The directors present the strategic report for the year ended 31 January 2025.
Who We Are
Blink is a provider of a leading super-app designed for frontline organisations.
The company aims to revolutionise employee work life by bridging the digital divide between deskless and deskbased employees, enabling effective communication and engagement in distributed organisations.
This strategic report accompanies the financial statements for the fiscal year ending 2025, providing insights into our business model, market environment, strategy and performance.
Business Model
We are a global business with customers across the world including the Americas, United Kingdom, Europe, Australia and New Zealand.
Our business model revolves around providing subscription-based software services to various industries. Our revenue is primarily generated through recurring subscription fees, complemented by one-time implementation and customization fees.
FY25 Business Review
The year ended 31st January 2025 was one of major growth for Blink. Our ARR grew by 56%.
We've experienced exceptional performance across key areas of our business. Our product continues to deliver strong results, driving value and innovation. We've secured several significant customer wins in competitive deals, reflecting our expanding market presence. Our net revenue retention (NRR) is healthy, indicating a high level of satisfaction and growth within our customer base. Additionally, we are maintaining a low churn rate, demonstrating strong customer loyalty and engagement. Overall, we're in a strong position for continued success and growth.
Financial Performance
This year our reported revenue grew by 49%.
Operating costs totalled £16.2m for the year, representing an 8% increase from FY24, despite revenues growing by 49%.
Key Financial Metrics
Revenue: £9.36m (v £6.29m in 2024)
EBITDA: -£6.04m (v -£8.53m in 2024)
Cash balance: £2.1m (v £4.6m in 2024)
Board Decision Making
Section 172(1) Statement
The directors of Blink are committed to upholding their duties under Section 172(1) of the Companies Act 2006. This statement outlines how the directors have fulfilled their responsibilities to promote the success of the company for the benefit of its members as a whole, with due consideration to the matters set out in Section 172(1)(a) to (f).
In addition to our shareholders, to whom this Annual Report & Accounts is principally addressed, the Group recognises that there are other stakeholders critical to our future success. While the stakeholders of any company are diverse, we focus below on our principal ones, being our people, our customers and financial institutions.
The leadership team of the business makes decisions with a long-term perspective and adheres to the highest standards of conduct in accordance with our policies. To fulfil their responsibilities, the Directors consider the potential impacts of their decisions and actions on all stakeholders. Whenever possible, decisions are thoroughly discussed with the affected parties to ensure they are fully understood and supported.
The company regularly reports to the Directors and Board on strategy, performance, and key decisions, ensuring they are confident that stakeholder interests are properly considered in decision-making. Directors stay well informed about stakeholder perspectives and use this information to evaluate the impact of its decisions on each stakeholder group. Below are the details of our key stakeholders and how we engage with them:
Stakeholder | Engagement |
Employees | Our people are key to our success, and we want them to be successful individually and as a team. We have regular check-ins with employees. Engaging in regular discussions on performance and development, salary reviews, and health and wellbeing. There are weekly ‘all-hands’ meetings where employees and Directors all share updates on their work, as well as companywide and strategic updates from the leadership team. Directors have direct rapport with all employees in the company, and there is a very open and respectful dialogue between all employees. |
Customers | Our ambition is to be the world's best employee engagement tool. We build strong relationships with our customers and spend considerable time with them to understand their needs and our role in achieving their organisational objectives. We have a dedicated customer success team, who work closely with customers and build relationships with Blink 'champions' inside the business. Our customers are frequently invited to co-host webinars and attend events in partnership with Blink. We use the knowledge we have accumulated to inform our decision making, for example to tailor our product to suit customer demands. |
Stakeholder | Engagement |
Environment | We all have a collective responsibility to look after the environment and not cause damage. It is an important subject to the company and our employees, and as such we try to engage with customers and suppliers who have good green credentials. We encourage employees to walk, cycle, or take public transport to work. When travelling for business, our employees and Directors try to do so in the most efficient way possible. |
Financial institutions, namely debt providers | We acknowledge the importance of our financial obligations to HSBC. We value our relationship with their staff and have built a strong rapport with the team. We inform this stakeholder of our financial performance on a monthly basis through financial reporting. |
Shareholders | We have an open dialogue with our shareholders on a regular basis. The Directors maintain a good relationship with various shareholders and several of them sit on our Board. As such, their insights and input are heard at Board meetings. Discussions with shareholders cover a wide range of topics including financial performance, strategy, outlook, governance and ethical practices. Shareholder feedback along with details of movements in our shareholder base are regularly reported to and discussed by the Directors and their views are considered as part of decision-making. |
Principal Risks and Uncertainties
Active risk management helps us to achieve our strategy, serve our customers and communities and grow our business safely.
Operational Risks
Information Systems and Security
The failure of Blink's information systems or a breach of its security infrastructure could have a significant impact upon the operations of Blink. As the core product is a technology software, there would be a fundamental impact to the underlying service that the business provides.
We have achieved ISO 27001 Cyber Essentials Plus status in respect of its IT operations.
Blink continues to seek assurance from specialists to ensure its systems and processes are adequate to address all applicable cyber risks. Blink has in place cyber insurance policies to address those continuing risks that cannot be mitigated.
Regulatory and Compliance Risks
Due to the global nature of Blink's operations, there are a multitude of laws and regulations related to various territories regarding taxes, filings, and customer data.
Blink has a highly capable team of qualified accountants who deal with the taxes and regulatory filings. We also engage local advisors in our main territories to assist with compliance to local rules.
Blink continues to take active steps to maintain and ensure continued compliance with GDPR and other data protection legislation and has a programme of review and training in place, to ensure this continues to be a focus for all staff.
For our main markets (UK, Europe, US) we have a low tolerance to risk, and continue to monitor this on an ongoing basis.
Financial Risks
Credit Risk
Blink's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debts. A provision is made for known, and based on previous experience, expected bad debts.
Trade debtors are reviewed regularly as part of financial management reviews. Where deemed necessary, we will cease providing services to a client who remains a long-term bad debtor.
The creditworthiness of our customers is assessed and monitored on an ongoing basis. We have very low levels of bad debt in our accounts, but due to the nature of our business this will always remain a risk.
Currency Risk
Blink operates globally. Fluctuations in exchange rates between currencies in which Blink operates, relative to UK sterling, may cause fluctuations in its financial results.
Client and supplier contracts are, where possible, denominated in local currency to alleviate risk. We do not see considerable risk relating to operational currency fluctuations.
Risk of Debt Covenant Breach
The HSBC debt facility taken out during the prior year carried several covenants which have an instant repayment penalty. This would be extremely detrimental to the business.
The requirements of the debt facility are well known among the members of the Executive, and Finance teams. While the debt facility is in place, this is a known and acceptable risk. While there is a high impact of non-compliance, Blink has taken steps to ensure covenants will not be breached.
Inflation and Economic Risks
Further increases in inflation could put pressure on cost base and margins.
We regularly undertake processes to renegotiate pricing, moving providers where possible and cost-effective to do so. Despite this being an ongoing risk, Blink manages its cost base proactively and closely monitors its supply chain to ensure that costs are aligned with revenue. We continue to monitor the effect on the wider macroeconomic environment.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 January 2025.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
During the year the company capitalised costs relating to the development of the Blink app. The total amount capitalised was £2,019,043 (2024 as restated: £1,371,256). The accounting policy in respect of capitalised development costs was changed in the year, resulting in a restatement of the capitalised amount in 2024.
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of Super Smashing Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Other matters which we are required to address
The comparative figures in the financial statements of Super Smashing Limited were not audited as the parent company and the group did not require a statutory audit under the Companies Act 2006 in the prior year.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £3,000,801 (2024 as restated £4,217,195 loss).
Super Smashing Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2 Westland Place, London, England, N1 7LP.
The group consists of Super Smashing Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Super Smashing Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 January 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
The groups revenue for the year ended 31 January 2025, grew from £6,289,235 in 2024 to £9,355,507. This represents revenue growth of 49% from 2024. Cash absorbed from operations for the year decreased from £6,436,423 in 2024 to £1,525,861 in 2025.
The group has made a net loss for the year ended 31 January 2025 of £6,821,579 (2024: £8,483,831) and had net liabilities at the balance sheet date of £5,837,386 (2024: £668,959). Included in this loss are non-cash accounting adjustments including an increase in deferred income of £3,437,109 (2024: £473,226) and a share based payment expense of £1,803,719 (2024: £2,486,097).
The directors have prepared detailed forecasts which have considered the principal risks and opportunities. The opportunities include advancing the service they provide to continue to grow their customer base and revenues. Meanwhile there are further opportunities for scaling resources across the business. This will allow the business to be adaptable to any changing market conditions by having adequate cash resources at its disposal. These forecasts include an additional loan facility being available as, after the year end, the group and parent company secured an additional loan facility with HSBC of £7m resulting in a total loan facility of £13 million. Securing this additional loan facility allows the company to meet its obligations for at least a period of twelve months from the date of approval of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The Group is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value employees share schemes but does require inputs based on best estimates from management and third party professional advisers.
The carrying value of investments in subsidiaries is reviewed annually for any indications of impairment. In determining whether any impairment is required, management makes a number of estimates in respect of future cash flows and future earnings growth, as well as reviewing the current net asset position of these entities. Following their assessment and review, the directors have determined that no impairment (2024: £nil) should be recorded against the carrying value of fixed asset investments.
The group and parent company considers if there are any indicators of impairment on financial assets such as tangible and intangible fixed assets. Where there are indicators of impairment, the assets are tested for impairment. In determining whether any impairment is required, management make a number of estimates in respect of the allocation of assets to cash-generating units, future cash flows and future earnings growth. Following their assessment and review, the directors have determined that no impairment (2024: £nil) should be recorded against the carrying value of fixed assets.
The recognition and measurement of deferred income requires management to make estimates regarding the stage of completion of performance obligations and the appropriate deferral period for income received in advance. These estimates are based on the customer. Management regularly reviews these estimates to ensure deferred income balances accurately reflect the Group’s remaining obligations.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors who exercised share options during the year was 1 (2024 - 0).
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The options outstanding at 31 January 2025 had an exercise price ranging from 0.0001 to 2.31, and a remaining contractual life of up to 10 years.
The options outstanding at 31 January 2025 had an exercise price ranging from 0.0001 to 2.31, and a remaining contractual life of up to 10 years.
In June 2025, the parent company secured an additional £13 million loan from HSBC for the purpose of increasing the groups cash resources to develop the business and product.
HSBC shall be granted a warrant to purchase 41,224 shares of the Company's Preferred Series A-2 Shares at an exercise price per share equivalent to the Strike Price.
The key terms of this warrant are: the warrant shall be issued on the lenders standard template document and will;
(i) be exercisable for 10 years from the date of issuance
(ii) survive merger or acquisition (except all-cash and/or public stock acquisitions
(iii) allow cashless exercise in the whole or part;
(iv) benefit from down round protections that apply to the other shareholders;
(v) benefit from adjustment in the event of a corporate restructuring of the share structure, e.g. the capitalisation of profits or reserves, sub-divisions or consolidation of shares or the purchase or redemption of shares by the Company.
The remuneration of key management personnel is as follows.
Development costs of £1,371,256 at 31 January 2024 have been capitalised as intangible fixed assets in the Group and Parent Company balance sheet. Amortisation of £168,830 was recognised in the company and group profit and loss account. This adjustment has increased the Group and Parent Company net assets at 31 January 2024 and the profit for the year ending 31 January 2024 by £1,202,426.
During the year the Group change its policy for recognising implementation revenue. This resulted in an increase in revenue recognised in the year ending 31 January 2024 for the Group of £70,142 and in the Parent Company of £41,367. This adjustment has increased the net assets of the Group and the Parent Company by £70,142 and £41,367 respectively. This also resulted in an opening balances adjustment for the year ending 31 January 2024, increasing of the net assets of the Group and the Parent Company by £75,113 and £12,620 respectively.
Investment in subsidiaries have increased by £204,481 at 31 January 2024 in the Parent Company balance sheet to better reflect the nature of share based payment transactions between group entities. This increased the net assets of the Parent Company by £204,481.