Registration number:
Birdie Care Services Limited
for the Year Ended 31 December 2024
Registration number:
Birdie Care Services Limited
for the Year Ended 31 December 2024
Birdie Care Services Limited
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Consolidated Profit and Loss Account |
|
|
Consolidated Statement of Comprehensive Income |
|
|
Consolidated Balance Sheet |
|
|
Statement of Financial Position |
|
|
Consolidated Statement of Changes in Equity |
|
|
Statement of Changes in Equity |
|
|
Consolidated Statement of Cash Flows |
|
|
Notes to the Financial Statements |
Birdie Care Services Limited
Company Information
|
Directors |
M Parmentier M Niddam A Mohamed A Manterola-Solans R K Tanna S M Kurgan |
|
Registered office |
|
|
Independent Auditors |
|
Birdie Care Services Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their group strategic report for the year ended 31 December 2024 for the consolidated financial statements for Birdie Care Services Limited ("the company") and its subsidiary (together "the group" or "Birdie").
Principal activity
Birdie Care Service Limited, a company incorporated in the UK, serves as the parent company for one subsidiary company, Birdie Care Services GmbH, incorporated and registered in Germany. Birdie’s mission is to reinvent care through technology, enabling older adults to thrive at home. To this end, Birdie’s principal activity during the year was the development of software products to help home care service providers to deliver better quality care, more efficiently.
Fair review of the business
Revenue for the year grew 46% to £10.5m (2023: £7.2m) as Birdie increased its number of customers and increased revenue generated from existing customers. Of this revenue, 99% was recurring in nature.
Birdie concluded 2024 with a loss of £9.1m (2023: £10.7m), reflective of the group’s current stage of growth as it continued to invest in a) research and development of its software to better serve its customers and older adults, and b) sales and marketing to generate new recurring revenue, while also demonstrating progress on its path to profitability through a reduced loss year-on-year.
Birdie began the year in a strong cash position and ended the year well capitalised with £9.9m of cash in hand. Strong financing relationships enabled Birdie to secure a loan facility during 2024 to provide additional liquidity within the year and for future years.
Key Performance Indicators
To measure the performance and progress of the company, several Key Performance Indicators (KPIs) have been established, which are monitored and analysed on a regular basis. These KPIs include, but are not limited to:
1. Revenue growth: This KPI measures the amount by which Birdie is able to expand its market presence and customer base. Revenue grew by 46% to £10.5m (2023: £7.2m).
2. Operating profit margin: This KPI measures the operational efficiency of the group. Operating profit margin in 2024 improved by 64 percentage points, to -81% (2023: -145%).
Birdie Care Services Limited
Strategic Report for the Year Ended 31 December 2024 (continued)
Principal risks and uncertainties
The management of the group has overall responsibility for identifying, evaluating and managing major business risks. It regularly assesses risk exposure and controls to mitigate that exposure. Principal business risks reviewed include:
a) Data protection and data security: Customer trust and data security are critical to everything done at Birdie. The group has maintained ISO27001, Cyber Essentials Plus and exceeds the NHS DSPT. Management have implemented robust controls and compliance measures to ensure the safe handling of sensitive health data, including but not limited to access management, business continuity, staff training and vulnerability management.
b) Financial Risk & Liquidity: The group recognises the importance of managing financial risks to ensure the stability and sustainability of its operations. Whilst management is confident the group will become profitable in due course, liquidity is a key consideration given the group is currently lossmaking and management acknowledges that future funding may be required. The group maintains sufficient cash for ongoing operations and future developments, and has strong relationships with its banks and investors. During the course of FY24, the group secured a loan facility to provide additional liquidity for the future. Management regularly reviews the group’s debt structure and interest rate exposure.
c) Competition: The future growth of the group is dependent on attracting and retaining new customers in an increasingly competitive environment. Birdie is well placed to succeed with strong customer sentiment, retention and win rates.
Future Developments
The market for Birdie’s services continues to expand, supported by strong demographic tailwinds, a growing customer base, and a continued investment in products in development. While the Directors recognise that competition is intensifying, they remain confident in Birdie’s ability to capture further market share by focusing on sustainable growth and a clear path to profitability. Looking ahead, the business is committed to scaling efficiently, optimising its operating model, and continuing to create positive social impact. The Directors are energised by the opportunity to build a world in which we can all flourish with confidence as we age.
Section 172(1) statement
In fulfilling its duties under Section 172(1), the board acts in good faith to promote the success of the company by implementing the group's strategy, which focuses on delivering a market leading technology solution to its growing customer base. The company's strategic approach allows it to remain flexible, competitive, and resilient.
Approved and authorised by the
|
......................................... |
Birdie Care Services Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the consolidated financial statements for the year ended 31 December 2024.
Information included in the Strategic Report
The group has chosen in accordance with Companies Act 2006. s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 Sch. 7 to be contained in the directors' report.
Directors of the Group
The directors who held office during the year were as follows:
Dividends
There were no dividends paid in the year (2023: £Nil).
Going concern
The directors have considered the group's financial position, liquidity and future performance together with the financial projections of the group. After making enquiries, the directors are satisfied that the group has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the company’s financial statements.
Events after the financial period
There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information as defined by s418 of the Companies Act 2006, that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors Shaw Gibbs (Audit) Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved and authorised by the
|
......................................... |
Birdie Care Services Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the company and 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 and apply them consistently; |
|
• |
make judgements and accounting estimates that are reasonable and prudent; |
|
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
|
• |
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 Group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Birdie Care Services Limited
Independent Auditor's Report
to the Members of Birdie Care Services Limited
Opinion
We have audited the financial statements of Birdie Care Services Limited (the 'parent company') and its subsidiary (together the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and 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 Group's and 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Birdie Care Services Limited
Independent Auditor's Report
to the Members of Birdie Care Services Limited (continued)
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and 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 our 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 and the Directors' Report.
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 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 Statement of Directors' Responsibilities [set out on page 5], 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 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.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
|
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 discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements; |
|
• |
we obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the laws and regulations applicable to the company through discussions with directors and other management, and from our cumulative audit and commercial knowledge and experience of the company and the care sector; |
Birdie Care Services Limited
Independent Auditor's Report
to the Members of Birdie Care Services Limited (continued)
|
• |
we focused on specific laws and regulations which we considered may have a direct material effect on the determination of material amounts and disclosures in the financial statements or the operations of the company, including the Companies Act 2006, The Equality Act 2010, General Data Protection Rules (GDPR), taxation legislation, anti-bribery, anti-corruption law, employment law and health and safety legislation. We also considered and identified laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty, including the Bribery Act and the Data Protection Act 2018; |
|
• |
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal and regulatory correspondence; 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. |
|
We are also required to perform specific procedures to respond to the risk of management bias and override of controls. To address this, 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 set out in note 2 were indicative of potential bias; and investigated the business 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 to disclosures underlying supporting documentation; |
|
• |
enquiring of management as to actual and potential litigation and claims; and |
|
• |
reviewing correspondence with HMRC, analysing legal costs to ascertain if there have been instances of non-compliance with laws and regulations. |
|
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 is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Birdie Care Services Limited
Independent Auditor's Report
to the Members of Birdie Care Services Limited (continued)
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
19 Cedar Road
Sutton
Surrey
SM2 5DA
Birdie Care Services Limited
Consolidated Profit and Loss Account
for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Revenue |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
The above results were derived from continuing operations.
The Group has no recognised gains or losses for the year other than the results above.
Birdie Care Services Limited
Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation losses |
( |
- |
|
Total comprehensive income/(loss) for the year |
( |
( |
|
Total comprehensive income/(loss) attributable to: |
||
|
Owners of the company |
( |
( |
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
The Consolidated Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
Birdie Care Services Limited
(Registration number: 10863579)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Non-current assets |
|||
|
Property, plant and equipment |
|
|
|
|
Current assets |
|||
|
Receivables |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Payables: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Payables: Amounts falling due after more than one year |
( |
( |
|
|
Net (liabilities)/assets |
( |
|
|
|
Equity |
|||
|
Called up share capital |
205,576 |
200,961 |
|
|
Share premium reserve |
40,423,196 |
40,418,678 |
|
|
Capital redemption reserve |
4 |
4 |
|
|
Share options reserve |
80,727 |
85,929 |
|
|
Other reserves |
548,272 |
548,272 |
|
|
Retained earnings |
(41,829,623) |
(32,728,077) |
|
|
Foreign currency translation reserve |
(30,368) |
- |
|
|
Equity attributable to owners of the company |
(602,216) |
8,525,767 |
|
|
Shareholders' (deficit)/funds |
(602,216) |
8,525,767 |
The financial statements of Birdie Care Services Limited were approved and authorised for issue by the
.........................................
Director
Birdie Care Services Limited
(Registration number: 10863579)
Statement of Financial Position as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Non-current assets |
|||
|
Property, plant and equipment |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Receivables |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Payables: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Payables: Amounts falling due after more than one year |
( |
( |
|
|
Net (liabilities)/assets |
( |
|
|
|
Equity |
|||
|
Called up share capital |
205,576 |
200,961 |
|
|
Share premium reserve |
40,423,196 |
40,418,678 |
|
|
Capital redemption reserve |
4 |
4 |
|
|
Share options reserve |
80,727 |
85,929 |
|
|
Other reserves |
548,272 |
548,272 |
|
|
Retained earnings |
(41,856,204) |
(32,713,351) |
|
|
Shareholders' (deficit)/funds |
(598,429) |
8,540,493 |
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company made a loss after tax for the financial year of £9,148,055 (2023 - loss of £10,667,621).
Approved and authorised by the
|
......................................... |
Birdie Care Services Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Capital redemption reserve |
Foreign currency translation reserve |
Share options reserve |
Other reserves |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
- |
|
|
( |
|
|
Loss for the year |
- |
- |
- |
- |
- |
- |
( |
( |
|
Other comprehensive income |
- |
- |
- |
( |
- |
- |
- |
( |
|
Total comprehensive income |
- |
- |
- |
( |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
- |
- |
- |
|
|
Transfers |
- |
- |
- |
- |
(5,202) |
- |
5,202 |
- |
|
At 31 December 2024 |
|
|
|
( |
|
|
( |
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Foreign currency translation reserve |
Share options reserve |
Other reserves |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
|
- |
- |
- |
( |
|
|
Loss for the year |
- |
- |
- |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
- |
- |
- |
- |
|
|
Share based payment transactions |
- |
- |
- |
- |
85,929 |
- |
- |
85,929 |
|
Other movements on reserves |
- |
- |
- |
- |
- |
548,272 |
- |
548,272 |
|
At 31 December 2023 |
200,961 |
40,418,678 |
4 |
- |
85,929 |
548,272 |
(32,728,077) |
8,525,767 |
Birdie Care Services Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Capital redemption reserve |
Share options reserve |
Other reserves |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
( |
|
|
Loss for the year |
- |
- |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
- |
- |
|
|
Transfers |
- |
- |
- |
(5,202) |
- |
5,202 |
- |
|
At 31 December 2024 |
|
|
|
|
|
( |
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Share options reserves |
Other reserves |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
|
- |
- |
( |
|
|
Loss for the year |
- |
- |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
- |
- |
- |
|
|
Share based payment transactions |
- |
- |
- |
85,929 |
- |
- |
85,929 |
|
Other movements on reserves |
- |
- |
- |
- |
548,272 |
- |
548,272 |
|
At 31 December 2023 |
200,961 |
40,418,678 |
4 |
85,929 |
548,272 |
(32,713,351) |
8,540,493 |
Birdie Care Services Limited
Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Increase in receivables |
( |
( |
|
|
Increase in payables |
|
|
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of property, plant and equipment |
( |
( |
|
|
Proceeds from sale of property, plant and equipment |
|
- |
|
|
Net cash flows from investing activities |
|
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
|
Interest accrued on shareholder loan |
( |
|
|
|
Proceeds/(Repayment) of other borrowing |
|
( |
|
|
Proceeds from issue of convertible debt, net of issue costs |
|
|
|
|
Share options and other reserves - movement |
(30,368) |
634,201 |
|
|
Net cash flows from financing activities |
|
|
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
9,900,834 |
14,228,151 |
|
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales under the Companies Act. The address of the registered office is given on page 1. The nature of the company and group’s operations and its principal activities are set out in the strategic report on page 2.
The group consists of Birdie Care Services Limited (the "company") and its subsidiary, Birdie Care Services GmbH (together as "the group" or "Birdie").
These financial statements were authorised for issue by the
|
Accounting policies |
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Going concern
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 ’The Financial Reporting Standard applicable in the UK and Republic of Ireland' issued by the Financial Reporting Council and in accordance with the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The functional currency of the company is considered to be pound sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pound sterling (£).
Key sources of estimation uncertainty
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods..
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities and is net of Value Added Tax.
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred.
Finance income and costs policy
Interest payable and similar charges include interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the profit and loss account (see foreign currency accounting policy).
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the group's right to receive payments is established. Foreign currency gains and losses are reported on a net basis.
Foreign currency transactions and balances
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Property, plant and equipment
Property, plant and equipment are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Office Equipment |
50% Straight line method. |
|
Computer Equipment |
33% Straight line method. |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the profit and loss account.
Investments
Investments in subsidiary are stated at cost less provision for impairment.
The carrying value of the investments in subsidiary undertakings are reviewed as necessary for impairment. Impairment is calculated as the difference between the carrying value and the estimated value-in-use or disposal value if higher. Value-in-use represents the present value of future expected cash flows discounted on a pre-tax basis. The net book amount of the investment is written down where impairment is identified.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and at bank.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Receivables
Receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Payables
Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution pension obligation
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company. Contributions are recognised in the income statement in the period in which they become payable.
Share Options Scheme
The company operates an Enterprise Management Incentive (EMI) scheme and an Unapproved Options scheme, in which the company grants options to all qualifying individuals. There is an arrangement in place allowing individuals who cease to provide services to the company under specified circumstances to exercise their options.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Growth Share Plan
The company operated a Growth Share Plan under which Growth Shares were allotted to a small number of individuals in March 2019, February 2020, and April 2021 (Growth 1, Growth 2 and Growth 3) respectively entitling them to benefit in the growth of the company on the occurrence of an Exit as defined in the company’s Articles of Association, and subject to the respective hurdle valuation being reached and vesting period met (where relevant). The current share capital represented by Growth Shares is £495 in aggregate.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Basic financial instruments
Compound instruments
The component parts of compounded instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual agreement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until conversion or at the maturity date.
The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity net of income tax effects and is not subsequently remeasured.
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received net of transaction costs.
|
Revenue |
The analysis of the Group's Revenue for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Provision of software and services |
|
|
The analysis of the Group's Revenue for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Other operating income |
The analysis of the Group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Prior year R&D claim |
|
|
|
Operating loss |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Foreign exchange (losses)/gains |
( |
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee benefits |
|
|
|
Restructuring costs |
|
- |
|
Share-based payment expenses |
- |
|
|
|
|
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
8 |
Staff costs (continued) |
The average number of persons employed by the Group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Software development |
|
|
|
Customer success |
|
|
|
Sales (including Revenue Operations) |
|
|
|
Core Operations |
|
|
|
Marketing |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to pension schemes |
|
|
|
404,669 |
390,350 |
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of the financial statements of the group and company |
9,000 |
7,000 |
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Tax expense/(receipt) in the income statement |
- |
- |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
|
Tax increase from effect of unrelieved tax losses carried forward |
|
|
|
Tax increase arising from overseas tax suffered/expensed |
|
|
|
Tax increase from effect of unrelieved loss on foreign subsidiaries |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
7,509 |
5,184 |
|
Total tax charge/(credit) |
- |
- |
The group has unrelieved tax losses of approximately £40,728,318 (2023: 30,645,012) which are available to be utilised against future trading profits.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Property, plant and equipment |
Group
|
Furniture, fittings and equipment |
Computer Equipment |
Total |
|
|
Cost |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
|
|
|
|
Disposals |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
- |
|
|
Company
|
Furniture, fittings and equipment |
Computer equipment |
Total |
|
|
Cost |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
|
|
|
|
Disposals |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
- |
|
|
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiary |
|
|
|
Subsidiaries |
£ |
|
Cost |
|
|
At 1 January 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Country of |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Germany |
|
|
|
|
The principal activity of Birdie Care Services Germany (GmbH) is |
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Receivables |
|
Group |
Company |
|||
|
Current |
2024 |
2023 |
2024 |
2023 |
|
Receivables |
|
|
|
|
|
Other receivables |
|
|
|
|
|
Prepayments |
|
|
|
|
|
Accrued income |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
|
Payables |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Shareholder loan |
- |
|
- |
|
|
|
Trade payables |
|
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
|
|
Other payables |
|
- |
|
- |
|
|
Accruals |
|
|
|
|
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
The shareholder loan disclosed above comprises the principal sum of £300,000 plus accrued interest to date. The shareholder loan was repaid in full with interest in June 2024. The shareholder loan was subject to an interest rate of 10% in Q1 2023, and 15% from 11 March 2023, accruing daily and compounding quarterly up until repayment.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Loans and borrowings |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Non-current loans and borrowings |
||||
|
Bank loans and borrowings |
|
- |
|
- |
|
Convertible loan notes (liability component) |
|
|
|
|
|
Other borrowings |
- |
|
- |
|
|
|
|
|
|
|
Included within long term loans and borrowings is a bank loan with the principal sum of £5,000,000 subject to a floating interest rate being the aggregate of the Sterling Base Rate plus 3.00% per annum, subject always to an aggregate all-in minimum rate of 8.00% per annum. The maturity date is 1 December 2027.
The convertible loan notes represent unsecured loan notes with a subscription price of $7,000,000 with a maturity date of March 2026 unless otherwise agreed. Interest is payable on the principal amount of the loan notes at a rate of 8% per annum and accrues daily. Interest is simple and not compounded.
The net proceeds received from the issue of the convertible loan notes have been attributed between the financial liability component and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.
The financial liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the balance sheet represents the effective interest rate.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Share capital and reserves |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
61,349 |
|
61,349 |
|
|
|
5,376 |
|
761 |
|
|
|
37,540 |
|
37,540 |
|
|
|
50,767 |
|
50,767 |
|
|
|
48,082 |
|
48,082 |
|
|
|
7 |
|
7 |
|
|
|
3 |
|
3 |
|
|
|
485 |
|
485 |
|
|
|
1,966 |
|
1,966 |
|
|
|
|
|
|
New shares allotted
On 25 Sept 2024, the following shares were allotted:
|
• |
456,389 O2 Ordinary Shares of £0.01 each having an aggregate nominal value of £4,564 were allotted for an aggregate consideration of £4,564. |
|
• |
5,134 O2 Ordinary Shares of £0.01 each having an aggregate nominal value of £51 were allotted for an aggregate consideration of £4,569. |
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
O1 Ordinary shares have the following rights, preferences and restrictions:
A) The O1 Ordinary shares shall confer on each holder of ordinary shares the right to receive notice of and to attend, speak and vote at all general meetings of the company and to receive and vote on proposed written resolutions of the company.
B) Any available profits which the company may determine, with Investor Majority Consent, to distribute in respect of any financial year will be distributed among the holders of Equity Shares (pari passu as if the Equity Shares constituted one class of shares) pro rata to their respective holdings of Equity Shares.
C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so):
(a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares;
(b) second, in paying to the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares;
(c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares;
(d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount;
(e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount;
(f) sixth in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price;
(g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and
(h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
O2 Ordinary shares have the following rights, preferences and restrictions:
A) The O2 Ordinary shares shall not confer on a holder of O2 Ordinary shares the right to receive notice of, not to attend, speak or vote at all general meetings of the company, nor to receive or vote on any proposed written resolutions of the company.
B) Any available profits which the company may determine, with Investor Majority Consent, to distribute in respect of any financial year will be distributed among the holders of Equity Shares (pari passu as if the Equity Shares constituted one class of shares) pro rata to their respective holdings of Equity Shares.
C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so): (a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares; (b) second, in paying to each of the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares; (c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares; (d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount; (e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount; (f) sixth, in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price; (g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and (h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth 3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
Series A shares have the following rights, preferences and restrictions:
A) The Series A shares shall confer on each holders of Series A shares the right to receive notice of and to attend, speak and vote at all general meetings of the company and to receive and vote on proposed written resolutions.
B) Any available profits which the company may determine, with Investor Majority Consent, to distribute in respect of any financial year will be distributed among the holders of Equity Shares (pari passu as if the Equity Shares constituted one class of shares) pro rata to their respective holdings of Equity Shares.
C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so): (a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares; (b) second, in paying to each of the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares; (c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares; (d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount; (e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount; (f) sixth, in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price; (g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and (h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth 3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
Series B shares have the following rights, preferences and restrictions:
A) The Series B shares shall confer on each holders of Series B shares the right to receive notice of and to attend, speak and vote at all general meetings of the company and to receive and vote on proposed written resolutions.
B) Any available profits which the company may determine, with Investor Majority Consent, to distribute in respect of any financial year will be distributed among the holders of Equity Shares (pari passu as if the Equity Shares constituted one class of shares) pro rata to their respective holdings of Equity Shares.
C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so): (a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares; (b) second, in paying to each of the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares; (c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares; (d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount; (e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount; (f) sixth, in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price; (g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and (h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth 3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
Series Seed Shares have the following rights, preferences and restrictions:
A) The Series Seed shares shall confer on each holders of Series Seed shares the right to receive notice of and to attend, speak and vote at all general meetings of the company and to receive and vote on proposed written resolutions.
B) Any available profits which the company may determine, with Investor Majority Consent, to distribute in respect of any financial year will be distributed among the holders of Equity Shares (pari passu as if the Equity Shares constituted one class of shares) pro rata to their respective holdings of Equity Shares.
C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so): (a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares; (b) second, in paying to each of the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares; (c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares; (d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount; (e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount; (f) sixth, in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price; (g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and (h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth 3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
Growth 1 Shares have the following rights, preferences and restrictions:
A) The Growth 1 shares shall not entitle the holders of them to receive notice of, to attend, to speak or to vote at any general meeting of the company not to receive or vote on, or otherwise constitute an eligible member for the purpose of, proposed written resolutions of the company.
B) The Growth 1 shares shall not confer full rights as regards to dividends.
C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so): (a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares; (b) second, in paying to each of the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares; (c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares; (d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount; (e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount; (f) sixth, in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price; (g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and (h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth 3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
Growth 2 Shares have the following rights, preferences and restrictions:
A) The Growth 2 shares shall not entitle the holders of them to receive notice of, to attend, to speak or to vote at any general meeting of the company not to receive or vote on, or otherwise constitute an eligible member for the purpose of, proposed written resolutions of the company.
B) The Growth 2 shares shall not confer full rights as regards to dividends.
C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so): (a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares; (b) second, in paying to each of the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares; (c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares; (d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount; (e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount; (f) sixth, in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price; (g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and (h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth 3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
Growth 3 Shares have the following rights, preferences and restrictions:
A) The Growth 3 shares shall confer on each holder of Growth 3 shares the right to receive notice of and to attend, speak and vote at all general meetings of the company and to receive and vote on proposed written resolutions of the company.
B) The Growth 3 shares shall not confer full rights as regards to dividends.
C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so): (a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares; (b) second, in paying to each of the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares; (c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares; (d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount; (e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount; (f) sixth, in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price; (g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and (h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth 3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
Deferred shares have the following rights, preferences and restrictions:
(A) The Deferred shares shall not entitle the holders of them to receive notice of, to attend, to speak or to vote at any general meeting of the company nor to receive or vote on, or otherwise constitute an eligible member for the purposes of proposed written resolutions of the company.
(B) The Deferred shares shall not confer full rights as regards to dividends.
(C) On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the surplus assets of the company remaining after payment of its liabilities (including but not limited to any arrears) shall be distributed (to the extent that the company is lawfully permitted to do so): (a) first, in paying to each of the holders of series B shares, in priority to any other classes of shares, an amount per series B shares equal to the greater of: (i) the Series B preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series B share equal to the Series B preference amount for all of the Series B shares, the remaining surplus assets shall be distributed to the holders of Series B shares pro rata to the amounts paid up or credited as paid up on their respective Series B shares); and (ii) an amount per Series B Share that the Series B shareholders would be entitled to receive had the Series B shares been converted to O1 ordinary shares; (b) second, in paying to each of the holders of Series A shares, in priority to any other classes of shares, an amount per Series A equal to the greater of: (i) the Series A preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series A share equal to the Series A Preference amount for all of the Series A shares, the remaining surplus assets shall be distributed to the holders of Series A shares pro rate to the amounts paid up or credited as paid up on their respective Series A shares); and (ii) an amount per Series A share that the Series A shareholders would be entitled to receive had the Series A shares been converted to O1 Ordinary Shares; (c) third, in paying to the holders of Series Seed Shares pro rata to the number of Series Seed shares held, in priority to any other classes of shares, an amount equal to the greater of: (i) the Series Seed preference amount (provided that if there are insufficient surplus assets to pay the amounts per Series Seed share equal to the Series Seed preference amount for all the Series Seed shares, the remaining surplus assets shall be distributed to the holders of Series Seed shares pro rata to the amounts paid up or credited as paid up on their respective Series Seed shares); and (ii) an amount that the Series Seed Shareholders would be entitled to receive had the Series Seed Shares been converted to O1 Ordinary Shares; (d) fourth, in paying to the holders of Ordinary Shares pro rata to their respective holdings or Ordinary Shares, an amount equal to the Growth 1 threshold amount; (e) fifth, in paying to the holders of Ordinary Shares and Growth 1 shares pro rate to their respective holdings of Ordinary Shares and Growth 1 Shares (as if the Ordinary Shares and the Growth 1 Shares constituted one and the same class), an amount equal to the Growth 2 threshold amount; (f) sixth, in paying to the holders of Ordinary Shares, the holders of the Growth 1 Shares and the holders of Growth 2 shares pro rata to their respective holdings of Ordinary Shares, Growth 1 shares and Growth 2 shares constituted one and the same class), such an amount of the surplus assets as is required such that the aggregate distributed on each Ordinary Share pursuant to articles 6.1(c) to 6.1(e) (inclusive) is equal to the Growth 3 Hurdle price; (g) seventh, in paying to the holders of the Deferred Shares, if any, a total of £1.00 for the entire class of Deferred shares (which payment shall be deemed satisfied by payment to any one holder of Deferred shares); and (h) finally the balance of the surplus assets (if any) shall be distributed among the holders of Growth 2 shares and the holders of Growth 3 shares on pro rata basis (as if the Ordinary Shares, the Growth 1 shares, the Growth 2 shares and the Growth 3 shares constituted one and the same class).
(D) The shares are not redeemable.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
18 |
Share capital and reserves (continued) |
Reserves
Retained Earnings
The retained earnings reserve represents cumulative profit or losses net of dividends paid and other adjustments. Ordinary shares are classified as equity because they do not contain an obligation to transfer cash or another financial asset. Dividends are recognised as a liability in the period in which they are payable.
Share premium
The share premium reserve represents premiums paid for new shares above their nominal value of issue costs and bonus share issues. This reserve forms part of the company's non-distributable reserves.
Capital redemption reserve
Where the company purchases its equity share capital, the consideration paid, including any attributable transaction costs, are recognised in the capital redemption reserve and deducted from the total shareholder’s equity until they are cancelled or re-issued.
Share Options reserve
The share options reserve represents the cumulative amounts charged to the profit and loss account in respect of employee share option arrangements where the scheme has not yet been settled by means of an employee exercising their options granted.
Other reserves
Other reserves represents the equity component of the compound financial instruments in the form of convertible loans to the company from investors. This reserve forms part of the company's non-distributable reserves.
Foreign exchange translation reserves
Foreign exchange translation reserves represents the cumulative effect of exchange rate movements the company consolidates the financial statements of its subsidiary undertaking operating in Germany.
|
Pension schemes |
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Group to the scheme and amounted to £
Contributions totalling £
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Share-based payments |
Scheme details and movements
The fair value of services received in return for share options granted is measured by reference to the fair value of the share options granted. The estimate of the fair value of the services received is measured using the Black-Scholes model, on the "Earnings" basis. This is considered the most representative method to measure the value it is perceived will flow from ownership of a share.
The movements in the number of share options during the year were as follows:
|
2024 |
2023 |
|
|
Outstanding, start of period |
|
|
|
Granted during the period |
|
|
|
Forfeited during the period |
( |
( |
|
Exercised during the period |
( |
( |
|
Outstanding, end of period |
|
|
|
Exercisable, end of period |
|
|
|
|
||
The movements in the weighted average exercise price of share options during the year were as follows:
|
2024 |
2023 |
|
|
Outstanding, end of period |
|
|
|
|
||
Effect of share-based payments on profit or loss and financial position
The total expense recognised in profit or loss for the year was £Nil (2023 - £85,929).
|
Contingent liabilities |
As at 31 December 2024 and 31 December 2023 the group and company had no contingent liabilities.
Birdie Care Services Limited
Notes to the Financial Statements
for the Year Ended 31 December 2024 (continued)
|
Parent and ultimate controlling party |
There is no ultimate controlling party.
|
Events after the financial period |
|
|