REGISTERED NUMBER: 07980151 (England and Wales)

INGENICA SOLUTIONS LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

C J McGowan

G J Moore

S O'Callaghan

J V Purves

W S Ward

R McIntosh

REGISTERED OFFICE:

Lake House

2 Port Way

Port Solent

Portsmouth

Hampshire

PO6 4TY

REGISTERED NUMBER:

07980151 (England and Wales)

AUDITORS:

MC Audit Limited

Statutory Auditors

Lake House

2 Port Way

Port Solent

Portsmouth

Hampshire

PO6 4TY

FIXED ASSETS

Intangible assets

4

996,020

900,814

Tangible assets

5

2,347

1,750

998,367

902,564

CURRENT ASSETS

Stocks

6

293,942

237,837

Debtors

7

486,474

631,427

Cash at bank

386,940

477,393

1,167,356

1,346,657

CREDITORS

Amounts falling due within one year

8

6,894,146

7,032,584

NET CURRENT LIABILITIES

(5,726,790

)

(5,685,927

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,728,423

)

(4,783,363

)

CREDITORS

Amounts falling due after more than one year

9

-

2,787

NET LIABILITIES

(4,728,423

)

(4,786,150

)

CAPITAL AND RESERVES

Called up share capital

11

8,123

7,988

Share premium

9,387,502

9,127,638

Retained earnings

(14,124,048

)

(13,921,776

)

SHAREHOLDERS' FUNDS

(4,728,423

)

(4,786,150

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 April 2026 and were signed on its behalf by:

S O'Callaghan - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The directors have assessed the Company's ability to continue as a going concern, taking into account all available information about the future, including a period of at least eighteen months from the date of approval of the financial statements. This assessment incorporates both quantitative and qualitative considerations in regard to the Company's current financial position, forecast cash flows, available cash resources, and access to external funding where appropriate.

The Company has been consistently EBITDA positive for over three years, with EBITDA increasing year on year. The directors are confident that this positive trend will continue throughout 2026 and beyond. The Company is cash flow positive and the directors are confident that existing cash resources will be sufficient to enable the Company to meet its liabilities as they fall due for the foreseeable future. In addition, the Company has access to a revolving loan facility, which provides further financial headroom.

Based on this assessment, the directors are, therefore, of the opinion that they should continue to adopt the going concern in preparing the financial statements.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

The amount of turnover can be measured reliably; it is probable that the Company 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.

Intangible assets

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.

Intangible assets are being amortised on a 20% straight line basis.

Tangible fixed assets

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

Plant and machinery

-

50% on cost

Fixtures and fittings

-

50% on cost

Computer equipment

-

50% on cost

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial Instruments

Trade and other debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, deposits with banks and other short-term highly liquid investments and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities.

Trade and other creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method

Financial instruments

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives of 5 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 23 (2024 - 24 ) .

4.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1 January 2025

5,719,903

Additions

588,002

Disposals

(17,946

)

At 31 December 2025

6,289,959

AMORTISATION

At 1 January 2025

4,819,089

Amortisation for year

491,607

Eliminated on disposal

(16,757

)

At 31 December 2025

5,293,939

NET BOOK VALUE

At 31 December 2025

996,020

At 31 December 2024

900,814

5.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2025

7,025

11,832

102,033

120,890

Additions

-

-

3,052

3,052

At 31 December 2025

7,025

11,832

105,085

123,942

DEPRECIATION

At 1 January 2025

7,025

11,832

100,283

119,140

Charge for year

-

-

2,455

2,455

At 31 December 2025

7,025

11,832

102,738

121,595

NET BOOK VALUE

At 31 December 2025

-

-

2,347

2,347

At 31 December 2024

-

-

1,750

1,750

6.

STOCKS

2025

2024

£

£

Stocks

13,031

11,633

Deferred costs

280,911

226,204

293,942

237,837

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

266,251

262,908

Other debtors

450

450

Corporation tax recoverable

83,553

47,029

Accrued income

105,902

290,729

Prepayments

30,318

30,311

486,474

631,427

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 10)

2,543

10,404

Other loans (see note 10)

2,120,799

2,420,799

Trade creditors

251,136

255,245

Social security and other taxes

53,526

46,724

VAT

34,338

167,476

Other creditors

4,272

3,245

Deferred income

2,280,446

2,373,379

Accrued expenses

2,147,086

1,755,312

6,894,146

7,032,584

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans (see note 10)

-

2,787

10.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank loans

2,543

10,404

Other loans

2,120,799

2,420,799

2,123,342

2,431,203

Amounts falling due between one and two years:

Bank loans - 1-2 years

-

2,787

Bank Loans

Bank loans consist of a £50,000 facility with HSBC under the Coronavirus Bounce Back Loan scheme. The loan has a fixed interest rate of 2.5% and is repayable over a period of 60 months from June 2021. No interest or fees are payable by the company for the first 12 months. The interest for the first 12 months are covered by the government which meets the definition of a government grant under FRS 102. This has been treated inline with the accounting policy for government grants.

Other Loans

i) Future fund

Ii) Included within other loans is a future fund loan which was fully drawn down in November 2020. This had a maturity period of 36 months, and interest applied of 8%. There was an option for this to be repaid at a redemption of 100% after 36 months, or this to convert to a 20% discount on equity on a bona fide equity financing event. The loan has been recognised at amortised cost. During 2023, the entity applied for and was granted an extension on the repayment of the loan, with a new redemption date of 18th November 2025. This redemption date was still in effect as at the 2025 year end and a conversion was in progress.

ii) Shareholder loans

Included within other loans are loans from shareholders. Interest is cumulative at 12.5% - 15% per annum.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

58,008,600

Ordinary

0.000

1

5,801

5,801

7,810,300

B Ordinary

0.000

1

1,541

1,406

14,058,500

Series A

0.000

1

781

781

8,123

7,988

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

We draw your attention to the Going Concern section in the notes to the financial statements, which describes directors' assessment of going concern. Our opinion is not modified in respect of this matter.

Paul Underwood (Senior Statutory Auditor)

for and on behalf of MC Audit Limited

In their report, the auditors included an emphasis of matter to draw attention to the Going Concern note in the financial statements.The opinion is not modified in respect of this matter.

13.	RELATED PARTY DISCLOSURES

At 31 December 2025 there was an amount owing to G Moore, a director and shareholder, of £955,266 (2024: £1,010,069) in respect of loan and interest.

At 31 December 2025 there was an amount owing to K Moore, the wife of G Moore, of £410,520 (2024: £353,349) in respect of loan and interest.

At 31 December 2025 there was an amount owing to J Purves, a director and shareholder, of £30,168 (2024: £26,624) in respect of a loan and interest.

At 31 December 2025 there was an amount owing to C McGowan, a director and shareholder, of £589,179 (2024: £687,074) in respect of loan and interest.

14.	PRIOR PERIOD ADJUSTMENTS

Reclassification of Series A Shares Accounting Treatment

(a) Share capital and long-term creditors

In November 2018, the Company issued 14,058,471 Series A shares at £0.192055 per share (nominal value £0.0001), raising £2.7 million. The shares carry preferential rights on an Exit event, including a 2x priority return ahead of Ordinary Shares, and an 8% per annum compound cumulative return.

The shares were initially treated as a compound financial instrument, with a liability component reflecting the contractual obligation to pay a fixed cumulative dividend. Under the terms of issue, preference dividends are payable only on an Exit event. Interim dividends may be declared at the company's discretion on any class of share.

The Articles of Association consistently refer to the Series A as shares, including in pre-emption provisions, with no references to a debt instrument. Accordingly, the terms and substance of the instrument support classification as equity.

This treatment is consistent with FRS 102 Section 22: Liabilities and Equity, under which a financial instrument is classified as equity if it represents a residual interest in the entity's assets and carries no contractual obligation to deliver cash or another financial asset. Accordingly, in 2025, the Series A shares have been reclassified as equity in the financial statements.

The result of this prior year adjustment is that £1,650,931 previously treated as creditors due after more than one year has been recategorized in these accounts as share capital within capital and reserves.

(b) Interest accrued adjustment

As part of the previous accounting treatment, accruals were being raised each year for the payment of preference dividends on the basis that these should be classed as contractual interest. There is no contractual obligation to pay these dividends until an exit event occurs and, accordingly, these accruals have been removed from these accounts. The effect of this is that £1,637,149 has been credited to retained earnings as a movement on reserves being the total accrued in previous years.