The directors present the strategic report for the year ended 31 December 2024.
In 2024 the Butterfly Group saw revenue stabilise and results in line with prior year. This result highlights some resilience in a challenging economic climate with cautious spending patterns from customers in the last quarter of the year and focus of those customers to other areas of spend in their projects that would have seen price increases due to potential tariffs.
We continued our review into the operational expenditure further leveraging costs to ensure we are well placed to continue our commitment to innovation and at the same time maximise profitability and cash generation.
The company has also invested in the development of the new generation of hardware models in both our pro range series of machines, with significant margin improvements anticipated in future periods for the Group and a wider portfolio of products also launched under our EX range to cater towards the lower priced segments of the markets. All of this has been achieved with administrative expenses showing a modest saving versus prior year.
The principal risks and uncertainties of the Company relate to the ongoing activities of the company in which it holds investment and its ability to bring to market innovative products. The Company’s function as undertaking research and development activities for the Butterfly Group of companies means it is dependent for its revenues upon its own performance and the performance of its affiliates in the live and virtual events visualisation services industry. The risks that the Company are exposed to are managed at a Group level and the nature of the risk and the risk management principles and strategies to mitigate these risks are disclosed in the consolidated financial statements of the Butterfly Topco Limited. These are summarised below together with the relevant mitigation.
Risk 1 - Economic headwinds
Description - A significant change in the global economy may have impact on the Group's ability to generate revenues and growth.
Potential impact - The Company and Group is unable to meet its strategic growth targets, which may result in financial difficulties. The decision of the US government to impose wide-ranging tariffs during Q2 of 2025 is such an example of this risk crystallising, as this has had a direct impact on the Group's supply chain and its ability to service its core US market.
Mitigation - The business constantly monitors the external business environment using both financial and non-financial measures to enable it to react quickly to changes in the global environment.
Risk 2 - Supply chain vulnerability
Description - Interruption to the supply of critical components used in the Group's hardware sales may lead to projects being deferred or cancelled if the Group is unable to meet its contractual conditions.
Potential impact - Inability to meet customer demand, reducing revenues. The interruption of supplies from the US tariffs has caused such an issue in 2025.
Mitigation - The product development and operations teams work closely with the Company and Group's suppliers to ensure contingency plans are in place to minimise business interruption and react quickly to route supply through different geographies within our network. The Company also places orders in advance to secure supply and owns all IP and drawings to move supply chain if required. This includes where possible minimising disruption of tariffs by seeking alternative components where possible and utilising our vast global network of third party logistics and procurement to ensure impact to stakeholders is minimised.
Risk 3 - Research and Development
Description - The Group makes significant investment in research and development to future-proof its products and revenues.
Potential impact - Failure to manage this investment may result in the failure to generate future revenues and increased costs charged through the income statement.
Mitigation - The business constantly reviews the costs invested in research and development, analysing the costs by project. Projects are reviewed both in terms of cost and commercial viability. Should a project be deemed unviable it is abandoned at the earliest opportunity.
Risk 4 - Environmental factors
Description - With the Group operating in multiple jurisdictions, there is a risk that one or more places increasing obligations on the Group to reduce the impact of electronic materials on the environment.
Potential impact - The cost of production may increase as the Group tries to meet the new stringent environmental laws by having to invest in R&D to identify alternative materials, or incur additional costs in reducing the impact on the environment.
Mitigation - The Company & Group has registered with the WEEE directive to ensure products are disposed of in a suitable manner. The directors also recognise there are further improvements to be made and are looking at schemes to offset the business activities' carbon footprint and have set a three year timeframe to embed this in our overall strategy (of which one year has passed).
Butterfly Group manages its KPIs at a segment level and geographic level. The primary key performance indicators used by the Group to assess performance are turnover growth, Cash EBITDA and Adjusted EBITDA. Turnover growth is calculated as the percentage increase on turnover year-on-year.
The measures below are reportable to the key stakeholders in the Group, being its main investor, bank/senior debt provider. The definitions below are in line with the relevant facility agreements in place.
Cash EBITDA (earnings before interest, tax, depreciation and amortisation) is calculated as the operating profit of the Company with depreciation, amortisation, share-based payments, and unrealised foreign exchange/translation impact all added back, and development costs deducted.
Adjusted EBITDA, is calculated as EBITDA (as defined) with one off expenses, investor costs, and capitalised R&D expenditure (if applicable) added back.
The Company spent £1.8m (2023 - £2.0m) on development time which was capitalised across intangible assets. In addition, the development expenditure included a number of major release updates totalling £0.5m to its main software during the year.
Turnover, relating to management services and recharges, slightly decreased by 1.0% to £16.0 million (2023 - £16.1 million) with activity levels remaining consistent through the Group. Despite this, Adjusted EBITDA decreased by £0.5m to £1.8m (2023 - £2.3m).
In the year the company also incurred £0.03m (2023 - £0.38m) of one-off fees as adjustments that have been added back when calculating the Adjusted EBITDA for reporting purposes to key stakeholders. These one-off fees relate to severance costs.
Net assets were £12.1m (2023 - £6.1m) representing a 98% increase due to the settlement of intercompany liabilities with its parent company New Leaf Bidco by way of issue of share capital, which totalled £7.9m. As a result of this and together with the loss arising in the year the net assets of the company have increased by £6m.
The net book value of Intangible assets decreased by 8% to £4.8m (2023 - £5.2m) as products cycles hit the market and amortisation charges increase year-on year.
Analysis based on Non-Financial Key Performance Indicators
The Group also reviews a number of other non-financial KPls which apply to the subsidiaries of the Company:
Annual employee engagement reviews and net promoter scores with all global employees. The Group uses electronic systems and perform regular employee surveys, focussing on happiness, personal motivation, company motivation, and relationships. The average at December 2024 was 4 (December 2023 - 4) (from a maximum score of 5), which the Directors are pleased with.
Collection and review of customer satisfaction surveys. Based on several metrics, the average score in 2024 was 4.57 (December 2023 - 4.53) (from a maximum score of 5). The Directors are pleased with this outcome and demonstrates a key driver behind the Group's growth.
Manufacturing quality and survey reviews including return to manufacturer authorisations ("RMA") within the first 90 days of production. Such data is tracked electronically but the Group only commenced this data collection during 2024, and as such no comparatives are presented. The average returns during 2024 were 1.0% (December 2023 – 1.1%), which demonstrates a high level of reliability of the Group's products (both hardware and software).
The Company’s activities expose it to a variety of financial risks. These risks are managed at a Group level and of the ultimate parent undertaking Butterfly Topco Limited. The principal financial risks are summarised below:
Credit Risk:
The Company’s main financial assets are its cash balances and intercompany debtors. For banks and financial institutions, only independent rated parties with a strong credit rating are accepted. Intercompany debtors are regularly reviewed for recoverability and settled for trading positions.
Liquidity Risk:
Liquidity risk arises from timing differences between cash inflows and outflows. At the reporting date, the Company had net cash balances but was in a net current liabilities position.
The Company is reliant on Butterfly Bidco Limited not calling in the intercompany debt, and as part of this the ultimate parent company, Butterfly Topco Limited, has confirmed in a letter to the company that it will continue to provide financial support for the foreseeable future and ensure the Group operates in a responsible manner in managing the intercompany credit risk between the Group entities.
The Group is also subject to Adjusted Leverage and Interest Cover Covenants which are tested quarterly on a rolling last twelve-month basis. If there was a potential breach, this would allow Santander as the Senior Lender discretion to recall the loan in full which if actioned could adversely impact liquidity if the Group were not able to refinance or remedy.
To mitigate this risk the Group regularly monitors and reports to the Senior Lender on the Covenant position. We also actively engage the Senior Lender in finding solutions and have had support previously from both the Senior Lender and Group’s owners.
It is the intention of the directors that the Company will continue for the foreseeable future, oversee and managing the research and development aspects of the Group. The Group plans to expand its product portfolio and further expand into new verticals alongside building out capabilities in our existing markets and verticals served.
The Company is committed to be at the forefront of the R&D initiatives through the Group and further expand the hardware, software capabilities and investment into the Group's intellectual property.
The Directors of the Group acknowledge that they must act in a way which is considered in good faith and would be most likely to promote the success of the company and its wider Group for the benefit of all interested parties as defined in Section 172 (1) of the Companies Act 2006. In doing so, the Directors of the Group have considered the following aspects and how they have regarded each of the matters set out below.
Have regarded the likely consequence of any decision in the long-term:
Our mission is to build leading edge technology solutions for creatives around the world to deliver unparalleled performances for audiences in person and in the cloud. We recognise that our decisions must take into account the long-term consequences for our company and its stakeholders. For example, when considering investment in new products or services, we take into account the potential impact of our financial position, our ability to complete in the market, and the interests of our shareholders.
The interests of the Group's employees:
We monitor the development, performance and impacts of our activity on social plus employee matters. We are committed to providing a positive working environment that is free from all forms of illegal and improper discrimination and harassment. Our employees are key to the success of our company, and we are key to the success of our company. We are committed to promoting our employees interests. We provide a wider range of benefits as well as opportunities for training and development including remote working. We also have policies in place to promote diversity and inclusion. We seek to foster a positive working environment that promotes innovation and collaboration.
The need to foster the Group's business relationships with suppliers, customers and others:
We recognise that our success is closely tied to our relationships with our customers and suppliers. We aim to provide high-quality products and services that meet the needs of our customers. We work closely with our suppliers to ensure that we have reliable and cost-effective supply chains. In 2024, several new products were in development providing new advances in power and output to match our customers creative needs, while also being open to market expansion with the introduction of lower price points,thus reducing barriers to entry into the production suite. We continue to work with all our supply chain to ensure compliance with all relevant legislation and minimising impact on our business operations.
The impact of the Group's operations on the community and environment:
We understand that our operations have an impact on the wider community and the environment. We are committed to minimising our environmental footprint through the use of renewable energy sources and the reduction of waste and emissions. We also support industry initiatives working with charities through donations and volunteer work within the Group.
The desirability of the Group maintaining a reputation for high standards of business conduct:
Respecting human rights is a core value and one that we expect our business partners to share. We have documented policies and procedures internally as well as robust supplier T&C's which reference what we expect from our suppliers. This will ensure we limit the risk to the business and uphold our core values. Employees have access to all Group policies and procedures, with training provided as part of the employee onboarding process with regards to the Corporate Criminal Offences Act, Modern Slavery Act, Anti-Bribery and Corruption.
We have a zero-tolerance stance for all human rights abuse. We are committed to ensuring we maintain robust programs and procedures. This is to protect our people and prevent such abuse through our supply chain. Our supplier code of conduct expressly prohibits the use of forced, imprisoned, bonded, indentured or involuntary labour including child labour. Other requirements including safe and clean working conditions, fair wages and no discrimination.
The need to act fairly between all interested parties within the Group
The Board considers all interested parties when making business decisions to ensure fair representation irrespective of their interest holding within the Group. The Group has robust policies in place to ensure that fair representation is maintained both at board level and within wider business through, management meetings and Non-Executive representation at the Board.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, is £949,248 (2023: £1,008,061 (as restated)).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
On 30 September 2025, the Group breached both the Adjusted Leverage and Interest Cover Covenants. The Group entered into negotiations with Santander UK PLC (the “Senior Lender”) requesting a waiver to remedy the breaches. The definitions of both Covenants are defined in Note 1.2).
The Adjusted Leverage breach (threshold: 2.5x) was a timing delay on production which straddled a reporting period. The Interest Cover breach (threshold: 2x) is down to higher working capital costs as Debtors increased and slowed Operational Cashflow generation, against the backdrop of a challenging market environment and the Group is forecasting that will remain in breach across the 31 December 2025 reporting period.
The outstanding Senior Debt was £14.4m at the date of breach (up from £12.8m at the year-end), borrowed from the Senior Lender, who has the ability to recall the loan in full as one option to remedy the breach. Given the breach was a Post Balance Sheet Event for 31 December 2024 accounts, the Senior Lender debt is still recognised as being due after more than one year, as set out in Note 20 to the Group Financial Statements.
The negotiations to date are progressing and it is the Senior Lender's current intention to agree to a waiver for the Q3 Covenant Reporting, subject to terms. The waiver is not legally effective at the date of signing the Financial Statements. As the Financial Statements will be signed before the 31 December 2025 there will need to be further negotiations for the Q4 31 December 2025 Interest Cover breach. As the Group moves into the Financial Year end 31 December 2026 there will be a continued sensitivity until Q3 30 September 2026 and the rolling twelve month period since breach has passed.
The Group remains liquid to meet its operational obligations in the short and long term on the basis that the Senior Lender does not demand full loan repayment. If that situation were to occur the Group would seek additional refinancing by way of either debt or equity financing.
The Company has taken the exemption available to subsidiary companies to not disclose information in respect of greenhouse gas emissions, energy consumption, and energy efficiency action given that this is disclosed in the consolidated financial statements of the ultimate parent company, Butterfly Topco Limited.
The assessment of the Company’s going concern position is intrinsically linked to that of the Butterfly Topco Limited group “Group” due to the Group’s banking arrangements, the way cash flows are generated across the Group entities and the intercompany balances that exist. The below assessment is written in respect of the Group but is relevant to the assessment of the Company.
As at 31 December 2024, the Group had net liabilities of £123.9m (2023 - net assets of £86.3m) and net current assets of £13.7m (2023: £14.7m). As at the year-end date the Group had generated EBITDA (as defined in Note 7) of £5.2m (2023 - £7.6m) and generated cash flows from operating activities of £4.3m (2023 - £9.8m). Closing cash balances were £9.1m (2023 - £10.7m).
At the Balance Sheet reporting date, the Group had £12.8m of term loans drawn from its facilities agreement with its Senior Lender, Santander UK PLC, to finance the acquisitions of Polygon Labs LLC and Meptik LLC, both of which were acquired in 2023. £10m is drawn from one term loan and £2.8m from an additional term loan facility of up to £7.0m, both of which are not due for repayment until December 2027. At the year-end date the net debt position of the Group excluding shareholder loans and convertible loan notes was (£3.7m) (2023 – (£3.4m)). The Group has access to additional facilities via a £3.0m revolving credit facility which remain undrawn and £4.2m of the additional term loan facility which is undrawn to finance further commitments under the acquisitions.
The Group's term loan arrangements with its Senior Lender are based on two covenants. The first is Adjusted Leverage (the ratio of an Adjusted EBITDA-based metric to Total Net Debt) measured on a quarterly basis on a rolling 12-month period with the target ratio reducing over time. The second covenant is an Interest Cover (the ratio of Cashflow to Net Finance Charges) again measured on a quarterly basis on a rolling 12-month period. The Senior Facilities are provided by Santander UK PLC and details can be found in note 39 of the Group financial statements of Butterfly Topco Limited.
In the Financial Year 2025 at the Q3 Covenant reporting date 30 September 2025 the Group breached both the Adjusted Leverage (threshold: 2.5x) and Interest Cover Covenants (threshold: 2x). The outstanding Senior Debt had increased to £14.4m as at the date of breach, up from £12.8m at the year end, borrowed from Santander UK PLC. The Adjusted Leverage breach was a timing delay on production which straddled a reporting period and management expect this to be rectified in the Q4 31 December 2025 test. The Interest Cover breach is down to higher working capital costs as Debtors increased and slowed Operational Cashflow generation, against the backdrop of a challenging market environment.
The Group has sought to engage with Santander UK PLC for a waiver of the Q3 Covenants up to the 30 September 2025. It is the Senior Lender's current intention to agree to a waiver for the Q3 Covenant Reporting, subject to terms. The waiver is not legally effective at the date of signing the financial statements. The Group is also forecasting to breach the interest cover again at the Q4 Covenant reporting date 31 December 2025 and is in further discussions with Santander UK PLC on options to remedy. On the assumption that the Senior Lender does not demand repayment, the directors are satisfied with the overall cash liquidity in the business to meet its operating obligations but due to the timing of the Covenant Breaches there is a material uncertainty in the Group if the negotiations with the Senior Lender were to fail and a legal waiver was not able to be agreed. This would allow the Senior Lender in line with the Facilities agreement a right to call repayment of the outstanding balance in full. If this were to materialise this would cause an acute liquidity issue and the business would need to further refinance by way of debt or equity.
As the Group moves into the Financial Year end 31 December 2026 there will be a continued sensitivity until Q3 30 September 2026 and the rolling twelve month period since breach has passed.
The long term debt of the Group is made up of shareholder loan notes of £161.5m (2023 - £148.6m) which mature on the earlier of the Group entering into an agreement with a new acquirer or the maturity of those loan notes in March 2031. The shareholders have not requested any interest repayments until that point.
The directors monitor cashflow through short- and long-term forecasting and its going concern assessment is on a future looking period of a minimum of twelve months from the date of signing the audited financial statements.
These forecasts are stress tested on revenue following a deep review of pipeline known projects and historical seasonality, alongside modelling of debtor days lengthening. Our margin forecasts are based on our new supply chain product pricing and working capital is driven predominantly by our sales demand and appropriately run through our financial model taken into account any historical trends. The forecasts have also been heavily sensitised in producing a financing case to ensure that with minimal revenue growth and cost efficiencies actioned we are still able to maintain operational cash liquidity.
The directors have considered the financial forecasts of the overall Group inclusive of this entity, taking into consideration the current macroeconomic climate, the projections are for the Group to remain profitable at an EBITDA level, and generate positive operational cashflows in both a short term and long-term assessment. However, overall cashflows are predicated on the Senior Lender not demanding repayment of the debt following the covenant breaches.
On the basis the Senior Lender does not demand repayment the directors conclude that the Group remains liquid and can meet its operational obligations. However, at the date of signing of the financial statement the Group has not received a legal waiver for its existing or expected future breach of covenants. The Group is therefore dependent on those banking facilities not being called for immediate repayment, which is not guaranteed. This indicates the existence of a material uncertainty which may cast significant doubt over the Company's ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge its liabilities in the ordinary course of business.
Having undertaken this going concern assessment the directors believe that the Group, and therefore Company, will have adequate resources to continue for the foreseeable future, including at least 12 months from the date of the signing of the financial statements and that waivers for covenant breaches will be obtained and/or a remedy will be put in place with support from shareholders. No adjustments have been made to the financial statements presented that would result if the Company were unable to continue as a going concern.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Basis for opinion
Material uncertainty related to going concern
We draw attention to note 1.2 to the financial statements, which indicates that the Company’s going concern position is intrinsically linked to that of the Butterfly Topco Limited group (“Group”) and the Group has breached financial covenants on banking facilities after the reporting date, and is expected to continue breaching those covenants beyond the date these financial statements are signed. At the date of signing of the financial statement the Group has not received a legal waiver for its existing or expected future breach of covenants. The Group is therefore dependent on those banking facilities not being called for immediate repayment, which is not guaranteed. As stated in note 1.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern, as the company is reliant on financial support from the Group. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
Our understanding of the Company and the industry in which it operates;
Discussion with management, legal counsel and those charged with governance; and
Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations;
We considered the significant laws and regulations to be the applicable accounting framework, the Companies Act 2006, UK Corporation tax legislation and UK VAT registration.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation, UK employment law and the Data Protection Act.
Our procedures in respect of the above included:
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
Discussions with legal counsel to identify any instances of non-compliance with laws and regulations; and
Review of financial statement disclosures and agreeing to supporting documentation.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the Company’s policies and procedures relating to:
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud.
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be:
Management override of controls, predominantly through the posting of inappropriate journals or manipulation of key accounting estimates; and
Inappropriate capitalisation of payroll and other costs as development expenditure.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
Testing of significant estimates and evaluating whether there was evidence of bias in the financial statements by management that represented a risk of material misstatement due to fraud. In particular, we identified the valuation of equity-settled and cash-settled share-based payment charges, recoverability of intercompany balances and the impairment of intangibles and investment balances as being the principal estimates and judgements; and
Testing a sample of capitalised development costs in the year to supporting documentation, confirming that those development costs meet the recognition.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 17 to 35 form part of these financial statements. Details of the 2023 restatement are provided in note 23.
The notes on pages 17 to 35 form part of these financial statements. Details of the 2023 restatement are provided in note 23.
The notes on pages 17 to 35 form part of these financial statements. Details of the 2023 restatement are provided in note 23.
Disguise Technologies Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hermes House, 88-89 Blackfriars Rd, South Bank, London, United Kingdom, SE1 8HA.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This 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:
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 financial statements of the company are consolidated in the financial statements of Butterfly Topco Limited. These consolidated financial statements are available from its registered office, Hermes House 88-89 Blackfriars Road, South Bank, London, SE1 8HA.
These forecasts are stress tested on revenue following a deep review of pipeline known projects and historical seasonality, alongside modelling of debtor days lengthening. Our margin forecasts are based on our new supply chain product pricing and working capital is driven predominantly by our sales demand and appropriately run through our financial model taken into account any historical trends. The forecasts have also been heavily sensitised in producing a financing case to ensure that with minimal revenue growth and cost efficiencies actioned we are still able to maintain operational cash liquidity.
The directors have considered the financial forecasts of the overall Group inclusive of this entity, taking into consideration the current macroeconomic climate, the projections are for the Group to remain profitable at an EBITDA level, and generate positive operational cashflows in both a short term and long-term assessment. However, overall cashflows are predicated on the Senior Lender not demanding repayment of the debt following the covenant breaches.
On the basis the Senior Lender does not demand repayment the directors conclude that the Group remains liquid and can meet its operational obligations. However, at the date of signing of the financial statement the Group has not received a legal waiver for its existing or expected future breach of covenants. The Group is therefore dependent on those banking facilities not being called for immediate repayment, which is not guaranteed. This indicates the existence of a material uncertainty which may cast significant doubt over the Company's ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge its liabilities in the ordinary course of business.
Having undertaken this going concern assessment the directors believe that the Group, and therefore Company, will have adequate resources to continue for the foreseeable future, including at least 12 months from the date of the signing of the financial statements and that waivers for covenant breaches will be obtained and/or a remedy will be put in place with support from shareholders. No adjustments have been made to the financial statements presented that would result if the Company were unable to continue as a going concern.
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 credited or charged to profit or loss.
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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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 company 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 company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company 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 company.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
All equity-settled share based payments are issued in the parent company, Butterfly Topco Limited, and therefore the credit to equity in respect of these costs is recognised within the capital contribution reserve.
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
In the application of the company’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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Determine the point from which it is appropriate to recognised an intangible asset for development costs incurred in respect of new products. In doing so, the Directors have considered whether the various recognition criteria required by FRS 102 have been met, in particular the reliable measurement of costs directly attributable to the development, the technical feasibility of the project, the availability of the necessary resources to complete the product development, and the existence of a suitable market to buy the finished product.
The company is party to an arrangement whereby the Parent has issued shares and share-matching arrangements as part of its long-term incentive plan for employees. For shares, these are classified as equity-settled share-based payments and are therefore fair valued at the grant date, and the resultant share-based payment charge spread over the expected vesting period of the instruments.
There are a number of existing schemes from prior years. For the shares issued in June 2024, these were valued using a Monte-Carlo simulation option pricing model based on the Black-Scholes model. This requires a number of assumptions to be made including the share price at the grant date, the volatility of the share price, expected dividend yield and expected period to exercise.
The shares were issued with an average exercise price of £3 per share for E shares. The weighted average fair value net of exercise price is £39.18, which was determined with input from an expert.
The directors are satisfied that the share price is reasonable taking into consideration the EBITDA performance and the resultant expected enterprise value of the company, based on benchmarking of the earnings ratio to comparable companies in the sector.
The total anticipated share-based payment charge is spread over the vesting period of the instruments. For those instruments that do not vest before the year-end, management make an assessment of the the expected timing of the vesting date.
The vesting period is the point at which there is an exit event (ie: a sale of listing of the Company). The directors have assessed the relevant vesting period, based on information available at the balance sheet date. Their assumption was that of an exit event at June 2026.
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.
Identification of staff time spent in developing and improving products requires a key estimate in order to capitalise eligible costs. This is the proportion of time incurred in development, including the parameters of each development project, as a proportion of the total costs of employing each individual involved in the development work.
Recoverability of development costs
The company determines the recoverability of development costs from future cash flows based on the development project and any changes in the potential market for the product. The capitalisation of development costs is based on discounted future cash flows based on the business forecasts of revenues generated from development of new products and are therefore inherently judgemental. Future events could cause the values of this intangible asset to be impaired.
The whole of the turnover is attributable to the principal activity of the Company. All turnover arose within the United Kingdom in the current and prior year.
All turnover arises in the United Kingdom from the one principal activity.
Foreign exchange represents total realised and unrealised foreign exchange gains and losses.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The above costs include £1,752,838 (2023 - £1,777,150) which has been capitalised as development costs in the year, as part of total capitalised costs shown in note 10.
The actual charge/(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:
Factors that may affect future tax charges
The deferred tax balances at 31 December 2024 have been measured using the rates expected to apply in the reporting periods when the timing differences reverse, being 25% (2023 - 25%).
Prior period adjustment
The prior period deferred tax asset and charge has been restated as detailed in note 23.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
Impairment testing
At each reporting period end date, the company 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 this is on an individual project basis and if those projects expect future returns. 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.
Details of the company's subsidiaries at 31 December 2024 are as follows:
(1) During the year this company was placed into liquidation. No income or expenditure is expected in the Company as a result of this.
The amounts owed by group undertakings arising from trading are interest-free and repayable on demand. For any loans made to subsidiaries there will accrue interest on an arms length basis. Repayment of the £27.6m owed by group undertakings is expected in a greater than 12 month period.
Amounts owed to group undertakings arising from trading are interest-free and repayable on demand. For any loans made to subsidiaries there will accrue interest on an arms length basis.
Repayment of the £21.5m owed to group undertakings is expected in a greater than 12 month period.
During the year £7,902,924 has been settled by way of an issue of share capital as detailed in note 18.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
The Company has estimated tax losses of £8,202,000 (2023 - £7,851,000), of which £3,632,000 (2023 - £3,423,000) is not recognised as a deferred tax asset. If an asset was recognised, this would increase the Company's reported net assets by approximately £908,000 (2023 - £nil). In addition, the company has R&D expenditure credits of £188,000 (2023 - £nil) available for use in limited future circumstances, which are not recognised as a deferred tax asset.
Prior period adjustment
The prior period deferred tax asset and charge has been restated as detailed in note 23.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Contributions totalling £59,794 (2023 - £51,329) were payable to the fund at the reporting date and are included to other creditors.
All shares confer voting rights, enable the holder to participate in dividends, and enable the holder to participate in a capital distribution. All shares are non-redeemable.
On 2 August 2024 the company issued 2 Ordinary shares to its immediate parent at that date, New Leaf Bidco Limited ("NLB"), for total consideration of £7,902,924, which was in settlement of an intercompany loan to this value owed to NLB, the immediate parent company. The premium paid on the issue of these shares is included within share premium. The settlement was to facilitate a group restructuring whereby Butterfly Bidco Limited replaced NLB as the immediate parent company.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 30 September 2025, the Group breached both the Adjusted Leverage and Interest Cover Covenants. The Group entered into negotiations with Santander UK PLC (the “Senior Lender”) requesting a waiver to remedy the breaches. The definitions of both Covenants are defined in Note 1.2).
The Adjusted Leverage breach (threshold: 2.5x) was a timing delay on production which straddled a reporting period. The Interest Cover breach (threshold: 2x) is down to higher working capital costs as Debtors increased and slowed Operational Cashflow generation, against the backdrop of a challenging market environment and the Group is forecasting that will remain in breach across the 31 December 2025 reporting period.
The outstanding Senior Debt was £14.4m at the date of breach (up from £12.8m at the year-end), borrowed from the Senior Lender, who has the ability to recall the loan in full as one option to remedy the breach. Given the breach was a Post Balance Sheet Event for 31 December 2024 accounts, the Senior Lender debt is still recognised as being due after more than one year, as set out in Note 20 to the Group Financial Statements.
The negotiations to date are progressing and the Senior Lender has verbally agreed to a waiver for the Q3 Covenant Reporting. While this is not effective at the point of signing the Financial Statements paperwork is underway to formally remediate the breach. As the Financial Statements will be signed before the 31 December 2025 there will need to be further negotiations for the Q4 31 December 2025 Interest Cover breach. As the Group moves into the Financial Year end 31 December 2026 there will be a continued sensitivity until Q3 30 September 2026 and the rolling twelve month period since breach has passed.
The Group remains liquid to meet its operational obligations in the short and long term on the basis that the Senior Lender does not demand full loan repayment. If that situation were to occur the Group would seek additional refinancing by way of either debt or equity financing.
The Company is a wholly owned subsidiary of Butterfly Topco Limited and has taken advantage of the available exemption conferred by section 33.1A of FRS 102 not to disclose transactions with wholly owned group members.
Deferred tax assets were recognised as they were expected to be utilised against future group profits. This has been deemed to be a misstatement as the Company should only recognise an asset if it is expected to have its own future profits to utilise the asset against, which was not the case.
The previously reported deferred tax asset of £855,789 has been restated as £nil, with a corresponding restatement increasing the prior period tax charge to the extent of the increase in the debtor originally recognised during 2024.