ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 08212039 (England and Wales)

URBAN AIRSHIP UK LIMITED

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


URBAN AIRSHIP UK LIMITED

COMPANY INFORMATION

Directors	V R Llewellyn
	J Russell


Registered number	08212039


Registered office	Birchin Court
	5th Floor
	19-25 Birchin Lane
	London
	United Kingdom
	EC3V 9DU


Independent auditors	ZEDRA Corporate Reporting Services (UK) Limited


URBAN AIRSHIP UK LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11 - 12
Company Balance Sheet	13 - 14
Consolidated Statement of Changes in Equity	15
Company Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17
Notes to the Financial Statements	18 - 36


URBAN AIRSHIP UK LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present the Strategic Report and audited consolidated financial statements of the Urban Airship UK Limited ("the Parent Company") and its subsidiaries ("the Group") for the year ended 31 December 2024.

Business review

The Parent Company is a cost-plus entity consisting primarily of employee related costs (including wages, salaries and other compensation, payroll taxes, benefits, and share based payments) as well as general and administrative (“G&A”) costs. The Parent Company’s payroll related costs saw an increase of 10.3% between 2023 and 2024, which was largely consistent with the change in headcount (31 average employees in 2024 and 25 in 2023). Across the group, payroll related costs remained flat between 2023 and 2024, which is also consistent with a slight increase in headcount (86 average employees in 2024 and 82 in 2023).
The other primary expense drivers include G&A costs, which were steady between 2023 and 2024. This was primarily due to a reduction in lease expenditure which was offset by an increase in recruitment fees and marketing expenditure. For the Group, rent and lease expenses decreased by £0.22m, marketing & consulting fees increased by £0.10m, recruiting fees and other G&A expenses increased by £0.04m.
The Group’s revenue is generated through cost-plus activities and reseller revenue with the latter being derived from the activities of Airship France SAS, an indirect subsidiary of the Parent Company. During 2024, the Group completed migrating third-party contract renewals from Airship France SAS to the US ultimate parent company.
Subscription sales increased from £3.67m in 2023 to £3.92m in 2024, primarily due to year-over-year price escalations in the existing customer base. Professional services increased from £0.65m in 2023 to £0.75m in 2024. The Group intercompany service fees remained flat at £11.21m across 2023 and 2024 due to overall expenditure being consistent across both years.
The Group’s consolidated operating loss decreased to £0.28m in 2024 from £0.68m in 2023, primarily driven by the increase in subscription sales.

Principal risks and uncertainties

Brexit & EU Policies
The Group has continued to experience limited short-term impact from Brexit and has maintained its ability to deliver services across Europe throughout 2024. The directors have not made any modifications to the financial statements in relation to Brexit.
However, the evolving regulatory landscape in Europe, particularly around digital services, data sovereignty, and cross-border taxation, presents emerging challenges. The Group operates four subsidiaries within the EU (European Union) and remains attentive to regulatory developments, currency volatility, and any restrictions that could affect trade or operations. Strategic contingency planning continues to be in place to mitigate these risks.
Foreign currency and inflation
Currency volatility - especially concerning the Euro, US Dollar, and British Pound - has persisted in 2024, influenced by continued geopolitical uncertainty, including the sustained impacts of the war in Ukraine and economic instability in several global markets.
The Group has partially offset currency risk by aligning revenue and expenditure across the same currencies (GBP and EUR), while inflation-related cost pressures have been managed through procurement efficiencies and strict operational cost controls. The directors actively monitor these factors and are prepared to implement further financial strategies if macroeconomic conditions worsen.

Page 1


URBAN AIRSHIP UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Key performance indicators

The Group's key performance indicator is healthy and sustainable turnover, which saw an increase of £0.38m to £15.88m in 2024. As the Group fully transitioned to cost-plus relationships in 2023/2024, local platform revenue was phased out and intercompany service fees and reseller revenue have seen increases, with the exception of a cost of goods sold reclassification.

Future developments

The Group will continue to operate under its cost-plus structure, with no significant changes planned for 2025. The focus remains on optimizing service delivery to the US parent company while supporting European market activity. While expansion is not a strategic priority, the Group will remain agile and ready to respond to market opportunities or operational risks as they arise.

This report was approved by the board and signed on its behalf.

J Russell

Director

Date: 4 December 2025

Page 2


URBAN AIRSHIP UK LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

In accordance with s414c(11) of the Companies Act 2006, certain information that is required to be included in the Directors' Report has been otherwise included in the Strategic Report, including information in relation to future developments.

Principal activity

The principal activity of the Group during the year was that of the provision of software subscriptions and support services to the ultimate parent company.

Directors

The directors who served during the year were:

V R Llewellyn

J Russell

W K Seulean (resigned 25 October 2024)

Results and dividends

The loss for the year, after taxation, amounted to £1,022,695 (2023 - loss £1,646,226).

No dividends were declared, paid or payable during the reporting period (2023: £NIL).

Directors' responsibilities statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

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

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

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

Page 3


URBAN AIRSHIP UK LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

This report was approved by the board and signed on its behalf.

J Russell

Director

Date: 4 December 2025

Page 4


URBAN AIRSHIP UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF URBAN AIRSHIP UK LIMITED

Opinion

We have audited the financial statements of Urban Airship UK Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the 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.

Page 5


URBAN AIRSHIP UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF URBAN AIRSHIP UK LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Page 6


URBAN AIRSHIP UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF URBAN AIRSHIP UK LIMITED (CONTINUED)

Page 7


URBAN AIRSHIP UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF URBAN AIRSHIP UK LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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

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

∙we identified the laws and regulations applicable to the Group through discussions with management, and from our commercial knowledge;

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

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

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

∙we communicated with the component auditors on a timely basis and reviewed the working papers in line with the instructions sent out.

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

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

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

We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures included but were not limited to substantive testing from customer contracts and performing appropriate year end cut off testing.
To address the risk of fraud through management bias and override of controls, we:

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

∙tested journal entries to identify unusual transactions;

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

∙investigated the rationale behind significant or unusual transactions; and

∙communicated with the component auditors over their fraud procedures and findings.

Page 8


URBAN AIRSHIP UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF URBAN AIRSHIP UK LIMITED (CONTINUED)

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

∙agreeing financial statement disclosures to underlying supporting documentation;

∙enquiring of management as to actual and potential litigation and claims; and

∙reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

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 Auditors' 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.

Adam Wildbore FCCA (Senior Statutory Auditor)

for and on behalf of

ZEDRA Corporate Reporting Services (UK) Limited
Chartered Accountants and Statutory Auditors

Birchin Court

5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU

5 December 2025

Page 9


URBAN AIRSHIP UK LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	15,881,420	15,505,026
Cost of sales		(4,536,561)	(5,414,128)
Gross profit		11,344,859	10,090,898
Administrative expenses		(11,629,771)	(10,849,566)
Other operating income	5	-	79,219
Operating loss	6	(284,912)	(679,449)
Interest receivable and similar income	8	1,779	-
Interest payable and similar expenses	9	(652,483)	(661,024)
Loss before taxation		(935,616)	(1,340,473)
Tax on loss	11	(87,079)	(305,753)
Loss for the financial year		(1,022,695)	(1,646,226)


Currency translation differences	150,480	(2,162)
Other comprehensive income for the year	150,480	(2,162)
Total comprehensive income for the year	(872,215)	(1,648,388)

Loss for the year attributable to:
Owners of the Parent Company	(1,022,695)	(1,646,226)
	(1,022,695)	(1,646,226)

The notes on pages 18 to 36 form part of these financial statements.

Page 10


URBAN AIRSHIP UK LIMITED REGISTERED NUMBER:08212039

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible fixed assets	14		2,662,752		3,108,454
Tangible fixed assets	15		44,503		28,327
Fixed asset investments	16		12		12
			2,707,267		3,136,793
Current assets
Debtors: amounts falling due within one year	17	12,599,714		10,538,910
Bank and cash balances		975,114		1,376,178
		13,574,828		11,915,088
Creditors: amounts falling due within one year	18	(9,005,451)		(6,834,327)
Net current assets			4,569,377		5,080,761
Total assets less current liabilities			7,276,644		8,217,554
Creditors: amounts falling due after more than one year	19		(7,506,271)		(7,880,560)
Provisions for liabilities
Deferred taxation	20	(221,263)		(209,912)
			(221,263)		(209,912)
Net (liabilities)/assets			(450,890)		127,082

Page 11


URBAN AIRSHIP UK LIMITED REGISTERED NUMBER:08212039

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Capital and reserves
Called up share capital	21	3	3
Share premium account	22	6,520,753	6,520,753
Foreign exchange reserve	23	(72,434)	(222,914)
Capital contribution reserve	23	2,468,900	2,174,657
Profit and loss account	23	(9,368,112)	(8,345,417)
Equity attributable/(owed) to owners of the Parent Company		(450,890)	127,082
		(450,890)	127,082

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Russell

Director

Date: 4 December 2025

The notes on pages 18 to 36 form part of these financial statements.

Page 12


URBAN AIRSHIP UK LIMITED REGISTERED NUMBER:08212039

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	16		6,542,074		6,542,074
			6,542,074		6,542,074
Current assets
Debtors: amounts falling due within one year	17	1,631,188		1,283,953
Bank and cash balances		172,861		267,856
		1,804,049		1,551,809
Creditors: amounts falling due within one year	18	(283,692)		(161,864)
Net current assets			1,520,357		1,389,945
Total assets less current liabilities			8,062,431		7,932,019

Provisions for liabilities
Deferred taxation	20	(92)		-
			(92)		-
Net assets			8,062,339		7,932,019

Page 13


URBAN AIRSHIP UK LIMITED REGISTERED NUMBER:08212039

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

	2024	2023
Note	£	£

Capital and reserves
Called up share capital	21	3	3
Share premium account	22	6,520,753	6,520,753
Capital contribution reserve	23	808,866	709,050
Profit and loss account	23	732,717	702,213
		8,062,339	7,932,019

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Russell

Director

Date: 4 December 2025

The notes on pages 18 to 36 form part of these financial statements.

Page 14

		URBAN AIRSHIP UK LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Foreign exchange reserve	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2023	3	6,520,753	(220,752)	1,965,742	(6,699,191)	1,566,555
Comprehensive loss for the year
Loss for the year	-	-	-	-	(1,646,226)	(1,646,226)
Foreign exchange translation	-	-	(2,162)	-	-	(2,162)
Total comprehensive loss for the year	-	-	(2,162)	-	(1,646,226)	(1,648,388)
Share based payment	-	-	-	208,915	-	208,915

At 1 January 2024	3	6,520,753	(222,914)	2,174,657	(8,345,417)	127,082
Comprehensive loss for the year
Loss for the year	-	-	-	-	(1,022,695)	(1,022,695)
Foreign exchange translation	-	-	150,480	-	-	150,480
Total comprehensive loss for the year	-	-	150,480	-	(1,022,695)	(872,215)
Share based payment	-	-	-	294,243	-	294,243
At 31 December 2024	3	6,520,753	(72,434)	2,468,900	(9,368,112)	(450,890)

Page 15


URBAN AIRSHIP UK LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	3	6,520,753	618,520	656,360	7,795,636
Comprehensive loss for the year
Profit for the year	-	-	-	45,853	45,853
Total comprehensive loss for the year	-	-	-	45,853	45,853
Share based payment	-	-	90,530	-	90,530

At 1 January 2024	3	6,520,753	709,050	702,213	7,932,019
Comprehensive loss for the year
Profit for the year	-	-	-	30,504	30,504
Total comprehensive loss for the year	-	-	-	30,504	30,504
Share based payment	-	-	99,816	-	99,816
At 31 December 2024	3	6,520,753	808,866	732,717	8,062,339

Page 16


URBAN AIRSHIP UK LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

				2024	2023
			Note	£	£

Cash flows from operating activities
Loss for the financial year		(1,022,695)	(1,646,226)
Adjustments for:
Amortisation of intangible assets	14	445,702	313,859
Depreciation of tangible assets	15	14,588	19,795
Loss on disposal of tangible assets	15	-	8,375
Share based payments	12	294,243	208,914
Interest accrued	9	650,705	661,024
Taxation charge	11	87,079	305,753
(Increase)/decrease in debtors	17	(2,382,154)	535,661
Increase in creditors	18,19	1,928,366	895,887
Corporation tax paid		(54,255)	(232,745)
Net cash generated from operating activities		(38,421)	1,070,297

Cash flows from investing activities
Purchase of tangible fixed assets	15	(30,925)	(12,316)
Net cash from investing activities		(30,925)	(12,316)
Cash flows from financing activities
Interest payable	9	(650,705)	(661,024)
Net cash used in financing activities		(650,705)	(661,024)
Net (decrease)/increase in cash and cash equivalents		(720,051)	396,957
Cash and cash equivalents at beginning of year		1,376,178	855,934
Foreign exchange gains and losses		318,987	123,287
Cash and cash equivalents at the end of year		975,114	1,376,178

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	975,114	1,376,178
	975,114	1,376,178

The notes on pages 18 to 36 form part of these financial statements.

Page 17


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Urban Airship UK Limited (the 'Parent Company') is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. Its registered office is Birchin Court, 5th Floor, 19-25 Birchin Lane, London, United Kingdom, EC3V 9DU. Its place of business is 1 St. Katharine's Way, London, E1W 1UN. The nature of the Group's operations are set out in the Directors' Report.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Parent Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The Group is in a net loss position in the year, this is largely due to global intercompany arrangements and as a result, the group are reliant on the ultimate parent company for financial support.
The Group has received written confirmation from the ultimate parent company, Airship Group, Inc., that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. The directors have reviewed the ultimate parent company's budgets and forecasts for at least at least 12 months from the date of approval of these financial statements and have demonstrated its ability to support the group. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

Page 18


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Turnover

Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intercompany sales
Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the ultimate parent company.
Subscription sales and professional services
Turnover also represents the sale and provision of software subscriptions, with implementation fees charged where necessary.
Group turnover is recognised when all of the following conditions are satisfied:

∙the amount of turnover can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Software subscription sales are recognised on a straight line basis over the subscription length. Implementation fees are recognised upfront.

Page 19


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Foreign currency translation

Functional and presentation currency

The parent company's functional and presentational currency is GBP.
The functional currency of the subsidiaries is Euros, which differs from the Group's presentational currency of GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Interest expense

Interest expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

Page 20


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

2.9

Operating leases: the Group as lessee

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

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.11

Share premium

Share premium account represents the excess of the issue price over the par value on shares issued less transaction costs arising on issue.

Page 21


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 22


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Customer relationships

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Customer relationships	-	15	years
				Goodwill	-	15	years

Intangible assets are amortised on a straight line basis.

2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold improvements	-	5	years
Fixtures and fittings	-	5	years
Computer equipment	-	3	years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 23


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.

2.17

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.19

Creditors

Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
Long-term creditors are amounts owed to group undertakings measured initially at transaction price and subsequently at amortised cost using the effective interest method. Interest is charged at 8% per annum.

Page 24


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below.
Depreciation, amortisation and residual values
The directors have reviewed the asset lives and associated residual values of all fixed asset classes, and have concluded that asset lives and residual values are appropriate.
The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, management consider factors such as technological innovation, product life cycles and maintenance programs. The directors acknowledge that this is a significant judgement and key source of estimation uncertainty which could result in a material impact to the financial statements.
The directors have undertaken a sensitivity analysis using different rates and economic lives and the changes in carrying value are not materially different to those reflected in the financial statements.
Impairment of investments
The valuation of the Parent Company's investment in its subsidiaries is reviewed by reference to the current and future value in use of these subsidiaries which are generating revenue on behalf of the Group. This judgement is reviewed annually and there is estimation uncertainty present in the expectation of future performance which is forecast by the directors. This is a significant judgement based on estimation which may have a material impact on the financial statements.
The directors have undertaken a sensitivity analysis using different future values in use and the changes in valuation are not materially different to those reflected in the financial statements.
Vesting of share options and units
The directors review the outstanding share options and units annually to assess the probability of vesting and exercise. They have concluded it is deemed probable that all options and units will vest and so the relevant expense has been recognised. The directors acknowledge that their estimation that all units will vest contains some estimation uncertainty which may have a material impact on the financial statements.

Page 25


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Intercompany sales	11,212,765	11,181,209
Subscription sales	3,921,701	3,671,516
Professional services	746,953	652,301
	15,881,419	15,505,026

Analysis of turnover by country of destination:

					2024	2023
					£	£

Rest of Europe	4,668,654	4,323,817
Rest of the World	11,212,765	11,181,209
	15,881,419	15,505,026

5.	Other operating income
		2024	2023
		£	£

Other operating income	-	79,219
	-	79,219

Amortisation of intangible fixed assets	445,702	313,859
Depreciation of tangible fixed assets	14,588	19,795
Auditors' remuneration for the audit of the Company and its subsidiaries	19,000	16,025
Exchange differences	309,281	(177,079)
Other operating lease rentals	332,464	552,873
Share-based payment	294,243	208,915

Page 26


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Staff salaries	7,261,207	7,220,140	2,967,247	2,758,634
Social security costs	1,658,990	1,614,777	434,419	325,901
Cost of defined contribution scheme	427,089	437,365	104,310	93,257
	9,347,286	9,272,282	3,505,976	3,177,792

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Sales & marketing staff	86	82	31	25

The directors who served during the year are also directors of other group companies and all directors' remuneration has been borne by those companies. The time spent by the directors attributable to the Group is deemed to be negligible.

8.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	1,779	-
		1,779	-

9.	Interest payable and similar expenses
		2024	2023
		£	£

	Interest payable on loans from group undertakings	652,483	661,024
		652,483	661,024

See note 18 for details.

Page 27


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £30,504 (2023 - £45,853).

Corporation tax
Current tax on profits for the year	58,280	97,719
	58,280	97,719
Foreign tax
Foreign tax on income for the year	28,799	208,034
	28,799	208,034
Total current tax	87,079	305,753

Loss on ordinary activities before tax

(935,616)

(1,340,473)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	(233,904)	(315,279)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	470,791	581,827
Capital allowances for year in excess of depreciation	-	3,004
Low rate taxes on overseas earnings	(157,723)	19,657
Adjustments to tax charge in respect of prior periods	8,021	249
Other timing differences leading to an increase in taxation	(106)	16,295
Total tax charge for the year	87,079	305,753

Page 28


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Share-based payments
	Employees of the Group have been granted options over the shares in the Group's ultimate parent as part of a stock incentive plan. The options are granted at an independently determined fair value using the Black-Scholes Option Pricing Model and vest according to service conditions. Generally, options granted for new hires vest 25% after completing one year of employment and then 1/36th per month thereafter for continued employment, and all other options vest 1/48th per month for continued employment. Vested options are generally exercisable until the tenth anniversary of the initial grant date for employees. Management has recognised an expense in relation to the above based on their expectation that all options will vest. An expense equivalent to the fair value of the options granted is recognised proportionately to the portion vested over the vesting period with a corresponding amount being recognised in the capital contribution reserve. An expense of £294,243 (2023: £208,915) has been recognised in 2024.
		Weighted average exercise price (pence) 2024	Number 2024	Weighted average exercise price (pence) 2023	Number 2023

Outstanding at the beginning of the year (as restated)	431	1,972,676	449	1,981,257
Granted during the year	174	454,033	153	103,425
Forfeited during the year	(33)	(29,703)	(128)	(87,756)
Exercised during the year	(57)	(500)	(43)	(24,250)
Outstanding at the end of the year	201	2,396,506	474	1,972,676

2024

2023

Exercisable at the end of the year

1,285,994

1,624,829

The Group uses the Black-Scholes option pricing model to estimate the value of the stock options on the date of grant. Black-Scholes is a widely used model for option pricing, used to calculate the value of options using current stock prices, expected interest rates, time to expiration and expected volatility. The weighted average expected option term for employee awards is based on the simplified method.

Page 29


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Financial commitments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£


Due within one year	191,862	100,620	5,120	14,445
	191,862	100,620	5,120	14,445

14.	Intangible assets
	Group

	Customer relationships	Goodwill	Total
	£	£	£
Cost
At 1 January 2024	4,366,311	318,910	4,685,221
Foreign exchange movement	(207,378)	-	(207,378)
At 31 December 2024	4,158,933	318,910	4,477,843
Amortisation
At 1 January 2024	1,467,566	109,201	1,576,767
Charge for the year on owned assets	286,709	21,317	308,026
Foreign exchange movement	(69,702)	-	(69,702)
At 31 December 2024	1,684,573	130,518	1,815,091
Net book value
At 31 December 2024	2,474,360	188,392	2,662,752
At 31 December 2023	2,898,745	209,709	3,108,454

Page 30


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.Intangible assets (continued)

The customer relationships arose on the acquisition of Accengage SAS in 2019.
As there remain contracts and customers in Accengage SAS, it is deemed that the customer relationships remain in existence. However, as the Group continues to migrate third-party contract renewals to the US ultimate parent company, reviews will be undertaken to ensure the intangible asset is carried at the correct value.
The carrying amount of customer relationships is material to the UK Group at the year end, with a carrying amount of £2.5m, and will continue to be amortised over 15 years for as long as this remains appropriate. At the year end there were 10 years left of amortisation.

All of the Group's intangible fixed assets are held in a subsidiary company.

15.	Tangible fixed assets
	Group

	Short-term leasehold improvements	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	-	3,413	277,028	280,441
Additions	10,744	-	20,181	30,925
Disposals	-	-	(6,136)	(6,136)
Exchange adjustments	-	(162)	-	(162)
At 31 December 2024	10,744	3,251	291,073	305,068
Depreciation
At 1 January 2024	-	2,675	249,439	252,114
Charge for the year on owned assets	4,477	522	9,589	14,588
Disposals	-	-	(6,136)	(6,136)
At 31 December 2024	4,477	3,197	252,892	260,566
Net book value
At 31 December 2024	6,267	54	38,181	44,502
At 31 December 2023	-	738	27,589	28,327

Page 31


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.Tangible fixed assets (continued)

	Company

		Computer equipment
		£
	At 1 January 2024	6,136
	Disposals	(6,136)
	At 31 December 2024	-

	At 1 January 2024	6,136
	Disposals	(6,136)
	At 31 December 2024	-
	Net book value
	At 31 December 2024	-
	At 31 December 2023	-

Page 32


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Fixed asset investments
	Group

		Unlisted investments
		£
	Cost or valuation
	At 1 January 2024	12
	At 31 December 2024	12

	Company

	Investments in subsidiary companies	Unlisted investments	Total
	£	£	£
Cost or valuation
At 1 January 2024	6,542,062	12	6,542,074
At 31 December 2024	6,542,062	12	6,542,074

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Airship Holdings France SAS	5 rue des Italiens 75009 Paris	Ordinary	100%
	Urban Airship Germany GmbH	Wiesenhüttenstr. 11 60329 Frankfurt am Main, Germany	Ordinary	100%

Unlisted Investments
Unlisted investments comprise a 1% holding in Urban Airship India Private Limited.

Page 33


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Airship France SAS	5 rue des Italiens 75009 Paris	Ordinary	100%
	Airship Business France SAS	5 rue des Italiens 75009 Paris	Ordinary	100%

17.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£



Trade debtors	1,361,355	1,021,500	-	-
Amounts owed by group undertakings	9,604,323	9,373,151	1,530,895	1,227,804
Other debtors	169,008	126,435	61,781	32,974
Prepayments and accrued income	1,465,028	17,824	38,512	10,208
Deferred taxation	-	-	-	12,967
	12,599,714	10,538,910	1,631,188	1,283,953

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	93,571	62,938	55,833	14,278
Amounts owed to group undertakings	5,762,213	3,905,258	-	-
Corporation tax	185,230	174,798	23,248	-
Other taxation and social security	330,806	200,030	135,428	96,256
Other creditors	121,942	108,783	17,987	13,944
Accruals and deferred income	2,511,689	2,382,520	51,196	37,386
	9,005,451	6,834,327	283,692	161,864

Page 34


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£	£

Amounts owed to group undertakings	7,506,271	7,880,560
	7,506,271	7,880,560

Amounts owed to group undertakings falling due after more than one year are unsecured and interest is charged at an amount of 8% per annum.

20.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(209,912)	(237,278)
Charged to profit or loss	(13,059)	22,186
Foreign exchange differences	1,708	5,180
At end of year	(221,263)	(209,912)

Company

	2024	2023
	£	£

At beginning of year	12,967	-
Charged to profit or loss	(13,059)	12,967
At end of year	(92)	12,967

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Arising on business combination	(222,971)	(215,092)	(92)	12,967
Foreign exchange differences	1,708	5,180	-	-
	(221,263)	(209,912)	(92)	12,967

Page 35


URBAN AIRSHIP UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

3 (2023 - 3) Ordinary shares shares of £1.00 each	3	3

22.	Share premium

During the year ended 31 December 2018, two Ordinary shares were issued. The shares were allotted to the parent company, in consideration of a promissory note of $8,320,102 (£6,520,755). The consideration in excess of the nominal value of the shares issued of £6,520,753 has been recognised as share premium.
The equity contribution facilitated the investment in a subsidiary company. Upon investment, early repayment of the promissory note was also immediately agreed resulting in the Company becoming an intermediate holding company of the subsidiary company.

23.

Reserves

Capital contribution reserve

The capital contribution reserve relates to options awarded to employees of the Group over the shares in the Group's ultimate parent as part of a stock incentive plan. Please see note 12.

Foreign exchange reserve

The foreign exchange reserve represents amounts arising on translation of balances in the French and German subsidiaries in accordance with note 2.13.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

24.	Controlling party

Airship Group, Inc. is the parent of the largest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 548 Market St. PMB 698370 San Francisco, California 94104-5401, USA.

25.	Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

Page 36