Company No: 09410663 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

Directors	D Barbour (Appointed 23 September 2024)
	R D Kugler (Resigned 23 September 2024)
	L Lowry
	M McCourt
	A F Needham
	N R Zwick

Secretary

L J Needham

Registered office	2nd Floor
	168 Shoreditch High Street
	London
	E1 6RA
	United Kingdom

Company number

09410663 (England and Wales)

Accountant	Kreston Reeves LLP
	Springfield House
	Springfield Road
	Horsham
	West Sussex
	RH12 2RG

	Note	31.12.2024		31.12.2023
		£		£
Fixed assets
Intangible assets	4	1,505,639		1,708,916
Tangible assets	5	31,259		30,129
Investments	6	141		141
		1,537,039		1,739,186
Current assets
Debtors	7	1,510,075		1,151,634
Cash at bank and in hand		42,835		106,365
		1,552,910		1,257,999
Creditors: amounts falling due within one year	8	( 2,603,554)		( 1,736,726)
Net current liabilities		(1,050,644)		(478,727)
Total assets less current liabilities		486,395		1,260,459
Net assets		486,395		1,260,459
Capital and reserves
Called-up share capital	9	11		11
Share premium account		15,300,694		14,536,103
Other reserves		1,550,166		1,294,685
Profit and loss account		( 16,364,476 )		( 14,570,340 )
Total shareholders' funds		486,395		1,260,459

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of HeadBox Solutions Limited (registered number: 09410663) were approved and authorised for issue by the Board of Directors on 25 September 2025. They were signed on its behalf by:

L Lowry Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

HeadBox Solutions Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 2nd Floor, 168 Shoreditch High Street, London, E1 6RA, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £1.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company's activities. Turnover is shown net of
value added tax.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Commission from hosts is recognised on the date on which the booking is confirmed.

Income from advertising is recognised over the period to which it relates.

Other services, including photography, are invoiced when confirmed and recognised when they are provided.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Computer software	3 - 5 years straight line
Website costs	not amortised

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment	3 years straight line
Computer equipment	3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Income and Retained Earnings over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

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 creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) 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 Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	31.12.2024		31.12.2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	57		58

3. Share-based payments

Equity-settled share-based payment schemes

The Company has granted 3 types of equity arrangements for employees or individuals providing similar services, these are unapproved options, EMI options and Hurdle Shares. There are non-market conditions attached to both including employment and services conditions. There are no market conditions attached. All options are equity settled.

Details of the share options outstanding during the financial year are as follows:

	31.12.2024			31.12.2023
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	1,259,382	0.14		1,257,977	0.15
Granted during the period	134,543	0		311,853	0
Forfeited during the period	( 15,115)	0		( 260,506)	0
Exercised during the period	( 156,901)	0		( 49,942)	0
Outstanding at the end of the period	1,221,909	0.14		1,259,382	0.14
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated using an observable market price for the equity instruments

The Company recognised total expenses of £ 0 and £ 0 related to equity-settled share-based payment transactions in 2024 and 2023 respectively.

4. Intangible assets

	Computer software		Website costs		Total
	£		£		£
Cost
At 01 January 2024	5,142,946		5,005		5,147,951
Additions	623,384		0		623,384
At 31 December 2024	5,766,330		5,005		5,771,335
Accumulated amortisation
At 01 January 2024	3,437,628		1,407		3,439,035
Charge for the financial year	826,661		0		826,661
At 31 December 2024	4,264,289		1,407		4,265,696
Net book value
At 31 December 2024	1,502,041		3,598		1,505,639
At 31 December 2023	1,705,318		3,598		1,708,916

5. Tangible assets

	Office equipment		Computer equipment		Total
	£		£		£
Cost
At 01 January 2024	17,859		121,080		138,939
Additions	4,604		19,326		23,930
Disposals	0		( 6,375)		( 6,375)
At 31 December 2024	22,463		134,031		156,494
Accumulated depreciation
At 01 January 2024	17,504		91,306		108,810
Charge for the financial year	716		20,621		21,337
Disposals	0		( 4,912)		( 4,912)
At 31 December 2024	18,220		107,015		125,235
Net book value
At 31 December 2024	4,243		27,016		31,259
At 31 December 2023	355		29,774		30,129

6. Fixed asset investments

	31.12.2024		31.12.2023
	£		£
Subsidiary undertakings	141		141

7. Debtors

	31.12.2024		31.12.2023
	£		£
Trade debtors	982,014		757,777
Amounts owed by directors	38,440		38,440
Prepayments and accrued income	489,621		353,288
Other debtors	0		2,129
	1,510,075		1,151,634

8. Creditors: amounts falling due within one year

	31.12.2024		31.12.2023
	£		£
Trade creditors	369,333		324,478
Accruals and deferred income	1,112,588		1,120,222
Other taxation and social security	646,970		210,688
Other creditors	474,663		81,338
	2,603,554		1,736,726

9. Called-up share capital

	31.12.2024		31.12.2023
	£		£
Allotted, called-up and fully-paid
10,427,205 Ordinary shares of £ 0.000001 each (31.12.2023: 9,880,589 shares of £ 0.000001 each)	10.43		9.88
129,027 B Hurdle ordinary shares of £ 0.000001 each	0.13		0.13
121,466 C Hurdle ordinary shares of £ 0.000001 each	0.12		0.12
118,196 D Hurdle ordinary shares of £ 0.000001 each	0.12		0.12
663,717 A Ordinary shares of £ 0.000001 each	0.66		0.66
	11.46		10.91

The following shares were allotted during the period:

Ordinary shares - 546,613 Ordinary shares were allotted with an aggregate nominal value of £0.55 for a consideration of £818,015.

10. Financial commitments

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

The pension cost charge represents contributions payable by the Company to the fund and amounted to £50,825 (2023 - £53,926). Contributions totalling £8,969 (2023 - £10,312) were payable to the fund at the balance sheet date and are included in creditors.