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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
IOVOX Limited (the 'Company') is a private company limited by shares incorporated under the number 06057954 in England and Wales.
The address of the registered office and place of business is 4-6 Canfield Place, London, NW6 3BT. The nature of the Company's operations and principal activities are that of the provision of telecom and marketing services.
2.Accounting policies
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Basis of preparation of financial statements
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The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
As at 31 December 2025, the Group reported a significantly strengthened balance sheet with net assets of £2,391,480 (2024: £1,846,017) and net current assets of £375,257. This reflects a successful transition from the prior year's net current liability position, driven by disciplined working capital management and the stabilization of the Group’s long-term funding structure.
During the year, while the Group reported a marginal statutory net loss of £50,268, the underlying operational performance remained robust. Adjusted EBITDA (excluding foreign exchange volatility and non-cash share-based payments) was a profit of £1,879,947 (2024: £1,768,533). This consistent EBITDA performance validates the Group’s operational efficiency and ability to generate sustainable cash flow.
In 2025, the Group and Shawbrook Bank established a Growth Fund facility, which enabled the business to strategically deploy capital from the balance sheet into high-impact growth initiatives without compromising covenant compliance or operational liquidity. Among several new initiatives being activated in the business, this strategy resulted in the successful acquisition of HeyGuest Software Limited in February 2026, a move that bolsters the Group's market position and future revenue streams.
Following the year-end, the Group successfully completed a comprehensive refinancing of its credit facilities with Shawbrook Bank. This new agreement represents a significant milestone for the Group, providing:
∙Enhanced Liquidity: Optimized capital structure with a lower cost of debt capital.
∙Operational Flexibility: Realigned covenants that better reflect the Group's current growth trajectory.
∙Expansion Capacity: The extension of a £3,000,000 unfunded accordion facility, providing ready access to capital for further strategic acquisitions.
This refinancing, which was conducted through a competitive process, serves as a clear endorsement from lenders regarding the Group’s financial health and management’s strategic direction.
The Directors have reviewed the Group’s cash flow forecasts through 31 December 2027, which incorporate the impact of the HeyGuest acquisition and the favorable terms of the 2026 refinancing. Management has historically demonstrated the ability to adjust operating expenditures rapidly in response to market conditions, ensuring the Group maintains a comfortable liquidity buffer.
Based on these factors, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and meet its liabilities as they fall due. Accordingly, the financial statements have been prepared on the going concern basis.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue 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 revenue 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 revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other 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.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The amortisation rate of both Goodwill and the Customer List is 10 years straight line.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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Over the period of the lease
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term 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.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is pound sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
All borrowing costs are recognised in the Statement of comprehensive income and Retained Earnings in the year in which they are incurred.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of comprehensive income and Retained Earnings over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Further detail is included in note 15.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
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, which range from 3 to 6 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.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The directors make estimates and assumptions concerning the future based on their knowledge of the business and the markets it operates in. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Areas considered to be potentially material to the financial statements include:
- Share based payments
- Goodwill and Intangible fixed assets
- Fixed asset investment impairments
- Intercompany recoverability
Share based payments
During the year the directors have estimated that the share based payment cost is £109,020 (see note 15). These vesting costs are based on the fair value of the share options granted, as described in note 2.13 of these financial statements. The cumulative cost of share options that have vested but not yet been exercised is included in other reserves on the company and consolidated balance sheet.
Assessing indicators of impairment
Goodwill and intangible fixed assets
Management exercise judgement in determining whether indicators of impairment exist in relation to goodwill and other intangible fixed assets. Where indicators exist, management are required to assess whether there is an impairment to the carrying values. Such assessments rely to an extent on judgements, estimations, and assumptions in respect of customer life, strategic outlook, future performance, valuation multiples and fair values. These assessments involve estimation uncertainty, and changes in expected customer behaviour or business performance could materially affect the carrying value of these intangible assets.
Fixed asset investment impairments
Management exercises judgement in determining whether indicators of impairment exist in relation to investments in subsidiaries. Where indicators exist, management are required to assess whether there is an impairment to the carrying values. These assessments include consideration of the financial performance, net asset position, and overall viability of the underlying entities. Where indicators are identified, management evaluates whether the carrying amount exceeds the recoverable amount, which may require the use of valuation techniques or reference to observable market information. These assessments involve estimation uncertainty, and changes in the financial condition or prospects of the investee entities may lead to material adjustments to the carrying value of fixed asset investments.
Intercompany recoverability
The recoverability of intercompany receivables due from a single subsidiary requires significant judgement under FRS 102. Management assesses whether there is objective evidence of impairment by evaluating the subsidiary’s financial position, forecast liquidity, and ability to generate sufficient distributable profits or cash flows to settle the balance. This assessment includes consideration of the subsidiary’s trading performance, capital structure, intangible assets, and any support arrangements in place. Given the inherent estimation uncertainty in assessing future financial capacity, changes in the subsidiary’s performance or funding profile could result in material adjustments to the carrying value of the intercompany receivable.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The average monthly number of employees, including directors, during the year was 30 (2024 - 33).
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Charge for the year on owned assets
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Long-term leasehold property
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Charge for the year on owned assets
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
6.Tangible fixed assets (continued)
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Charge for the year on owned assets
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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Share Based payment additions
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The following were subsidiary undertakings of the Company:
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IOVOX Australia PTY Limited (Dissolved 31/03/2025)
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IOVOX Inc is incorporated in the USA, its registered office is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808.
IOVOX Australia PTY Limited is incorporated in Australia, its registered office is 4 Bellambi Place, Glenning Valey, NSW 2261. IOVOX Australia PTY was struck off the register dated 31/03/2025.
Wannaspeak is incorporated in France, its registered office is 91 Rue du Faubourg Saint-Honoré 75008 Paris.
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Amounts owed by group undertakings
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Prepayments and accrued income
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Details of security against the bank loan has been disclosed in note 12 of these financial statements.
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Amounts falling due within one year
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Amounts falling due 2-5 years
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Secured loans
The bank loan is secured by fixed and floating charges over all the assets, intellectual property and real estate in the group.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Financial assets measured at fair value through profit or loss
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Financial assets measured at fair value through profit or loss comprise cash at bank.
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Ordinary shares have full voting and dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
A, A2 and A3 Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
B Ordinary shares have full dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
Share premium account
The share premium account represents the premium arising on the issue of shares net of issue costs.
Foreign exchange reserve
The foreign exchange reserve represents translation differences arising from the translation of financial statements of the group's foreign entities into pounds (£).
Other reserves
Other reserves represents equity-settled schemes.
Profit and loss account
The Profit and Loss account represents cumulative profits and losses net of dividends and other adjustments.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Equity settled share based payment arrangements, in the form of share options, existed at the year end. The share options relate to ordinary shares. The exercise price on all options granted after 1 January 2016 is £1.66, excluding those granted during 2025 which has an exercise price of £0.01. All shares are equity based, options granted before the transition date have not been recognised in accordance with FRS102 section 35.
For options granted during 2016, one third of the options vest immediately at the date of grant. The remaining two thirds of the shares shall vest each month in 24 equal tranches whilst the option holder remains an employee. No further vesting shall take place following cessation of employment unless the Board exercises its discretion.
For options granted during 2017, the shares shall vest each month in 36 equal tranches whilst the option holder remains an employee. No further vesting shall take place following cessation of employment unless the Board exercises its discretion.
For options granted from 2020 to 2024, one third of the options vest on the first anniversary of the grant. The remaining shall vest each month in 24 equal tranches from the first anniversary. No further vesting shall take place following cessation of employment unless the Board exercises its discretion.
For options granted in 2025, 99% of the options vest immediately at the date of grant. The remaining shares vested each month in 6 equal tranches whilst the option holder remained an employee.
The fair value of each option award is estimated on the date of the grant by applying the Black-Scholes option pricing model and by using market data to the greatest extent possible as inputs for the model. The assumptions used in the 2025 calculation were as follows:
Share price: £5.80
Risk free rate: 3.73%
Volatility: 51.00%
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Cancelled during the year
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Outstanding at the end of the year
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*On 5 April 2017, the Company undertook a share option split. Previously the exercise price per share option was £10 per share. Each option was split on a 1:10 basis such that each share option now has an exercise price of £1.
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IOVOX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Commitments under operating leases
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The Group and the Company had no commitments under non-cancellable operating leases at the balance sheet date.
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Related party transactions
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The Company has adopted the exemption permitted by paragraph 33.1A of FRS 102 and has not disclosed transactions with other group members, where the group members are wholly owned.
As at 31 December 2025, a director owed £3,308 to the Group (2024: was owed £18,156 by the Group). During the year, payments of £21,964 (2024: £203,374) were made by the Group and £Nil (2024: £268,673) was received by the Group. Interest of £Nil (2024: £3,824) was charged on the loan from the Group.
The maximum amount outstanding during the year was £18,156 (2024: £51,266).
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Post balance sheet events
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After the reporting date, the Company entered into an agreement to acquire the entire issued share capital of another entity.
The transaction will be accounted for as a non-adjusting subsequent event under FRS 102, as it occurred after the year end. No adjustments have been made to the amounts recognised in these financial statements.
The identifiable assets and liabilities of the acquired entity, together with any resulting goodwill, will be recognised in the following financial year once completion accounting has been finalised.
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 29 May 2026 by Darren Amott (Senior statutory auditor) (Senior Statutory Auditor) on behalf of Price Bailey LLP.
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