The directors present the strategic report for the year ended 30 November 2025.
The principal activity of Bud Financial Limited and its subsidiaries (the “Group”) during the year was, and will continue to be, the development and licensing of an AI-driven data intelligence platform for banks, credit unions and other financial institutions. The Group's solutions transform raw transaction data - from core banking systems, Open Banking feeds and other sources - into customer insights, personalised experiences and revenue-generating opportunities for its clients.
The Group made strong progress in the U.S. market during the year, successfully ramping up the delivery of services to its first US core banking platform client. The U.S. continues to represent a significant growth opportunity for the Group, with the mid-tier of Community Banks and Credit Unions identified as fertile ground for Bud's services and product suite. Bud's "Drive" product is expected to be the key engine of growth in this segment, supporting continued expansion into 2026.
The results and financial statements presented are for the year ended 30 November 2025, with prior year comparatives. The directors consider annual recurring revenue (ARR), new customer acquisition and existing customer account growth as the key financial metrics against which the performance of the Group is measured. ARR increased by 21% due to growth in key accounts and new customer wins.
ARR is forecast to grow significantly during 2026, as specific US and UK deals signed in 2025 continue to scale, and multiple US mid-market opportunities convert.
The Group continued to adopt a prudent stance and focus on reducing costs throughout the year. The Group had a 28% reduction in net loss for the year of £10.58m (2024: £14.75m) which is reflective of the growth stage of the Group.
The Group did not pay a dividend for the year ended 30 November 2025 (2024: £nil). Payment of dividends will be reviewed annually.
The directors are optimistic about the future growth of the business and continued progress towards profitability. Revenues are currently being generated in the UK and US markets and both markets have significant potential for growth in 2026.
The directors have overall responsibility for identifying, evaluating and managing major business risks. They regularly assess the business risks exposure and control including compliance assessments and determine any appropriate action required. Principal business risks reviewed include allocation of responsibilities and control environment, financial control, regulatory and compliance controls and IT systems.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 November 2025.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the group will be put at a General Meeting.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of Bud Financial Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, the rules of the Financial Conduct Authority and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 16 to 36 form part of these financial statements.
The notes on pages 16 to 36 form part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £9,814,080 (2024 - £13,651,020 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The notes on pages 16 to 36 form part of these financial statements.
The notes on pages 16 to 36 form part of these financial statements.
The notes on pages 16 to 36 form part of these financial statements.
Bud Financial Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5th Floor, 167-169 Great Portland Street, London, W1W 5PF.
The group consists of Bud Financial Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Bud Financial Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 November 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
Management have considered the Group’s financial position, cash‑flow forecasts and underlying business performance for a period of at least twelve months from the date of approval of these financial statements. Although the Group incurred a loss for the year and had net liabilities at the reporting date, forecasts prepared by management reflect improving performance, continued revenue growth and the impact of significant cost‑reduction measures implemented during the year.
Management have also considered downside scenarios and the mitigating actions available to them. Based on this assessment, management have a reasonable expectation that the Group will have sufficient resources to continue in operational existence for the foreseeable future and therefore consider the going concern basis of accounting to be appropriate.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
The Group generates revenue primarily from the provision of technology solutions and related services under customer contracts. Revenue is recognised when control of the services is transferred to the customer, in line with the contractual terms.
Revenue from subscription‑based and recurring service contracts is recognised on a straight‑line basis over the period in which the services are provided. Revenue from implementation, configuration and other non‑recurring services is recognised as the services are performed, with reference to the stage of completion of the contract where the outcome can be measured reliably.
Amounts invoiced in advance of the delivery of services are recognised as deferred income and released to turnover as the related services are provided.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The costs of short-term employee benefits are recognised as a liability and an expense,.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 granted using the Black-Scholes model. 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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date they were granted. The fair value is determined using the Black-Scholes model.
Investments in subsidiaries are carried at carrying value. In assessing whether there are indicators of impairment, management has exercised judgement in determining the recoverable amount of the investments. In particular, this assessment considered the underlying licence held within the subsidiaries, which represents the key driver of value.
Value in use was not considered to be an appropriate measure, as there is no reliable basis on which to forecast future cash flows attributable to the investments of the licence. Accordingly, recoverable amount was determined by reference to fair value less costs of disposal, using available market‑based information relevant to the licence. Based on this assessment, management concluded that no impairment has been recognised.
Management has exercised judgement in assessing the recoverability of intercompany debtors and, based on a review of current and forecast cash flows, considers them to be fully recoverable.
The valuation of the convertible loan notes and warrants involves the use of judgment and estimates due to the lack of observable market transactions and the complexity of the contractual terms. The instrument has been valued at fair value through the profit and loss.
Management has exercised judgment in concluding that the principal value of the convertible loan notes represents a reasonable approximation of fair value, reflecting the expectation of imminent conversion and the limited sensitivity of the valuation to changes in assumptions.
Warrants issued by the Group are valued using a probability-weighted valuation model that incorporates assumptions regarding vesting conditions, future value and the likelihood of warrants being exercisable. Based on management's assessment that the probability of vesting and the likelihood of the warrants being in the money are both remote, the resulting fair value is considered immaterial. Accordingly, no amount has been recognised in the financial statements in respect of the warrants.
While alternative assumptions could result in a different valuations outcome, management does not believe that reasonably possible changes to the key assumptions would have a material impact on the Group's financial performance or financial position.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2024 - 0).
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
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:
Details of the company's subsidiaries at 30 November 2025 are as follows:
On 14 August 2025 the Company entered into a revolving credit facility agreement with National Westminster Bank Plc.
The Facility is a committed £4,000,000 sterling revolving credit facility, available for the Group’s general corporate and working capital purposes, but not for acquisitions or distributions to shareholders.
Interest is charged at a floating rate equal to the applicable Margin plus the Daily Non‑Cumulative Compounded RFR Rate, where the RFR is SONIA, with the Margin initially 6.00% per annum.
The Facility terminates 48 months after the date of the agreement, at which point all outstanding loans are repayable in full.
At 30 November 2025, amounts drawn under the Facility totalled £2,250,000 (2024: £Nil) and undrawn committed facilities were £1,750,000 (2024: £Nil).
During the year, the Group issued unsecured convertible loan notes with a principal amount of £4.48 million. The convertible loan notes do not meet the criteria for equity classification under FRS 102, as on conversion the notes are settled into a variable number of shares depending on future events and valuation‑based mechanics. Accordingly, the convertible loan notes have been classified as a financial liability.
The loan notes are non‑interest bearing and are either repayable or convertible in accordance with the terms of the loan note instrument. The financial liability is initially recognised at the proceeds received and is subsequently measured at fair value. At the reporting date, the carrying value of the loan notes approximates the principal outstanding, as they are due to convert imminently.
Management has therefore considered the principal amount to be an appropriate proxy for fair value at the reporting date.
As such, no equity component has been recognised in respect of the conversion feature.
During the year, the Group issued warrants in connection with the convertible loan note financing. The warrants give the holders the right to subscribe for ordinary shares of the Company subject to specified vesting conditions and exercisability provisions. The warrants have a contractual maturity of five years from the date of issue.
The warrants do not meet the criteria for equity classification under FRS 102, as the settlement outcome is dependent on future events and valuation‑based conditions. Accordingly, the warrants are classified as a financial liability.
The warrants are initially recognised at fair value and are subsequently measured at fair value. The fair value of the warrants has been assessed using a probability‑weighted valuation model, which incorporates assumptions relating to the likelihood of vesting, expected future equity values and the probability of the warrants being exercisable.
Based on management’s assessment that the probability of the warrants vesting and being in‑the‑money over the five‑year term is remote, the resulting fair value is considered immaterial. Accordingly, no amount has been recognised in respect of the warrants in the financial statements.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Options are granted to UK employees for equity shares in the company. These were as follows.
During the year:
3,270 (2024: Nil) Ordinary B shares of 0.1p each were granted to employees on exercise of their share options held.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Subsequent to the reporting date, the Board approved the conversion of the Group’s £4.48m Convertible Loan Note into ordinary shares of £0.001 each in accordance with the contractual terms of the instrument. At the date of signing the audit report, the conversion had been approved, however, the final conversion amount had not yet been finalised. Upon completion of the conversion, the related financial liability will be derecognised with a corresponding increase recognised in equity.
As at the balance sheet date, an amount of £Nil (2024: £27,500) is included in other debtors relating to amounts due from directors.
During the year, income of £34,816 (2024: £25,487) was received from a related company by virtue of a shared common directorship.
On 20 May 2025, the company issued a total of £750,000 convertible loan notes to directors, with an additional amount of £270,000 being issued in June 2025. At year-end, the full principal amount of £1,020,000 was outstanding:
£750,000 due to Lord Stanley Fink
£200,000 due to Edward Maslaveckas
£70,000 due to George Dunning
The company also issued £300,000 convertible loan notes to a related company by virtue of a shared common directorship on 20 May 2025, which was fully outstanding at year-end.
These loan notes are unsecured and do not bear any interest. They have a maturity date falling 60 months from the date of this instrument and were not converted by year-end.