Yapily Ltd - Limited company accounts 25.1

Page

Strategic Report

Report of the Directors

Report of the Independent Auditors

Income Statement

Other Comprehensive Income

Balance Sheet

Statement of Changes in Equity

Cash Flow Statement

Notes to the Cash Flow Statement

Notes to the Financial Statements

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

BUSINESS AND PERFORMANCE OVERVIEW

In 2024, Yapily reached a significant inflexion point by combining strong growth with financial discipline to establish a path to a sustainable business model and profitability. Annual Recurring Revenue (ARR) rose 51% to £8.1 million as of December 2024, demonstrating the depth and durability of our enterprise relationships. Turnover increased by 30% to £6.6 million (2023: £5.1 million), reflecting robust adoption of our open banking platform across both payments and data solutions. On an underlying basis, excluding significant one-off income recognised in 2023, turnover increased by 40%.

These positive financial outcomes, combined with a sharp focus on cost efficiencies, enabled Yapily to achieve EBITDA positivity in Q1 2025 and maintain profitability since, becoming one of the few players in the space to reach this critical milestone.

Yapily's model is built on efficiency and scalability. Gross profit increased to £6.3 million, with the gross margin further improving to 95% (2023: 91%), significantly ahead of peers in the sector and highlighting the strength of our core business. This achievement was delivered on a leaner capital base than others in the sector, which underlines the effectiveness and scalability of the business.

Operating costs were reduced to £13.0 million (2023: £16.0 million), a 19% decrease driven by targeted operational streamlining, leveraging advancements in AI to generate efficiencies, focused hiring, and improved vendor efficiency. This resulted in a materially improved operating loss of £6.8 million (2023: £11.4 million), representing a 40% improvement over the previous year, which reinforces the progress made towards long-term profitability.

The actions taken in 2024 laid a strong foundation for continued momentum in 2025. With recurring revenues growing at a significantly faster rate in the new year, consistently maintaining top-tier margins, a disciplined cost structure, and ongoing improvements in unit economics, Yapily is advancing into its next phase of growth from a position of strength. This has allowed us to keep winning key enterprise clients in 2024 and 2025, which will be instrumental in driving Open Banking adoption in the years ahead.

The company's financial performance, along with its focus on enterprise customers who require reliable and financially robust partners, and its product capabilities, has positioned Yapily not only to grow but also to lead the sector as the benchmark for sustainable and profitable open banking. With a clear path ahead and complete control over its destiny, the company can now align its growth with the evolution of Open Banking and Open Finance. This will allow Yapily to support both mandatory and premium APIs, assuring our enterprise clients of our sustained long-term commitment.

KEY ACHIEVEMENTS IN 2024

- Annual recurring revenue (ARR) grew 51% year-over-year to £8.1 million as of December 2024, outpacing reported revenue growth of 30% and highlighting the expansion of durable enterprise revenues.

- Gross profit margin improved further to 95%, demonstrating the strength of our technology platform.

- Payment volumes increased by 80%, resulting in a 2.7-fold rise in total payment value.

- Secured six new major strategic enterprise customers, enhancing both scale and credibility in the market. - Achieved major product innovation milestones, including the launch of Data+, rollout of Single Tenancy capability, and expansion of Hosted Pages and connectivity into new geographies.

PRINCIPAL RISKS AND UNCERTAINTIES

The company operates in a dynamic and competitive market, with risks including:

- Regulatory change in the open banking sector.

- Cybersecurity and data protection threats.

- Competition from established and emerging market entrants.

- The ability to secure and maintain bank connectivity and customer adoption.

These risks are actively managed through continuous product innovation, investment in security as well as compliance capabilities, and strong relationships with partners and clients. The company also recognises that growth requires ongoing investment, which places pressure on cash resources. This is carefully mitigated through detailed financial planning and proactive cash management.

FUTURE DEVELOPMENTS

Looking ahead to 2025, Yapily will focus on deepening its market leadership in open banking infrastructure and scaling profitably. Key priorities include:

- Enterprise Customers Growth: Supporting our key enterprise customers' Open Banking ambitions is our key priority.

- Enterprise Customer Acquisition: Continuing to win strategic new logos, in both payments and data use cases.

- Geographic Expansion: Strengthening bank connectivity and coverage across Europe and exploring additional market opportunities where demand for open banking is accelerating.

- Product Innovation: Continuing to enhance our platform with new enterprise-grade capabilities, improved onboarding, and premium API offerings that deliver faster, more secure payments and richer data insights.

- Operational Excellence: Further improving scalability, reliability, and cost efficiency through automation, tooling, and a focus on resilience and security.

- Profitability and Discipline: Maintaining profitability while funding innovation, with a focus on sustainable growth and cash management.

HUMAN RESOURCES

In 2024, Yapily streamlined its organisation to create a leaner, more focused business, reducing average headcount from 117 to 84 employees. This restructuring has significantly improved efficiency, with revenue per employee increasing by over 80% year-on-year, a clear indicator of stronger productivity and operational leverage.

Despite becoming a smaller organisation, we remain committed to attracting, developing, and retaining top talent. Our culture continues to emphasise diversity, inclusion, and high performance, ensuring our team is well-aligned with Yapily's mission and long-term growth objectives.

ENVIRONMENTAL, EMPLOYEE, AND SOCIAL MATTERS

Yapily recognises the importance of operating responsibly. We are committed to sustainability, diversity & inclusion, employee development, and strong ethical standards. Our policies and initiatives in these areas continue to support long-term value creation.

FINANCIAL INSTRUMENTS

The company has normal exposure to price, credit, liquidity, foreign exchange, and cash-flow risks. Revenues are earned in GBP and EUR, with balances held across these currencies to manage risk. The company does not currently undertake hedging transactions.

RESEARCH AND DEVELOPMENT

Yapily continues to invest in developing new features and enhancements for its platform. This ensures that we remain at the forefront of the open banking revolution, delivering innovation to our customers and maintaining a competitive advantage.

ON BEHALF OF THE BOARD:

S Vaccino - Director

30 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of opening banking software and programming development.

DIVIDENDS

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

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S Vaccino

S J Nundy

O R Brett

A M Weiskam

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Gravita Essex Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S Vaccino - Director

30 September 2025

Opinion

We have audited the financial statements of Yapily Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the software development sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and employment legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance; and

- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jennifer Cessini (FCCA) (Senior Statutory Auditor)

for and on behalf of Gravita Essex Limited

Chartered Certified Accountants and

Statutory Auditors

Treviot House

186-192 High Road

Ilford

Essex

IG1 1LR

30 September 2025

TURNOVER

6,592,314

5,054,012

Cost of sales

332,522

476,785

GROSS PROFIT

6,259,792

4,577,227

Administrative expenses

13,022,860

16,011,142

(6,763,068

)

(11,433,915

)

Other operating income

10,621

2,700

OPERATING LOSS

(6,752,447

)

(11,431,215

)

Exceptional items

9,266,147

(16,018,594

)

(11,431,215

)

Interest receivable and similar income

148,187

176,786

(15,870,407

)

(11,254,429

)

Interest payable and similar expenses

334,645

LOSS BEFORE TAXATION

(16,205,052

)

(11,254,429

)

Tax on loss

(1,503,438

)

(1,606,702

)

LOSS FOR THE FINANCIAL YEAR

(14,701,614

)

(9,647,727

)

LOSS FOR THE YEAR

(14,701,614

)

(9,647,727

)

OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(14,701,614

)

(9,647,727

)

FIXED ASSETS

Intangible assets

3,960

12,286

Tangible assets

27,999

98,819

Investments

256,299

156,299

288,258

267,404

CURRENT ASSETS

Debtors

2,373,756

1,441,281

Investments

3,357,126

Cash at bank

3,627,321

7,502,513

9,358,203

8,943,794

CREDITORS

Amounts falling due within one year

2,566,082

871,974

NET CURRENT ASSETS

6,792,121

8,071,820

TOTAL ASSETS LESS CURRENT LIABILITIES

7,080,379

8,339,224

CREDITORS

Amounts falling due after more than one year

(including convertible debt)

12,454,045

NET (LIABILITIES)/ASSETS

(5,373,666

)

8,339,224

CAPITAL AND RESERVES

Called up share capital

Share premium

51,341,572

51,340,320

Share options reserves

32,488

Other reserves

987,472

Retained earnings

(57,735,202

)

(43,033,588

)

(5,373,666

)

8,339,224

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

S Vaccino - Director

Called up

Retained

capital

earnings

premium

Balance at 1 January 2023

(33,385,861

)

51,301,417

Changes in equity

Issue of share capital

38,903

Total comprehensive income

(9,647,727

)

Balance at 31 December 2023

(43,033,588

)

51,340,320

Changes in equity

Issue of share capital

1,252

Total comprehensive income

(14,701,614

)

Balance at 31 December 2024

(57,735,202

)

51,341,572

options

Other

Total

reserves

equity

Balance at 1 January 2023

32,488

17,948,048

Changes in equity

Issue of share capital

38,903

Total comprehensive income

(9,647,727

)

Balance at 31 December 2023

32,488

8,339,224

Changes in equity

Issue of share capital

1,252

Total comprehensive income

987,472

(13,714,142

)

Balance at 31 December 2024

32,488

987,472

(5,373,666

)

Cash flows from operating activities

Cash generated from operations

(7,509,004

)

(12,300,866

)

R&D tax credit

939,199

1,606,702

Net cash from operating activities

(6,569,805

)

(10,694,164

)

Cash flows from investing activities

Purchase of tangible fixed assets

(874

)

Purchase of fixed asset investments

(100,000

)

Sale of tangible fixed assets

16,297

Purchase of current asset investment

(3,254,701

)

Interest received

56,383

176,786

Exchange gains

(10,621

)

Net cash from investing activities

(3,308,939

)

192,209

Cash flows from financing activities

Loans to group undertaking

2,300

4,184

Share premium

1,252

38,903

Convertible loan note

6,000,000

Net cash from financing activities

6,003,552

43,087

Decrease in cash and cash equivalents

(3,875,192

)

(10,458,868

)

Cash and cash equivalents at beginning of year

7,502,513

17,961,381

Cash and cash equivalents at end of year

3,627,321

7,502,513

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

Loss before taxation

(16,205,052

)

(11,254,429

)

Depreciation charges

79,145

137,798

Loss on disposal of fixed assets

33,154

Finance costs

334,645

Finance income

(148,187

)

(176,786

)

(15,939,449

)

(11,260,263

)

Increase in trade and other debtors

(360,685

)

(222,591

)

Increase/(decrease) in trade and other creditors

8,791,130

(818,012

)

Cash generated from operations

(7,509,004

)

(12,300,866

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

Cash and cash equivalents

3,627,321

7,502,513

Year ended 31 December 2023

31.12.23

1.1.23

Cash and cash equivalents

7,502,513

17,961,381

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

Net cash

Cash at bank

7,502,513

(3,875,192

)

3,627,321

7,502,513

(3,875,192

)

3,627,321

Liquid resources

Current asset investments

3,357,126

Total

7,502,513

(518,066

)

6,984,447

1.	STATUTORY INFORMATION

Yapily Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

10842280

Registered office:

86-90 Paul Street

London

EC2A 4NE

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Preparation of consolidated financial statements

The financial statement contain information about Yapily Ltd as an individual company and does not contain consolidated financial statements as the parent of a group. This is due to the subsidiaries being immaterial to the group.

Turnover

Turnover represents the total invoice value, excluding value added tax, for services rendered to customers during the year.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website development are being amortised evenly over their estimated useful life of five years.

Patents and Licenses are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Fixtures and fittings

20% on cost

Computer equipment

20% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Current asset investments

Current asset investments are stated at fair value. Gains are recognised in the profit or loss account.

Taxation

Taxation for the year comprises current tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share-based payments

The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.

Debtors & creditors

Short term debtors are measured at transaction price, less any impairment.

Short term creditors are measured at transaction price.

Convertible loan notes

Convertible loan notes are initially recognised at the fair value, net of transaction costs incurred. The fair value of the liability portion of a convertible loan note is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the notes. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders' equity, net of income tax effects, or as a derivative financial liability where the conversion fails the fixed for fixed test.

The convertible loan notes are subsequently measured at fair value in their entirety, with the host debt contract and derivative financial liability not being separated. Where the terms of a convertible loan note are exercised and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Going concern

The balance sheet at the end of the year recorded net liabilities. However, the directors believe that sufficient financial resources are available to the company to enable it to continue trading into the foreseeable future. Therefore, the financial statements have been prepared on a going concern basis.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

United Kingdom

5,010,159

3,841,050

Europe

1,186,617

1,010,802

Rest of world

395,538

202,160

6,592,314

5,054,012

4.	EMPLOYEES AND DIRECTORS

2024

2023

Wages and salaries

7,238,066

9,976,724

Social security costs

842,219

1,140,784

Other pension costs

164,849

228,923

8,245,134

11,346,431

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

2024

2023

Commercial

Customer Success

Customer Support

Engineering

Marketing

Operations

Product

117

Payments made to key management personnel for the company amounted to £565,708 (2023: £887,964)

2024

2023

Directors' remuneration

228,000

210,188

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

Information regarding the highest paid director is as follows:

2024

2023

Emoluments etc

228,000

210,188

5.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024

2023

Other operating leases

310,124

384,794

Depreciation - owned assets

70,820

128,458

Loss on disposal of fixed assets

33,154

Website development amortisation

6,346

7,360

Patents and Licenses amortisation

1,980

Auditors' remuneration

35,000

30,000

Foreign exchange differences

3,585

(1,287

)

6.	EXCEPTIONAL ITEMS

After the reporting date, Yapily Ltd entered into a financial obligation totalling €14.6 million. This obligation relates to a matter previously disclosed as a contingent liability in the prior year's financial statements.

It has been recognised within other creditors and is to be repaid in annual instalments through to 2029. Discounting adjustments have been recognised in the statement of profit and loss.The obligation is well within the group's funding capacity and is not expected to impact day to day operations.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

Convertible loan note interest

334,645

TAXATION

Analysis of the tax credit

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

2024

2023

Current tax:

Adjustments in respect of

previous periods

(939,199

)

(1,606,702

)

Deferred tax

(564,239

)

Tax on loss

(1,503,438

)

(1,606,702

)

Reconciliation of total tax credit included in profit and loss

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

2024

2023

Loss before tax

(16,205,052

)

(11,254,429

)

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

25%)

(4,051,263

)

(2,813,607

)

Effects of:

Expenses not deductible for tax purposes

88,318

35,990

Income not taxable for tax purposes

(3,798

)

(13,157

)

Depreciation in excess of capital allowances

19,786

45,192

Adjustments to tax charge in respect of previous periods

(939,199

)

(1,606,702

)

Research and Development

(456,171

)

935,095

Exceptional items

2,316,537

Deferred Tax

(564,239

)

Losses for the year

2,017,025

1,810,487

Non trading loan deficit

69,566

Total tax credit

(1,503,438

)

(1,606,702

)

9.	INTANGIBLE FIXED ASSETS

Patents

Website

and

development

Licenses

Totals

COST

At 1 January 2024

and 31 December 2024

36,800

9,900

46,700

AMORTISATION

At 1 January 2024

30,454

3,960

34,414

Amortisation for year

6,346

1,980

8,326

At 31 December 2024

36,800

5,940

42,740

NET BOOK VALUE

At 31 December 2024

3,960

At 31 December 2023

6,346

5,940

12,286

10.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

COST

At 1 January 2024

and 31 December 2024

61,795

354,727

416,522

DEPRECIATION

At 1 January 2024

57,247

260,456

317,703

Charge for year

3,212

67,608

70,820

At 31 December 2024

60,459

328,064

388,523

NET BOOK VALUE

At 31 December 2024

1,336

26,663

27,999

At 31 December 2023

4,548

94,271

98,819

11.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

COST

At 1 January 2024

156,299

Additions

100,000

At 31 December 2024

256,299

NET BOOK VALUE

At 31 December 2024

256,299

At 31 December 2023

156,299

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Yapily Connect Limited

Registered office: 86-90 Paul Street, London, England, EC2A 4NE

Nature of business: Technology services

Class of shares:

holding

Ordinary

100.00

Yapily Connect UAB

Registered office: Palangos g. 4-101, LT-01402 Vilnius, Lithuania

Nature of business: Technology services

Class of shares:

holding

Ordinary

100.00

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

Trade debtors

1,476,392

1,093,493

Amounts owed by group undertakings

7,551

Other debtors

84,741

91,026

Deferred tax asset

564,239

Prepayments and accrued income

240,833

256,762

2,373,756

1,441,281

13.	CURRENT ASSET INVESTMENTS

2024

2023

Listed investments

3,357,126

Market value of listed investments at 31 December 2024 - £ 3,357,126 .

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

Trade creditors

28,123

286,984

Amounts owed to group undertakings

71,068

61,218

PAYE

280,768

VAT

28,730

101,515

Other creditors

2,218,173

45,993

Accruals and deferred income

219,988

95,496

2,566,082

871,974

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

Other creditors

12,454,045

During the year the company issued convertible loan notes of £6,000,000 ,with a 8% fixed rate of interest which are due to mature on 22 May 2030.

16.	LEASING AGREEMENTS

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

2024

2023

Within one year

175,000

172,749

17.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal Value:

2024

2023

15,397,324

Ordinary

0.0000001

6,46,235

Seed Preferred

0.0000001

7,021,131

Series A Preferred

0.0000001

8,761,478

Series B Preferred

0.0000001

During the year 52,811 ordinary shares were issued at nominal value of £0.0000001. Consideration received amounted to £1,252.

Ordinary shares have full voting rights and rights to dividends. The shares are not redeemable. Rights to participate in a distribution on liquidation or a return of capital after 1) The holders of seed preferred shares, and 2) the holders of the deferred shares (If any)

Seed Preferred shares have full voting rights and right to dividends. The shares are not redeemable. Rights to participate in a distribution on liquidation or a return of capital in priority to the holders of deferred shares (if any) and the holders of ordinary shares.

Series A Preferred shares have full voting rights and rights to dividends. The shares are not redeemable. Rights to participate in a distribution on liquidation or a return of capital after 1) The holders of seed shares, series A shares, 2) holders of ordinary shares and 3) the holders of the deferred shares (If any).

Series B Preferred shares have full voting rights and rights to dividends. The shares are not redeemable. Rights to participate in a distribution on liquidation or a return of capital after 1) The holders of preferred shares; 2) holders of deferred shares (if any) 3) the holders of the ordinary shares.

18.

RESERVES

Retained

options

Other

earnings

premium

reserves

Totals

At 1 January 2024

(43,033,588

)

51,340,320

32,488

8,339,220

Deficit for the year

(14,701,614

)

(14,701,614

)

Cash share issue

1,252

Equity element of convertible

loan note

987,472

At 31 December 2024

(57,735,202

)

51,341,572

32,488

987,472

(5,373,670

)

19.	POST BALANCE SHEET EVENTS

Between the year end and the balance sheet dates, Yapily Limited entered into a financial commitment totalling £420,000. The financial commitment is to be spread over the 12 month term of the lease.

Between the year end and the balance sheet signing dates, 17,688 ordinary shares were issued with a total share capital value of £0.002 and share premium value of £25,948

Between the year end and the balance sheet signing dates, Yapily Ltd issued 4,000,000 unsecured convertible loan notes, with a nominal value of £1 each.

20.	SHARE-BASED PAYMENT TRANSACTIONS

The company operates an equity settled Enterprise Management Incentive (EMI) Share Option Scheme and non-EMI Scheme. The options are Ordinary shares granted with a fixed exercise price determined at the grant of the option. The options vest over a period of up to 4 years following the date of the grant. The options are exercisable until up to the 10th anniversary from the date of grant. Employees are not entitled to dividends until the shares are exercised. Vesting of options is subject to continued employment with the company.

The company had the following options in force during the year:

Share Option Type

Date of Grant

Number of Shares

Exercise Price

Enterprise Management Incentive

16/03/2018 to 09/10/2020

48,294

0.4456

Enterprise Management Incentive

11/06/2021 to 21/06/2021

91,441

1.4670

Enterprise Management Incentive

12/05/2023 to 02/06/2023

369,440

4.4400

Enterprise Management Incentive

07/07/2023 to 30/11/2023

286,291

3.1100

Non EMI

11/06/2021 to 21/06/2021

7,719

1.4670

Non EMI

09/08/2022 to 06/09/2022

22,764

4.4400

Non EMI

07/07/2023 to 30/11/2023

59,564

3.1100

Non EMI

21/02/2024 to 23/12/2024

1,775

4.4400

Name of shares

Non EMI Scheme

EMI Scheme

Weighted Average
Exercise Price

Brought forward

97,709

1,415,801

3.1138

Granted in the year

25,131

4.4400

Exercised in the year

(60,684)

0.2110

Lapsed in the year

(31,018)

(559,651)

3.0676

Carried forward

91,822

795,466

3.3719

Exercisable at the year end

54,561

506,782

3.1438

Exercisable at last year end

16,397

265,435

2.7078

The total charge for the period was deemed immaterial.

The total figure included in the share options reserves as at 31 December 2024 is £32,488.

21.	CONTINGENT ASSET

For the year ended 31 December 2024, Yapily Limited expect to have a Research and Development tax credit receivable from HMRC in the region of approximately £390,000 subject to approval. Whilst this is expected to be received, no provision has been included in the accounts.

22.	SUBSIDIARY EXEMPT FROM AUDIT

Yapily Connect Limited is a wholly owned subsidiary which is exempt from audit under S479A of the Companies Act.