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

The members have not required the company to obtain an audit of its financial statements for the year in question 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.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Hublsoft Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Patch, The Bonding Warehouse, Terry Avenue, York, England, YO1 6FA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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, 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.

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.

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.

Equity instruments issued by the company 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 company.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Convertible loan notes have been classified as an other financial liability due to a variable discount on conversion to equity, resulting in a variable number of equity instruments. See further detail in note 8

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is capitalised in the share option reserve on a straight-line basis over the vesting period. A corresponding adjustment is made to investments in subsidiaries. The company participates in a share based payment arrangement granted to employees of the company’s subsidiary. The company has elected to recognise the share based payment expense within the subsidiary.

In the application of the company’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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The valuation of the convertible loan note includes key assumptions around the likely method and timing of settlement, including an assessment of whether (and when) the company makes a new equity fundraising or exit. Details of the loan notes and this assessment are provided in note 7.

The average monthly number of persons (including directors) employed by the company during the year was:

The convertible loan note is carried at fair value through profit and loss. Interest is charged at a fixed 10%, payable at the redemption of the loan which is in 2028. Conversion occurs automatically when the company makes an equity fundraising or an exit, with the conversion including accrued but unpaid interest. The conversion takes place at a fixed discount to future equity fundraising.

Fair value is determined by management's assessment of the expected probabilities and timings of conversion or redemption, and an estimate of the company's cumulative credit risk in each scenario.

The weighted average share price at the date of exercise for share options exercised during the year was £0.05 (2023 - £27).

499 D Ordinary shares were purchased back by the company at nominal value within the year and subsequently cancelled. The nominal value of the transaction was less than £1 and therefore no capital redemption reserve has been recognised.

The company has taken advantage of the disclosure exemptions of Section 33.1A of FRS 102 which permit it to not present details of its transactions with members of the group headed by Hublsoft Group Limited where relevant group companies are all wholly owned.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The registered office address of the UK subsidiaries are the same as that of this company. iPortalis Inc is a company registered in the state of Illinois in the USA, with registered office address of 2008 Saint Johns Ave, Highland Park, IL, 60035-2417.

Share-based payments

In 2023 the company granted share based payments for the benefit of the company's employees. No associated charge was recognised in the prior year in error, which is rectified by this adjustment.

Convertible loan note

The convertible loan note in the prior year was held at amortised cost, when this does not meet the criteria to be accounted for as a basic financial instrument. The directors have therefore revalued the loan note as a FVTPL liability, taking into consideration the market conditions prevalent at 31 December 2023.