IRIS Accounts Production v25.4.0.155 08474521 Board of Directors 1.5.24 30.4.25 30.4.25 false true false false true false Ordinary 0.0 Series Seed 0.0 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 08474521 2024-04-30 08474521 2025-04-30 08474521 2024-05-01 2025-04-30 08474521 2023-04-30 08474521 2023-05-01 2024-04-30 08474521 2024-04-30 08474521 ns15:EnglandWales 2024-05-01 2025-04-30 08474521 ns14:PoundSterling 2024-05-01 2025-04-30 08474521 ns10:Director1 2024-05-01 2025-04-30 08474521 ns10:PrivateLimitedCompanyLtd 2024-05-01 2025-04-30 08474521 ns10:SmallEntities 2024-05-01 2025-04-30 08474521 ns10:AuditExempt-NoAccountantsReport 2024-05-01 2025-04-30 08474521 ns10:SmallCompaniesRegimeForDirectorsReport 2024-05-01 2025-04-30 08474521 ns10:SmallCompaniesRegimeForAccounts 2024-05-01 2025-04-30 08474521 ns10:FullAccounts 2024-05-01 2025-04-30 08474521 ns10:OrdinaryShareClass1 2024-05-01 2025-04-30 08474521 ns10:OrdinaryShareClass2 2024-05-01 2025-04-30 08474521 ns10:Director2 2024-05-01 2025-04-30 08474521 ns10:Director3 2024-05-01 2025-04-30 08474521 ns10:Director4 2024-05-01 2025-04-30 08474521 ns10:RegisteredOffice 2024-05-01 2025-04-30 08474521 ns5:CurrentFinancialInstruments 2025-04-30 08474521 ns5:CurrentFinancialInstruments 2024-04-30 08474521 ns5:Non-currentFinancialInstruments 2025-04-30 08474521 ns5:Non-currentFinancialInstruments 2024-04-30 08474521 ns5:ShareCapital 2025-04-30 08474521 ns5:ShareCapital 2024-04-30 08474521 ns5:SharePremium 2025-04-30 08474521 ns5:SharePremium 2024-04-30 08474521 ns5:FurtherSpecificReserve1ComponentTotalEquity 2025-04-30 08474521 ns5:FurtherSpecificReserve1ComponentTotalEquity 2024-04-30 08474521 ns5:RetainedEarningsAccumulatedLosses 2025-04-30 08474521 ns5:RetainedEarningsAccumulatedLosses 2024-04-30 08474521 1 2024-05-01 2025-04-30 08474521 ns5:ComputerEquipment 2024-05-01 2025-04-30 08474521 ns5:ComputerEquipment 2024-04-30 08474521 ns5:ComputerEquipment 2025-04-30 08474521 ns5:ComputerEquipment 2024-04-30 08474521 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-04-30 08474521 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-04-30 08474521 ns5:CurrentFinancialInstruments 2024-05-01 2025-04-30 08474521 ns5:Non-currentFinancialInstruments 2024-05-01 2025-04-30 08474521 ns10:OrdinaryShareClass1 2025-04-30 08474521 ns10:OrdinaryShareClass2 2025-04-30

REGISTERED NUMBER: 08474521 (England and Wales)

Unaudited Financial Statements

for the Year Ended 30 April 2025

for

PICFAIR LIMITED

| PICFAIR LIMITED (REGISTERED NUMBER: 08474521) |

Contents of the Financial Statements

for the year ended 30 April 2025

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| PICFAIR LIMITED |

Company Information

for the year ended 30 April 2025

| Directors: | D S Bower

| S A Guild

| G W Jones

| B S Lanyado

| Registered office: | Building 423 - Sky View (Ro)

| Argosy Road

| Castle Donington, East Midlands Airport

| Derby

| Derbyshire

| DE74 2SA

| Registered number: | 08474521 (England and Wales)

| Accountants: | Cooper Parry Advisory Limited

| Broadwalk House, 5th Floor

| 5 Appold Street

| Broadgate

| London

| EC2A 2AG

| PICFAIR LIMITED (REGISTERED NUMBER: 08474521) |

Balance Sheet

30 April 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

Fixed assets

Tangible assets | 4 | - |  | 304 |  |

Current assets

Debtors | 5 | 4,036 |  | 12,710 |  |

Cash at bank | 37,046 |  | 49,844 |  |

41,082 |  | 62,554 |  |

Creditors

Amounts falling due within one year | 6 | 1,095,286 |  | 1,040,481 |  |

Net current liabilities | (1,054,204 | ) | (977,927 | ) |

Total assets less current liabilities | (1,054,204 | ) | (977,623 | ) |

Creditors

Amounts falling due after more than one year | 7 | 64,790 |  | - |  |

Net liabilities | (1,118,994 | ) | (977,623 | ) |

Capital and reserves

Called up share capital | 8 | 3 |  | 3 |  |

Share premium | 5,291,893 |  | 5,291,893 |  |

Other reserves | 203,176 |  | 203,176 |  |

Retained earnings | (6,614,066 | ) | (6,472,695 | ) |

Shareholders' funds | (1,118,994 | ) | (977,623 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 April 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 April 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 21 November 2025 and were signed on its behalf by:

B S Lanyado - Director

| PICFAIR LIMITED (REGISTERED NUMBER: 08474521) |

Notes to the Financial Statements

for the year ended 30 April 2025

1. | Statutory information

| Picfair Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2. | Accounting policies

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Going Concern

| The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however, the directors believe the company's cash position will be sufficient for the company to meet its future obligations, if and when they become due. The directors have also identified additional income streams which will improve the company's cash position. On this basis, the directors are therefore of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.

| Critical accounting judgements and key sources of estimation uncertainty

| The company has to measure the cost of the equity settled share based payment scheme and make a charge to the income statement for the incremental cost of the vested options at the end of the period. The market value of the shares over which options have been granted, at the date of grant, has been estimated based on the value of shares in issue around the grant date of the options. There have been no other significant judgements or estimates applied to the numbers contained within these financial statements.

| Turnover

| Turnover represents income derived from users of the online platform. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales.

| Revenue recognition

| The company operates a subscription based model with 1 month being the minimum subscription period. The company recognises subscription on a monthly basis.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Computer equipment | - | 25% on cost

| Financial instruments

| Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

| Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

| Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

| Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

| PICFAIR LIMITED (REGISTERED NUMBER: 08474521) |

Notes to the Financial Statements - continued

for the year ended 30 April 2025

2. | Accounting policies - continued

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current taxation assets and liabilities are not discounted.

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

| Research and development

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

| Foreign currencies

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

| Pension costs and other post-retirement benefits

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

| Share-based payments

| The company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.

3. | Employees and directors

| The average number of employees during the year was 7 (2024 - 7 ) .

4. | Tangible fixed assets

Computer |

equipment |

| £

| Cost

| At 1 May 2024 | 20,084 |  |

| Disposals | (4,709 | ) |

| At 30 April 2025 | 15,375 |  |

| Depreciation

| At 1 May 2024 | 19,780 |  |

| Charge for year | 304 |  |

| Eliminated on disposal | (4,709 | ) |

| At 30 April 2025 | 15,375 |  |

| Net book value

| At 30 April 2025 | - |  |

| At 30 April 2024 | 304 |  |

| PICFAIR LIMITED (REGISTERED NUMBER: 08474521) |

Notes to the Financial Statements - continued

for the year ended 30 April 2025

5. | Debtors: amounts falling due within one year |

2025 | 2024 |

| £ | £

| Other debtors | 4,036 |  | 12,710 |  |

6. | Creditors: amounts falling due within one year |

2025 | 2024 |

| £ | £

| Bank loans and overdrafts | 98,567 |  | 26,390 |  |

| Trade creditors | 14,374 |  | 3,417 |  |

| Taxation and social security | 17,722 |  | 18,660 |  |

| Other creditors | 964,623 |  | 992,014 |  |

1,095,286 |  | 1,040,481 |  |

| Included within other creditors are convertible loan notes of £768,561 (2024: £768,561), which are convertible into equity of the company on the occurrence of a conversion event, otherwise on the maturity date of 31 October 2025.The loan notes do not accrue interest.

| Included within bank loans and overdrafts is a business loan of £23,567 (2024: £26,390). The loan is unsecured and incurs financing fees on a monthly basis.

7. | Creditors: amounts falling due after more than one year |

2025 | 2024 |

| £ | £

| Bank loans | 64,790 |  | - |  |

| Included within bank loans is a business loan of £64,790 (within one year £75,000). This loan was entered into on 20 February 2025 and has a final repayment date of 20 February 2027. This loan is unsecured and bears interest at a rate of 2.21%.

8. | Called up share capital

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

value: |  | £ | £

| 1,084,120 | Ordinary | 0.000001 | 1 |  | 1 |  |

| 2,144,054 | Series Seed | 0.000001 | 2 |  | 2 |  |

3 |  | 3 |  |

| The ordinary shares of the company have full voting, dividend, and capital distribution rights, including rights on winding up. They do not confer any rights of redemption.

| The series seed shares carry one vote per share under all circumstances. They have no additional rights to dividends or capital distribution are attached.

9. | Ultimate controlling party

| The directors consider there to be no ultimate controlling party.

10. | Share-based payment transactions

| The company operates an EMI share option scheme, and as at the year end, the company had granted 191,100 (2024: 191,100) EMI qualifying share options to 12 employees of the company. At the statement of financial position date, of the 189,883 share options vested (2024: 189,883) 1,217 had been exercised (2024: 1,217) and 0 had lapsed (2024: 0). Share options generally vest over a 4 year period with a 1 year cliff from the date of grant.