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Registered number: 06967932










N2JB LIMITED

FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024



















img55ce.png

 
N2JB LIMITED
 
 
Company Information


Directors
N Hammerton 
N M Burgess 
M R Quartermaine 
U Ranjan 




Company secretary
J S Ward



Registered number
06967932



Registered office
3rd Floor
12 Gough Square

London

EC4A 3DW




Independent auditors
Sayers Butterworth LLP
Chartered Accountants & Statutory Auditor

3rd Floor

12 Gough Square

London

EC4A 3DW





 
N2JB LIMITED
 

Contents



Page
Group strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 9
Consolidated statement of comprehensive income
 
10
Consolidated balance sheet
 
11
Company balance sheet
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Consolidated statement of cash flows
 
15
Consolidated analysis of net debt
 
16
Notes to the financial statements
 
17 - 31


 
N2JB LIMITED
 
 
Group strategic report
For the Year Ended 31 December 2024

Strategic transformation and business review
 
2024 marked a pivotal year in N2JB Limited's evolution as we executed a bold strategic transformation from a traditional telecommunications provider to an AI-powered contact centre platform company. Trading as Natterbox (www.natterbox.com), we have repositioned ourselves at the forefront of the contact centre revolution, harnessing artificial intelligence to redefine how businesses engage with their customers.
Our strategic pivot addresses a fundamental market shift: the future of customer engagement is omnichannel and AI-enhanced. We have moved beyond voice-only solutions to create a comprehensive platform that seamlessly integrates digital and voice channels, powered by cutting-edge AI capabilities that work in harmony with human agents.
The transformation centred on two groundbreaking AI initiatives:

1.AI Advisor: Our intelligent assistance platform that augments human agents' capabilities while delivering actionable business intelligence to our customers. This solution transforms contact centres from cost centres into strategic assets by providing real-time insights, automated quality assurance, and intelligent coaching.

2.AI Workforce: Our autonomous AI agents designed to work seamlessly alongside human agents, handling customer interactions across both voice and digital channels. This hybrid approach ensures that AI handles routine enquiries efficiently whilst human agents focus on complex, high-value interactions requiring empathy and nuanced judgement, positioning Natterbox as a pioneer in hybrid AI-human customer service.

Throughout this transformation, we have maintained and strengthened our strategic partnership with Salesforce, continuing to enhance our Service Cloud Voice integration. This partnership remains central to our strategy, enabling us to deliver our AI innovations directly within the Salesforce ecosystem where many of our enterprise customers operate. Our AI capabilities complement Salesforce's CRM platform, creating a powerful combination that delivers intelligent, context-aware customer experiences.
This strategic realignment required decisive resource allocation. We strategically redirected investment from traditional sales and marketing activities into research and development, accelerating our AI capabilities development. This calculated decision reflects our commitment to innovation-led growth and our confidence in the transformative power of our technology.

Key performance indicators
 
Despite our significant pivot and increased R&D investment, the group demonstrated resilience with revenue growth exceeding 7% to £20.7 million (2023: £19.3 million), validating market appetite for our evolving proposition.
Our investment in transformation is reflected in our financial metrics:

Gross profit increased 6% to £15.8 million, demonstrating the underlying strength of our business model
Administrative expenses increased by 17%, primarily driven by our expanded R&D team and AI development initiatives
R&D investment of £2.5 million accelerated our AI product development timeline
Successfully maintained cash resources of £3.0 million whilst funding our transformation

The strategic decision to prioritise innovation over short-term profitability positions us to capture the emerging opportunity in AI-powered customer engagement, where human and AI agents collaborate to deliver superior customer experiences.

Page 1

 
N2JB LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2024

Principal risks and strategic mitigation
 
Our transformation strategy acknowledges several key risks whilst positioning us to capitalise on unprecedented opportunities:

Technology Leadership Risk: The rapid evolution of AI technology requires continuous innovation. We have assembled a world-class AI development team and established strategic partnerships with leading AI infrastructure providers to maintain our competitive edge.

Market Adoption Timing: Whilst AI adoption in contact centres is accelerating, successful implementation requires careful change management. Our approach of creating AI that complements rather than replaces human agents reduces adoption friction and allows organisations to transition at a sustainable pace.

Talent Retention: Our pivot to AI has enhanced our ability to attract top-tier engineering talent. We have implemented comprehensive equity participation programmes and created an innovation-first culture that positions Natterbox as an employer of choice in the AI sector.

Financial Sustainability: Our strategic reallocation of resources from sales to R&D represents a calculated investment in long-term market leadership. With strong investor support, including new funding facilities secured in 2024, we maintain the financial flexibility to complete our transformation whilst scaling our AI capabilities.

Future outlook
 
2025 will be a year of careful implementation as we work closely with existing customers to demonstrate the transformative benefits of an AI Workforce complementing their human agents. We have recently started live customer deployments, with initial implementations focusing on proving the value of human-AI collaboration in delivering exceptional customer experiences.
The official launch of our AI Workforce in 2025 represents a significant milestone - delivering the industry's first truly collaborative AI-human customer service platform. Our solution dramatically reduces wait times whilst ensuring complex queries receive the human touch they require, creating a balanced approach that optimises both efficiency and customer satisfaction.
Our continued partnership with Salesforce ensures our AI innovations are accessible to the vast Salesforce ecosystem. We continue to deliver important updates to Service Cloud Voice whilst integrating our AI capabilities, creating unique value for joint customers who can leverage the power of Salesforce CRM data with our intelligent automation.

Our product roadmap includes continuous enhancement of our AI capabilities through machine learning refinement, expansion of language support, and deeper integration with enterprise systems. Crucially, we are focused on ensuring seamless handoffs between AI and human agents, creating a unified experience that customers perceive as consistently excellent regardless of which type of agent assists them.

As we progress through 2025, our focus remains on:

Working with existing customers to successfully transition them to our hybrid AI-human model
Achieving live deployments from mid-2025, with careful attention to customer success
Deepening our Salesforce partnership and Service Cloud Voice integration
Refining the collaboration between AI and human agents based on real-world feedback
Building case studies that demonstrate measurable improvements in customer experience metrics
Continuing to invest in our AI capabilities whilst maintaining service reliability


 
Page 2

 
N2JB LIMITED
 

Group strategic report (continued)
For the Year Ended 31 December 2024

The board is confident that our strategic transformation, combined with our pragmatic approach to implementation and strong technology partnerships, positions N2JB Limited to emerge as a leader in collaborative AI-powered customer engagement, creating sustainable value for our customers, employees, and shareholders.


This report was approved by the board and signed on its behalf.



................................................
N Hammerton
Director

Date: 29 September 2025

Page 3

 
N2JB LIMITED
 
 
 
Directors' report
For the Year Ended 31 December 2024

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

Results and dividends

The loss for the year, after taxation, amounted to £2,246,880 (2023 - loss £376,432).

Directors

The directors who served during the year were:

N Hammerton
N M Burgess
M R Quartermaine
U Ranjan

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Matters covered in the Group strategic report

Disclosures of strategic importance that would usually be contained in the Directors' Report are presented in the Strategic Report.

Page 4

 
N2JB LIMITED
 
 
 
Directors' report (continued)
For the Year Ended 31 December 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsSayers Butterworth LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
N Hammerton
Director

Date: 29 September 2025

Page 5

 
N2JB LIMITED
 
 
 
Independent auditors' report to the members of N2JB Limited
 

Opinion


We have audited the financial statements of N2JB Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Group Profit and loss account, the Group and Company Balance sheets, the Group and Company Statement of changes in equity, the group statement of cash flows and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the 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; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.


Page 6

 
N2JB LIMITED
 
 
 
Independent auditors' report to the members of N2JB Limited (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion 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 Group 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 Group 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 Group 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 set out on page 4, 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.

Page 7

 
N2JB LIMITED
 
 
 
Independent auditors' report to the members of N2JB Limited (continued)



Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group 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:

Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcome of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:
· Those laws and regulations considered to have a direct effect on the financial statements include UK     financial reporting standards, Company Law, Tax and Pension legislation, and distributable profits legislations.
· It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
 
Page 8

 
N2JB LIMITED
 
 
 
Independent auditors' report to the members of N2JB Limited (continued)




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


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 2006Our 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 Auditors' 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 Burch (Senior statutory auditor)
  
for and on behalf of
Sayers Butterworth LLP
 
Chartered Accountants & Statutory Auditor
  
3rd Floor
12 Gough Square
London
EC4A 3DW

29 September 2025
Page 9

 
N2JB LIMITED
 
 
Consolidated statement of comprehensive income (incorporating the profit and loss account)
For the Year Ended 31 December 2024

2024
2023
£
£

  

Turnover
 4 
20,679,941
19,288,761

Cost of sales
  
(4,906,764)
(4,387,835)

Gross profit
  
15,773,177
14,900,926

Administrative expenses
  
(17,507,545)
(14,905,985)

Operating loss
 5 
(1,734,368)
(5,059)

Interest receivable and similar income
 9 
52,099
35,462

Interest payable and similar charges
 10 
(851,225)
(674,022)

Loss before taxation
  
(2,533,494)
(643,619)

Tax on loss
 11 
286,614
267,187

Loss for the financial year
  
(2,246,880)
(376,432)

There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 17 to 31 form part of these financial statements.

Page 10

 
N2JB LIMITED
Registered number: 06967932

Consolidated balance sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
9,872,390
8,955,135

  
9,872,390
8,955,135

Current assets
  

Debtors: amounts falling due after more than one year
 15 
153,765
158,400

Debtors: amounts falling due within one year
 15 
5,370,941
6,219,109

Cash at bank and in hand
  
2,968,724
1,874,544

  
8,493,430
8,252,053

Creditors: amounts falling due within one year
 16 
(15,947,090)
(16,561,153)

Net current liabilities
  
 
 
(7,453,660)
 
 
(8,309,100)

Total assets less current liabilities
  
2,418,730
646,035

Creditors: amounts falling due after more than one year
 17 
(4,019,575)
-

Net (liabilities)/assets
  
(1,600,845)
646,035


Capital and reserves
  

Called up share capital 
 21 
62,166
62,166

Share premium account
  
18,812,333
18,812,333

Profit and loss account
  
(20,475,344)
(18,228,464)

Equity attributable to owners of the parent Company
  
(1,600,845)
646,035

  
(1,600,845)
646,035


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
N Hammerton
Director

Date: 29 September 2025

The notes on pages 17 to 31 form part of these financial statements.

Page 11

 
N2JB LIMITED
Registered number: 06967932

Company balance sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
2,842
2,842

  
2,842
2,842

Current assets
  

Debtors: amounts falling due within one year
 15 
27,553,861
23,996,209

Cash at bank and in hand
  
7,866
267,363

  
27,561,727
24,263,572

Creditors: amounts falling due within one year
 16 
(9,691,004)
(9,576,177)

Net current assets
  
 
 
17,870,723
 
 
14,687,395

Total assets less current liabilities
  
17,873,565
14,690,237

  

Creditors: amounts falling due after more than one year
 17 
(4,019,575)
-

  

Net assets
  
13,853,990
14,690,237


Capital and reserves
  

Called up share capital 
 21 
62,166
62,166

Share premium account
  
18,812,333
18,812,333

Profit and loss account
  
(5,020,509)
(4,184,262)

  
13,853,990
14,690,237


The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in the financial statements. The loss after tax of the company for the year was £836,247 (2023: £667,940)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
N Hammerton
Director

Date: 29 September 2025

The notes on pages 17 to 31 form part of these financial statements.

Page 12

 
N2JB LIMITED
 

Consolidated statement of changes in equity
For the Year Ended 31 December 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2024
62,166
18,812,333
(18,228,464)
646,035


Comprehensive income for the year

Loss for the year
-
-
(2,246,880)
(2,246,880)
Total comprehensive income for the year
-
-
(2,246,880)
(2,246,880)


Total transactions with owners
-
-
-
-


At 31 December 2024
62,166
18,812,333
(20,475,344)
(1,600,845)



Consolidated statement of changes in equity
For the Year Ended 31 December 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
62,166
18,812,333
(17,852,032)
1,022,467


Comprehensive income for the year

Loss for the year
-
-
(376,432)
(376,432)
Total comprehensive income for the year
-
-
(376,432)
(376,432)


Total transactions with owners
-
-
-
-


At 31 December 2023
62,166
18,812,333
(18,228,464)
646,035


The notes on pages 17 to 31 form part of these financial statements.

Page 13

 
N2JB LIMITED
 

Company statement of changes in equity
For the Year Ended 31 December 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2024
62,166
18,812,333
(4,184,262)
14,690,237


Comprehensive income for the year

Loss for the year
-
-
(836,247)
(836,247)
Total comprehensive income for the year
-
-
(836,247)
(836,247)


Total transactions with owners
-
-
-
-


At 31 December 2024
62,166
18,812,333
(5,020,509)
13,853,990



Company statement of changes in equity
For the Year Ended 31 December 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
62,166
18,812,333
(3,516,322)
15,358,177


Comprehensive income for the year

Loss for the year
-
-
(667,940)
(667,940)
Total comprehensive income for the year
-
-
(667,940)
(667,940)


Total transactions with owners
-
-
-
-


At 31 December 2023
62,166
18,812,333
(4,184,262)
14,690,237


The notes on pages 17 to 31 form part of these financial statements.

Page 14

 
N2JB LIMITED
 

Consolidated statement of cash flows
For the Year Ended 31 December 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(2,246,880)
(376,432)

Adjustments for:

Amortisation of intangible assets
598,043
693,755

Impairment of intangible assets
945,192
924,226

Interest paid
851,225
674,022

Interest received
(52,099)
(35,462)

Taxation charge
(289,775)
(267,187)

Decrease in debtors
541,734
38,667

(Decrease)/increase in creditors
(610,172)
550,892

Corporation tax received/(paid)
600,845
(79,671)

Net cash generated from operating activities

338,113
2,122,810


Cash flows from investing activities

Purchase of intangible fixed assets
(2,460,491)
(2,352,723)

Interest received
52,099
35,462

Net cash from investing activities

(2,408,392)
(2,317,261)

Cash flows from financing activities

New bank loans
2,354,753
4,781,678

Repayment of loans
-
(4,700,000)

New other loans
1,660,931
-

Interest paid
(851,225)
(674,022)

Net cash used in financing activities
3,164,459
(592,344)

Net increase/(decrease) in cash and cash equivalents
1,094,180
(786,795)

Cash and cash equivalents at beginning of year
1,874,544
2,661,339

Cash and cash equivalents at the end of year
2,968,724
1,874,544


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,968,724
1,874,544

2,968,724
1,874,544


The notes on pages 17 to 31 form part of these financial statements.

Page 15

 
N2JB LIMITED
 

Consolidated Analysis of Net Debt
For the Year Ended 31 December 2024





At 1 January 2024
Cash flows
Other non-cash changes
At 31 December 2024
£

£

£

£

Cash at bank and in hand

1,874,544

1,094,180

-

2,968,724

Debt due after 1 year

-

(1,500,000)

(2,519,575)

(4,019,575)

Debt due within 1 year

(6,990,821)

(2,350,000)

2,353,891

(6,986,930)


(5,116,277)
(2,755,820)
(165,684)
(8,037,781)

The notes on pages 17 to 31 form part of these financial statements.

Page 16

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

1.


General information

N2JB Limited is a private limited company, incorporated in the United Kingdom and registered in England and Wales. The Company's registered office is 3rd Floor, 12 Gough Square, London, EC4A 3DW.
The principal activity of the company is that of a holding company for a group where the principal activities of the subsidiaries are that of the development and provision of hosted telecommunications services software.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The Company has also taken advantage of the reduced disclosure exemptions within FRS102 in preparing the separate financial statements of the parent company, including the following disclosure exemptions:
-  No statement of Cash Flows has been prepared for the parent company; and
- Disclosures in respect of the parent comapny's financial instruments have not been presented as equivalent disclosures have been provided in respect of the group as a whole. 

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.3

Going concern

During the year the Group made a loss of £2,246,880 (2023: £376,432) and at the balance sheet date had net current liabilities of £7,453,660 (2023: £8,309,100)  and net liabilities of £1,600,845 (2023: net assets of £646,035). The group has loans and facilities in place with its bankers and shareholders as set out in note 18.
The directors have considered the financial position of the Company and the Group, the Group’s cash flow forecasts and reasonable sensitivities. The Company and the Group continue to be supported by the equity and loan stakeholders. After making reasonable enquiries and taking account of the factors noted above, the directors have a reasonable expectation that the Group and Company have adequate facilities to continue in operational existence for the foreseeable future and to meet its liabilities as they fall due. The directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis.

 
2.4

Turnover

Turnover comprises revenue recognised by the company in respect of services supplied during the year, exclusive of Value Added Tax and trade discounts.

 
2.5

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development costs
-
5 years
Computer software
-
3 years

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures & fittings
-
33% straight line
Office equipment
-
33% straight line
Computer equipment
-
25% - 33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.7

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.


Page 19

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.11

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and loss account.

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.

 
2.12

Creditors

Short term creditors including trade and other creditors are recognised at the transaction price.

 
2.13

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.14

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

  
2.15

Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Page 20

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.16

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.17

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.18

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.19

Borrowing costs

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

 
2.20

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.


 
2.21

Research and development

Development costs are capitalised within intangible assets where they can be identified with a specific product or project anticipated to produce future benefits, and are amortised on the straight line basis over the anticipated life of the benefits arising from the completed product of project.
Deferred research and development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance of any related research and development is written off to the Profit and loss account.

Page 21

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

3.


Significant accounting estimates and judgments

In preparing these financial statements, the directors have had to make the following key estimates and judgments:
(i) Amortisation and impairment of intangible fixed assets
Determining the useful economic life of development costs included as intangible assets and whether and to what extent there are indicators of impairment at the balance sheet date.
(ii) Revenue recognition 
Application of accounting principles and standards related to the assessment and recognition of revenue requires that judgments and estimates are made to determine the period over which certain licence and contract income is recognised.
(iii) Provision for bad and doubtful debts
Determining the recoverable value of trade debtors. When assessing impairment of trade debtors, management considers factors including the age profile of the debtor and historical experience.
(iv) Other liabilities and provisions
Determining the level of provision for claims and other amounts which may be payable to third parties. These are based on directors’ reasonable expectations from information available. 


4.


Turnover

The whole of the turnover and loss before tax is attributable to the one principal activity of the group, being that of the development and provision of hosted telecommunications services software.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
8,324,594
7,260,905

Rest of Europe
4,008,341
6,198,262

Rest of the World
8,347,006
5,829,594

20,679,941
19,288,761



5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
156,580
130,413

Other operating lease rentals
266,987
209,371

Page 22

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

6.


Auditors' remuneration

2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
20,000
20,000


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
9,976,650
7,921,292
30,089
30,000

Social security costs
978,166
845,339
-
-

Cost of defined contribution scheme
247,901
212,686
-
-

11,202,717
8,979,317
30,089
30,000

The average number of employees during the year was 143 (2023: 136).


8.


Directors' remuneration

Total remuneration paid to the directors was £499,823 (2023: £479,422). The highest paid director received remuneration of £275,654 (2023: £272,655).
During the year, 2 directors received share options (2023: No directors recieved share options). At the year end 3 (2023: 3) Directors held share options.


9.


Interest receivable

2024
2023
£
£


Other interest receivable
52,099
35,462

52,099
35,462

Page 23

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Bank and loan interest payable
851,225
673,989

Other interest payable
-
33

851,225
674,022


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax credit on profits for the period
(286,614)
(267,187)


Total current tax
(286,614)
(267,187)

Factors affecting tax credit for the year/period

The tax credit for the year differs from the standard rate of corporation tax in the UK of25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,533,494)
(643,619)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(633,374)
(160,905)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
475,690
256,021

Depreciation for year in excess of capital allowances
123,238
137,852

Utilisation of tax losses
(319,668)
(436,236)

Additional deduction for qualifying research and development expenditure
(332,586)
(383,157)

Research and development credit receivable
(289,775)
(412,234)

Unrelieved tax losses carried forward
689,861
731,472

Total tax credit for the year
(286,614)
(267,187)

Page 24

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

12.


Intangible assets

Group





Development costs
Computer software
Total

£
£
£



Cost


At 1 January 2024
14,873,251
427,039
15,300,290


Additions
2,460,491
-
2,460,491



At 31 December 2024

17,333,742
427,039
17,760,781



Amortisation


At 1 January 2024
6,031,294
313,861
6,345,155


Charge for the year on owned assets
492,950
105,094
598,044


Impairment charge
945,192
-
945,192



At 31 December 2024

7,469,436
418,955
7,888,391



Net book value



At 31 December 2024
9,864,306
8,084
9,872,390



At 31 December 2023
8,841,957
113,178
8,955,135



Page 25

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

13.


Tangible fixed assets

Group






Fixtures & fittings
Office equipment
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2024
84,808
2,808
479,289
566,905



At 31 December 2024

84,808
2,808
479,289
566,905



Depreciation


At 1 January 2024
84,808
2,808
479,289
566,905



At 31 December 2024

84,808
2,808
479,289
566,905



Net book value



At 31 December 2024
-
-
-
-



At 31 December 2023
-
-
-
-

Page 26

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
2,842



At 31 December 2024
2,842





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Natterbox Limited
Telecommunication services
Ordinary
100%
Red Matter Limited
Telecommunication services software
Ordinary
100%
Natterbox (Mobile) Limited
Telecommunication services
Ordinary
100%
Natterbox Pty
Telecommunication services
Ordinary
100%
Natterbox Hong Kong
Dormant
Ordinary
100%
Natterbox Experience Limited
Dormant
Ordinary
100%


Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Principal activity

Class of shares

Holding

Natterbox Inc
Telecommunication services
Ordinary
100%

Page 27

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

15.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
153,765
158,400
-
-

153,765
158,400
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
1,807,037
2,905,974
-
-

Amounts owed by group undertakings
-
-
25,627,551
22,122,392

Other debtors
2,731,962
2,900,725
1,910,229
1,867,263

Prepayments and accrued income
831,942
412,410
16,081
6,554

5,370,941
6,219,109
27,553,861
23,996,209



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
6,986,930
4,632,177
6,986,930
4,632,177

Other loans
-
2,358,644
-
2,358,644

Trade creditors
880,562
1,514,631
41,068
50,208

Amounts owed to group undertakings
-
-
2,158,726
2,215,324

Other taxation and social security
456,725
305,623
193,462
83,297

Other creditors
298,362
625,180
10,843
10,318

Accruals and deferred income
7,324,511
7,124,898
299,975
226,209

15,947,090
16,561,153
9,691,004
9,576,177




Page 28

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Other loans
4,019,575
-
4,019,575
-

4,019,575
-
4,019,575
-


The bank and other loans are secured by a fixed and floating charge over the company and its assets and the assets of fellow UK group companies.




18.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
6,986,930
4,632,177
6,986,930
4,632,177

Other loans
-
2,358,644
-
2,358,644


6,986,930
6,990,821
6,986,930
6,990,821

Amounts falling due 2-5 years

Other loans
4,019,575
-
4,019,575
-


11,006,505
6,990,821
11,006,505
6,990,821


Bank loans at 31 December 2024 have been drawn down under a Revolving Credit Facility Agreement for a total amount of £7m which expires on 30 September 2027. The loans outstanding at the balance sheet date have a 3 month term, renewable subject to the company meeting conditions set out in the Facility Agreement.

Page 29

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

19.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at amortised cost
7,661,487
7,839,642
1,918,095
2,134,625


Financial liabilities

Financial liabilities measured at amortised cost
19,453,690
16,199,280
7,282,565
7,221,305


Financial assets measured at amortised cost comprise cash, trade debtors and other debtors.


Other financial liabilities measured at amortised cost comprise trade creditors, other creditors and accruals.


20.


Share based payments

The group has established an equity share option scheme for its employees. Options on the Ordinary Shares are exercisable only to the extent that they have vested over the vesting period as specified in the agreement. On the occurrence of an exit event, shares vest up to 1 January following the event. Any options not vested at the time of an exit event will lapse.


Number 2024
Number 2023



Outstanding at the beginning of the year
876,543
876,543

Granted during the year
1,497,915
-

Forfeited during the year
-
-

Exercised during the year
-
-

2,374,458
876,543

The weighted average exercise price of all options was £4.08 (2023: £4.11).

Page 30

 
N2JB LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2024

21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,944,444 (2023 - 10,944,444) Ordinary shares of £0.005595 each
61,239
61,239
1,313,945 (2023 - 1,313,945) A Ordinary shares of £0.000100 each
131
131
2,570,000 (2023 - 2,570,000) A Preference shares of £0.000100 each
257
257
2,090,588 (2023 - 2,090,588) B Preference shares of £0.000100 each
209
209
3,300,000 (2023 - 3,300,000) B1 Preference shares of £0.000100 each
330
330
193 (2023 - 193) G shares of £0.000100 each
-
-

62,166

62,166

Only the Ordinary, A Ordinary shares and B Preference shares carry entitlement to attend and vote at general meetings, except in the case of a winding up.
No shares carry a fixed right to income. All equity shares have rights to any available profits which the company may determine for distribution.



22.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
27,305
87,655

27,305
87,655


23.


Related party transactions

At the balance sheet date the company was owed a total of £1,459,965 (2023: £1,427,839) from directors and shareholders. Loans are repayable on demand and interest has been charged at a rate of 2.25%. 
The company has adopted the exemption permitted by paragraph 33.1A of FRS 102 and has not
disclosed transactions with other group members, which are wholly owned subsidiaries.


24.


Controlling party

In the opinion of the directors no one party has control of the entity.

 
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