The directors present the strategic report for the year ended 31 December 2024.
The directors are pleased to report the business’s results for the period ended 31 December 2024. The group has a strong business model and growing enterprise focus now in place based on long-term software as a service (“SaaS”) licences with contracts typically ranging from one to three years duration. Customers now rely on Global App Testing’s combined technical and commercial approach to quality, allowing Agile and DevOps teams to release faster and therefore more often to market with more confidence.
Key highlights for the period were:
Revenue generated approached $10m
Solid performance driven by both customer growth and internal restructuring; and
The group navigated a difficult global macroeconomic market, maintaining its position
The board regularly reviews and considers potential risks for all group entities. The group’s operations are moderately exposed to several financial and operational risks which could have an impact on the group’s performance. These are set out for clarity below:
Foreign exchange currency risk
The group is exposed to foreign exchange risk from future commercial transactions, recognised assets and liabilities and investments in, and loans between, group undertakings with different functional currencies. The group manages such risk, primarily within undertakings whose functional currencies are the US dollar, by:
Use of natural hedges via income and expenditure for multi-currency income;
Pricing adjustments with key stakeholders in relation to GBP and USD exchange movements;
Regular reviews of individual currency funding requirements and associated exchange rate movements;
The principal transaction exposures are to the pound sterling, Romanian leu and the Polish zloty.
Interest rate risk
The group is financed through a revolving facility linked to SONIA and is therefore subject to risk around interest rate volatility. The board reviews the capital structure of the group continually.
Liquidity risk
The group manages its cash and borrowing requirements centrally to ensure that each entity has sufficient liquid resources to meet the operating needs of its businesses.
Credit risk
The group’s credit risk is primarily attributable to customer payments; customers are often billed annually in advance, reducing the amount of credit risk. Smaller customers are offered payment terms which, in some cases, lead to unrecoverable debt. Credit exposures to these credit risks are monitored on an ongoing basis, and provisions are made in the financial statements.
Skill and employee's risk
The group’s strategy is underpinned by the quality of employees. We continue to develop, nurture and recruit the highest calibre of staff in order to support the group's vision.
Price risk
The group enters into pricing agreements with its suppliers, where possible and commercially feasible, in order to mitigate pricing risk.
The group aims to be one of the world’s leading software testing solution providers. The group leverages a global community of testers to conduct the real-world testing of mobile apps, websites and software products to allow companies to release high-quality software more frequently anywhere in the world. This community fluctuates in size but averages over 90,000 testers for the year. These individuals are passionate professionals who have deep knowledge of the changing software testing landscape.
The group is always looking to recruit, engage and retain the highest calibre of staff as it continues to invest in its hybrid platform and services offering to manage these testers and deliver premium test results for some of the best-known technology companies in the world.
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future, despite the fact that liabilities exceeded assets on the group balance sheet as at 31 December 2024. The Preference share capital of $48,754,203 (2023: $49,578,283) has a fixed rate of dividend and a mandatory redemption and is therefore carried on the balance sheet as a long-term financial liability, along with accrued Preference share dividends of $10,377,525 (2023: $5,939,988). On 15 July 2025, the group allotted additional share capital, including preference shares for total proceeds of £1,000,000 ($1,339,457) to further strengthen the group's working capital position. The working capital position of the group has further been enhanced by a capital repayment holiday on the group bank loan for Q2 and Q3 of 2025. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Performance is monitored for all group entities monthly and reported to the board of directors against the agreed budgets, along with a number of other key performance indicators.
Key measures of the group’s performance for the year were as follows:
Year ended 31 December 2024
Turnover $10,003,958
EBITDA ($227,196)
Headcount 74
Year ended 31 December 2023
Turnover $8,697,410
EBITDA ($3,693,167)
Headcount 87
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Information relating to events since the end of the year is given in the notes to the financial statements.
We have audited the financial statements of Gamma Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.
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.
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 $656,232 (2023 as restated - $258,267 loss).
Gamma Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor, 90-92 Pentonville Road, London, United Kingdom, N1 9HS.
The group consists of Gamma Topco 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 US Dollars, which is the presentational currency of the company and group. Monetary amounts in these financial statements are rounded to the nearest $.
The functional currency of the company and certain group entities is deemed to be pounds sterling. However, the functional currency of certain other group entities is deemed to be US Dollars.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Gamma Topco 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 December 2024. 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.
The directors have prepared a going concern assessment based on forecasts to December 2026. They have considered the opportunities and risks facing the group and any such impact on the future cash flows the business is able to generate. With the backing of majority investors, the directors have concluded that the group can continue to service its financial obligations as they fall due.
At the time of approving the financial statements, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. 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.
Turnover from a contract to provide services is recognised in the period in which the services are to be provided when the following can be satisfied:
● the amount of turnover can be measured reliably and accurately
● It is probable that the company will receive the consideration due as per the contractual terms
● the period of service can adequately be identified
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.
Interest bearing loans owed by group entities that are due for settlement in more than one year have been classified as fixed asset investments. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Unpaid amounts in relation to interest receivable on loan notes are allocated to the principal amount owed annually on 31 December and thus recognised within fixed asset investments.
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.
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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
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.
Where shares are deemed to be debt instruments in line with the commercial substance of the arrangements in place, amounts are recognised as liabilities. The A Preference, A1 Preference and B Preference shares have no voting rights, are entitled to a fixed cumulative dividend at a rate of 10% per annum (till 25 April 2023 only for B Preference shares) and have a fixed redemption date of 16 August 2029. Accordingly, A Preference shares, A1 Preference shares and B Preference shares have been recognised within liabilities.
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 group 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.
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.
Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date.
Gains and losses arising on translation in the period are included in profit or loss for group entities where the functional currency is deemed to be US dollars. Gains and losses arising on translation in the period are included in other comprehensive income for group entities where the functional currency is deemed to be pounds sterling.
Exceptional items
Exceptional items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the company and group.
Related parties
The company and group has taken advantage of exemption under the terms of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.
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 amortisation charge for goodwill is sensitive to changes in the estimated useful life of the asset with the useful life re-assessed at each reporting date. it is amended when necessary to reflect current estimated based on future expected income.
The directors have made key assumptions regarding the useful life of goodwill on consolidation and have determined that it has a useful life of 10 years, as in the directors' opinion, the useful life of the acquired subsidiaries can be demonstrated as having a 10 year useful life. The 10 year period is considered appropriate to match the anticipated future profitability arising from those customer contracts and from continued future growth within the trade of the group.
Exceptional items of $63,362 (2023: $Nil) have been incurred in relation the recruitment of certain key management of the company and group. Further costs of $618,354 (2023: $Nil) have been incurred in relation to restructuring and employee departures within the group as well as associated legal and professional fees.
Exceptional items of $582,696 (2023: $Nil) have been incurred in relation to an aborted acquisition of a third party entity.
The group provides services for customers with global territories and as such a breakdown of turnover by geographical location has not been deemed relevant.
Further foreign exchange gains of $528,116 (2023: $728,711 losses) have also been recognised within other comprehensive income for group entities whereby the functional currency is not US dollars.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
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:
Based on the forecast short term utilisation of taxable losses, no deferred tax asset has been recognised in relation to the available taxable losses of the group. Accordingly, the group has an unrecognised deferred tax asset in the region of $4,100,000 (2023: $3,300,000), based on an anticipated future tax rate of 25% effective from 1 April 2023.
The future deductibility of unpaid interest charges for the group has yet to be assessed in full. Accordingly, the above unrecognised deferred tax asset is exclusive of amounts in relation to unpaid interest charges.
All intangible fixed assets of the group are secured by fixed and floating charges relating to a group bank loan facility.
Tangible fixed assets with a carrying value of $54,890 (2023: $68,182) are secured by fixed and floating charges relating to a group bank loan facility.
Loans to subsidiaries are unsecured and interest is charged at 10% per annum. All amounts are due by 16 August 2029.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Amounts owed by group undertakings are unsecured and repayable on demand.
Debtor balances of $2,143,401 (2023: $2,420,062) are secured by fixed and floating charges relating to a group bank loan facility.
Amounts owed to group undertakings are unsecured and repayable on demand.
The bank loan of $5,154,113 (2023: $4,869,170) is stated net of arrangement fees and is due by quarterly instalments of $313,021 (2023: $302,540) commencing 31 December 2024, with the remaining balance all due by 16 August 2027. Interest is charged at 6% plus the compounded reference rate for that day. Updated terms have been agreed with the bank since the Balance Sheet date and as a result no capital repayments are to fall due for quarters two and three of 2025.
The bank loan is denominated in GBP and so the amounts recognised are inclusive of foreign exchange gains via other comprehensive income of $27,536 (2023: $256,645 loss).
The bank loan is secured against all assets of the company and certain fellow group undertakings.
As at 31 December 2024, the amount owed in relation to Preference shares, includes unpaid dividends of $10,377,525 (2023 as restated: $5,939,988).
Called up share capital represents the nominal value of shares that have been issued.
Each, A, B and C Ordinary share entitles its holder to one vote. All A, B and A1 Preference shares are non-voting.
A and A1 Preference shares carry rights to an annual 10% cumulative dividend, with B Preference shares carrying this rights up till 25 April 2023. Dividends are receivable by A, B and C Ordinary shares, after payment of the Preference share dividend, with Preference share dividends payable first on A Preference shares, then A1 Preference shares and then B Preference shares (for amounts accrued up to 25 April 2023). All Preference shares are due to be redeemed for cash on 16 August 2029.
On any return of capital, monies will be paid first to A Preference shareholders including any accrued dividend, second to A1 Preference shareholders including any accrued dividend, third to B Preference shareholders including any accrued dividend and then to A, B and C Ordinary shareholders, which will be treated as one class.
An amount of $27,732 (2023: $27,732) is due to the company in relation to unpaid C Ordinary share capital.
In year movements
Ordinary share capital has seen allotments of $7 in relation to 525 C Ordinary shares for total proceeds of $664.
Other movements in share capital are due to foreign exchange.
The share premium account represents the amount subscribed for share capital in excess of nominal value.
The other reserves relate to foreign exchange differences arising on translation of the functional currency of each group company to the presentational currency of the relevant company.
Retained earnings includes all current period retained profits and losses and dividends paid out.
As at 31 December 2024, the group had no commitments, guarantees or contingencies other than leasing commitments of $171,734 (2023: $296,004) as disclosed in note 24.
The company is part of an unlimited multilateral guarantee given to the group's bankers involving certain of its fellow group undertakings. At 31 December 2024 the maximum extent of this guarantee amounted to $5,229,347 (2023: $4,869,170).
As at 31 December 2024 the company had further total guarantees, contingencies and commitments of $Nil (2023: $Nil).
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company allotted 998,837 A2 preference shares of £0.01 for proceeds of £1.00 per share and 116,337 D Ordinary shares of £0.01 for proceeds of £0.01 per share on 15 July 2025 and as such total proceeds of $1,339,457 were received. Updated memorandum and articles of associated were adopted at the same date.
On 3 October 2025 the company entered into a Deed of Assignment to transfer certain balances owed by a group company of $4,164,250 to Gamma Bidco Limited. On 3 October 2025, Spa Worldwide Limited, a subsidiary company entered into a Deed of Capitalisation to allot an Ordinary Share of £0.00001 to Gamma Bidco Limited, its immediate parent company, for total proceeds of $8,754,324. As such, amounts owed of $8,754,324, of which $7,516,542 was owing by Spa Worldwide Limited at 31 December 2024 were discharged in full.
The remuneration of key management personnel is as follows.
During the year the group entered into the following transactions with related parties:
As at 31 December 2024 an amount of $126,466 (2023: $126,466) is recognised within accruals due within one year in relation to entities with control, joint control or significant influence over the company.
The following amounts were outstanding at the reporting end date:
The above amounts are in relation to amounts owed in relation to Preference Shares. These amounts are inclusive of Preference Share dividends to entities with control, joint control or significant influence over the company of $3,143,383 (2023: $2,687,465), directors of $568,130 (2023: $680,248) and other key management personnel of $35,601 (2023: $24,999).
The following amounts were outstanding at the reporting end date:
The above amounts are recognised within other debtors due within one year and are in relation to unpaid share capital.
Dividends on certain preference shares classified as debt for the company and group ceased to accrue on 25 April 2023. Accordingly, the finance cost recognised for the year ended 31 December 2023 has been reduced by $927,454. As these preference shares are nominated in GBP, the resulting retranslation on foreign exchange recognised via other comprehensive income has seen an additional loss of $91,792. As such, the total liability recognised as at 31 December 2023 has been reduced by $835,662.