,046)	( 507,832)
	---------	------------

12. Intangible assets

Group and company	Development costs	Software costs	Total
	£	£	£
Cost
At 1 January 2024	8,056,071	147,543	8,203,614
Additions	3,922	–	3,922
Additions from internal developments	2,830,894	–	2,830,894
	-------------	---------	-------------
At 31 December 2024	10,890,887	147,543	11,038,430
	-------------	---------	-------------
Amortisation
At 1 January 2024	5,738,098	143,387	5,881,485
Charge for the year	1,346,230	4,156	1,350,386
	-------------	---------	-------------
At 31 December 2024	7,084,328	147,543	7,231,871
	-------------	---------	-------------
Carrying amount
At 31 December 2024	3,806,559	–	3,806,559
	-------------	---------	-------------
At 31 December 2023	2,317,973	4,156	2,322,129
	-------------	---------	-------------

13. Tangible assets

Group	Fixtures and fittings	Equipment	Total
	£	£	£
Cost
At 1 January 2024	53,860	363,693	417,553
Additions	–	1,559	1,559
	--------	---------	---------
At 31 December 2024	53,860	365,252	419,112
	--------	---------	---------
Depreciation
At 1 January 2024	53,535	346,646	400,181
Charge for the year	325	8,330	8,655
	--------	---------	---------
At 31 December 2024	53,860	354,976	408,836
	--------	---------	---------
Carrying amount
At 31 December 2024	–	10,276	10,276
	--------	---------	---------
At 31 December 2023	325	17,047	17,372
	--------	---------	---------

Company	Fixtures and fittings	Equipment	Total
	£	£	£
Cost
At 1 January 2024 and 31 December 2024	53,860	348,472	402,332
	--------	---------	---------
Depreciation
At 1 January 2024	53,535	341,797	395,332
Charge for the year	325	6,675	7,000
	--------	---------	---------
At 31 December 2024	53,860	348,472	402,332
	--------	---------	---------
Carrying amount
At 31 December 2024	–	–	–
	--------	---------	---------
At 31 December 2023	325	6,675	7,000
	--------	---------	---------

14. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2024	1,703
Additions	103,067
	---------
At 31 December 2024	104,770
	---------
Impairment
At 1 January 2024	–
Impairment losses	103,067
	---------
At 31 December 2024	103,067
	---------

Carrying amount
At 31 December 2024	1,703
	---------
At 31 December 2023	1,703
	---------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Fuse Universal APAC PTE Ltd	Ordinary	100
Fuse Universal China	Ordinary	100
Fuse Universal Pty Ltd	Ordinary	100
Fuse Universal LLC	Ordinary	100
Fuse Universal IE Ltd	Ordinary	100
Fuse Universal SA	Ordinary	100

15. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade debtors	338,331	1,724,017	300,975	1,579,066
Amounts owed by group undertakings	–	–	–	( 1,804,650)
Prepayments and accrued income	280,372	393,813	279,787	393,813
Corporation tax repayable	526,546	499,915	526,546	499,915
Other debtors	52,305	68,228	38,574	44,623
	------------	------------	------------	------------
	1,197,554	2,685,973	1,145,882	712,767
	------------	------------	------------	------------

16. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Bank loans and overdrafts	1,563,130	–	1,563,130	–
Trade creditors	407,505	925,255	406,909	918,742
Amounts owed to group undertakings	–	–	2,562,771	459,903
Accruals and deferred income	6,051,419	5,283,421	5,496,310	4,830,492
Social security and other taxes	548,542	703,308	536,198	703,399
Director loan accounts	347,551	–	347,606	1,606
Other creditors	38,725	1,469,988	32,442	1,463,515
	------------	------------	-------------	------------
	8,956,872	8,381,972	10,945,366	8,377,657
	------------	------------	-------------	------------

17. Provisions

Group and company	Deferred tax (note 18)
	£
At 1 January 2024	3,223
Additions	500
	-------
At 31 December 2024	3,723
	-------

18. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Included in provisions (note 17)	3,723	3,223	3,723	3,223
	-------	-------	-------	-------

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Accelerated capital allowances	3,723	3,223	3,723	3,223
	-------	-------	-------	-------

19. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 104,205 (2023: £ 124,666 ).

20. Share-based payments

Certain employees of the Company hold options to subscribe for shares in the Company. If options remain unexercised after a period of 10 years from the date of grant, the options expire.

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the "vesting date").

The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions. and behavioural considerations.

The calculated charge to the Profit and Loss account in respect of the vested options is not material and has therefore not been included in these financial statements.

	2024 - Number	2023 - Number	2024 - WAEP £	2023 - WAEP £
	£	£	£	£
Outstanding at 1 January 2024	1,276	1,971	282	273
Granted
Forfeited	(10)	(695)	147	257
	-------	-------
Outstanding at 31 December 2024	1,266	1,276	283	282
	-------	-------

The options outstanding at 31 December 2024 had an exercise price of £1,091 and £147.

21. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
A Ordinary shares of £ 0.001 each	10,174	10	10,174	10
A Preferred shares of £ 0.000001 each	4,000,000	4	4,000,000	4
B Preferred shares of £ 0.001 each	6,951	7	6,951	7
B Preferred Ordinary shares of £ 0.000001 each	3,000,000	3	3,000,000	3
C Preferred shares of £ 0.001 each	3,650	4	3,650	4
D Preferred shares of £0.001 each	3,191	3	3,191	3

E Preferred shares of £0.001 each	2,012	2	2,012	2
	------------	----	------------	----
	7,025,978	33	7,025,978	33
	------------	----	------------	----

Each A Ordinary shareholder is entitled to one vote. The distribution of profits is in accordance with article 4.2 of the articles of association. The return of capital is in accordance with article 5 and 6.1 of the articles of association. The A Preferred shareholders are not entitled to vote. The distribution of profits is in accordance with article 4.2 of the articles of association. The return of capital is in accordance with article 5 and 6.1 of the articles of association. During 2021 the company issued 3,000,000 B Preferred Ordinary shares for consideration of £3,000,000. The B Preferred Ordinary shareholders are not entitled to vote. The distribution of profits is in accordance with article 4.2 of the articles of association. The return of capital is in accordance with article 5 and 6.1 of the articles of association. Each Irredeemable B Preferred share is entitled to one vote. The distribution of profits is in accordance with article 4.2 of the articles of association. The return of capital is in accordance with article 5 and 6.1 of the articles of association. Each Irredeemable C Preferred share is entitled to one vote. The distribution of profits is in accordance with article 4.2 of the articles of association. The return of capital is in accordance with article 5 and 6.1 of the articles of association. Each D Preferred share is entitled to one vote. The distribution of profits is in accordance with article 4.2 of the articles of association. The return of capital is in accordance with article 5 and 6.1 of the articles of association. Each E Preferred share is entitled to one vote. The distribution of profits is in accordance with article 4.2 of the articles of association. The return of capital is in accordance with article 5 and 6.1 of the articles of association.

22. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Share option reserve - This reserve records the value received in relation to the issue of share options. Profit and loss account - This reserve records retained earnings and accumulated losses.

23. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	891,926	271,894	1,163,820
Debt due within one year	–	(1,910,681)	(1,910,681)
	---------	------------	------------
	891,926	( 1,638,787)	( 746,861)
	---------	------------	------------

Fuse Universal Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2024

24. Related party transactions

Company

As permitted by FRS 102 Section 33 "related party disclosures", the financial statements do not disclose transactions with the parent company and fellow subsidiaries on the basis that group financial statements are prepared. During the period, consultancy fees of £120,000 (2023: £120,000) were charged by the director to the company. At the balance sheet date, an amount of £347,606 (2023: £1,606) was due to a director of the company. At the year end, the directors were the key management personnel as stated in the director's remuneration note. S P Dineen has provided a limited guarantee on the Fuse Universal Limited Barclays bank accounts for £40,000.