The directors present the strategic report for the year ended 31 January 2026.
Godesic, the Group, is comprised of software development companies located in the United Kingdom and United States of America respectively, and a non-trading subsidiary in Singapore.
The Group has continued its investment in its technology and the expansion of the distribution in North America and Europe. The growth of its business was strong, with a revenue increase driven by the addition of new clients and higher consumption from its existing clients. At the same time, the Group has continued to improve its productivity in order to drive up profitability.
More specifically, for the year ended 31 January 2026, the turnover for the Group was GBP 27 million compared to GBP 23.5 million for the year ended 31 January 2025. The cost of sales was GBP 5.5 million in the period compared to GBP 4.8 million in the period to 31 January 2025. The loss before tax was GBP 0.8 million for the year compared to a loss of GBP 3.9 million in the period to 31 January 2025.
The Group faces financial risks across various domains, with a continuous objective to mitigate these exposures to the greatest extent feasible. The Board of Directors regularly assess this objective.
The Group's trade receivables are predominantly derived from substantial organizations with generally robust credit ratings. Regular credit evaluations of customers are conducted to manage potential risks. The maximum exposure to risk is equivalent to the carrying amount of the financial assets presented in the balance sheet. The Group considers its maximum credit risk exposure to be the carrying amount of trade receivables. Given that the majority of customers prepay for several months to multiple years of service, the director assesses the exposure to credit risk from the impairment of trade receivables as exceptionally low.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's policy for managing liquidity risk is to consistently maintain adequate liquidity to satisfy its liabilities upon their due dates, under both typical and adverse conditions, without undue losses or jeopardizing the Group's reputation.
Consequently, the Group has enhanced its operational cash flow through productivity initiatives and maintains sufficient liquidity on its balance sheet to address operational requirements in the foreseeable future. Furthermore, the Group is committed to proactively refinancing any financial debt, as demonstrated by the debt refinancing completed in March 2025.
In the current context of continued inflationary pressure, elevated interest rates and global conflicts, the director believes that information technology budgets remain constrained across diverse industries. Moreover, IT budgets are being reallocated towards AI-first technologies. This confluence of factors could potentially curtail the Company's current business growth.
Godesic Group’s operations are continually exposed to advancements in novel software solutions. Consequently the Group maintains a consistent focus on software innovation and development.
Throughout the year ended January 2026, the Group achieved substantial advancements in its IT resilience service by enhancing its offerings with AI and adding a new Major Incident Management service called “Respond”. At this juncture of the Group’s development, the primary metric is the growth level of its annual recurring revenue (ARR) derived from both new and existing clientele. The Group allocates resources (i) to onboard new customers anticipated to utilise its services over a multi- year period or (ii) to deepen engagements with existing customers who will leverage the Group's software for diverse applications. This revenue stream is classified as ARR given the Group's services are characteristically consumed over several years. This ARR generates a corresponding cash flow over the same duration, yielding a favourable return on the initial investment in technology and distribution.
As the Group continues to develop its SaaS client portfolio, the total cost of sales is projected to rise in absolute terms. This increase is primarily attributable to higher cloud infrastructure expenses and the requirement for additional personnel to support service delivery and technical operations for an expanding customer base.
The financial statements are prepared on a going concern basis. The Directors have considered management forecasts, expected cash flows, liquidity position and borrowing facilities of the Group when assessing the ability of the Group to meet its operational obligations for the foreseeable future being at least twelve months from the date of approval of these financial statements.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operation for a period of at least twelve months from the date of approval of the financial statements. The management’s forecast reflects a strategic balanced approach with a focus on rapidly improving profitability on the back of reasonable growth assumptions, targeted investments and already realized cost savings. As a result, the quarterly EBITDA is now positive while revenue is growing and costs are stable. Therefore, the Directors have a reasonable expectation to have quarterly EBITDA that remains sustainably positive. Moreover, the Group’s cash position is further supported by the receipt of significant prepayments from key customers. Finally, the refinancing of its existing Venture Capital debt was successfully completed in March 2025, the new loan facility does not mature until 31 December 2028.
The Group acknowledges that the current economic environment for technology investments is challenging because of the continuing high level of interest rates and growing concerns with global conflicts. At present, this current environment has not had a material impact on the Group. Throughout 2025 and into 2026, the Group has demonstrated resilience and continued its growth. Two material customer contracts were renewed in January 2026. One customer renewed for three years with an increase in scope, and the other is now renewing on a short term basis, thus supporting our revenue and profitability. Because of the continued growth, the diversification of its customer portfolio, the long term nature of its service to most customers and its ability to scale up or down investments in both Sales & Marketing and Research & Development to preserve its liquidity, the Company is not financially dependent on any one customer for the foreseeable future.
Based on the factors above, the directors have formed a judgement at the time of approving the financial statements, that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements, for this reason the directors continue to adopt the going concern basis in preparing the financial statements.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 January 2026.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference 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:
Ernst & Young were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.
We have audited the financial statements of Godesic Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cashflows, Company Statement of Cashflows and the related notes 1 to 24, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 and parent company’s ability to continue as a going concern for a period of twelve months from the date of approval of these financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s ability to continue as a going concern.
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.
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 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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are United Kingdom Accounting Standards, FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, Companies Act 2006, Data Protection regulation and UK tax regulation.
We understood how Godesic Limited is complying with those frameworks by holding enquiries with management, those charged with governance and those responsible for legal compliance procedures. We corroborated our enquiries through our reading of board minutes, as well as consideration of the results of our audit procedures and noted that there was no contradictory evidence. We identified management’s attitude and tone from the top embed a culture of honesty and ethical values whereby a strong emphasis is placed on fraud prevention which may reduce opportunities for fraud to take place. We further understood the adoption of accounting standards and determined the compliance with the above laws with management.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by understanding the business processes, obtaining and reading internal policies, holding enquiries of management as to any fraud risk framework within the entity. In doing so we focused on the risk of misstatement of revenue recognised due to manual override related to year end journals posted or accelerated recognition of deferred revenue. We have addressed this risk performing the procedures below:
Ensuring that management had appropriate controls in place to address this risk and that we designed and executed additional audit procedures to address this risk.
Auditing the risk of management override of controls, including performing analytical procedures, confirming revenue to cash receipts, testing of journal entries and auditing adjustments for appropriateness.
We understood the performance obligations of the revenue streams and audited management’s revenue recognition with specific focus on revenue recognised on significant contracts.
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved:
Enquiry of management as to any fraud risk framework within the entity.
Enquiry of management around actual and potential litigation and claims.
Evaluating the business rationale of significant transactions outside the normal course of business.
Challenging judgements made by management. This included corroborating the inputs and considering contradicting evidence.
Reading financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
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 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.
As permitted by s408 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 £1,441,334 (2025 - £3,603,313 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Godesic Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT.
The group consists of Godesic 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 financial statements incorporate those of Godesic Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
All financial statements are made up to 31 January 2026. 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.
The financial statements are prepared on a going concern basis. The Directors have considered management forecasts, expected cash flows, liquidity position and borrowing facilities of the Group when assessing the ability of the Group to meet its operational obligations for the foreseeable future, being at least twelve months from the date of approval of these financial statements.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operation for a period of at least twelve months from the date of approval of the financial statements. Management’s forecast reflects a strategic balanced approach with a focus on rapidly improving profitability on the back of reasonable growth assumptions, targeted investments and already realized cost savings. As a result, the quarterly EBITDA is now positive while revenue is growing and costs are stable. Therefore, the Directors have a reasonable expectation to have quarterly EBITDA will remain sustainably positive going forward. Moreover, the Group’s cash position is further supported by the receipt of significant prepayments from key customers. Finally, the refinancing of its existing Venture Capital debt was successfully completed in March 2025, the new loan facility does not mature until 31 December 2028.
The Group acknowledges that the current economic environment for technology investments is challenging because of the continuing high level of interest rates and growing concerns with global conflicts. At present, this current environment has not had a material impact on the Group. Throughout 2025 and into 2026, the Group has demonstrated resilience and continued its growth. Two material customer multi-year contracts were renewed in January 2026, one for multiple years and the other on a short term basis. Because of the continued growth, the diversification of its customer portfolio, the long term nature of its service to most customers and its ability to scale up or down investments in both Sales & Marketing and Research & Development to preserve its liquidity, the Company is not financially dependent on any one customer for the foreseeable future.
Based on the factors above, the directors have formed a judgement at the time of approving the financial statements, that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements, for this reason the directors continue to adopt the going concern basis in preparing the financial statements.
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 fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue for subscription licences is recognised over the subscription period the customer has access to the software, reflecting the ongoing transfer of services. Revenue for maintenance is recognised rateably over the period the service is provided. The Company records contract liabilities to deferred revenue when the customer payments are received in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally invoice its customers annually in advance.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
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.
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.
At each reporting period end date, the group 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. 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.
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.
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.
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.
The company undertakes Research & Development which is eligible for enhanced reliefs. Enhanced losses are surrendered for tax credits in line with current legislation, where available.
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, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
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 Option Pricing 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.
The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.
The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
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.
On consolidation, the assets and liabilities of foreign operations are translated into sterling at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in the Income Statement.
Cost of sales
Cost of sales consists primarily of direct expenses related to delivering our SaaS subscriptions, customer support and professional services to our customers. These include cloud infrastructure and third-party service fees, personnel costs and related allocated overhead costs.
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 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 1 (2025 - 1).
The effective tax rate for the accounting year ended 31st January 2026 was 25% (2025: 25%).
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:
The Group has total tax losses that arose in the UK of £36,558,960 (2025: £35,308,679) that are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose.
Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group, they have arisen in entities that have been loss-making for some time, and there are no other tax planning opportunities or other evidence of recoverability in the near future.
If the Group were able to recognise all unrecognised deferred tax assets, the profit would increase by £9,139,740 (2025: £8,827,170). Part of this deferred tax asset has been used to offset deferred tax liabilities in respect of fixed asset timing differences totalling £15,038 (2025: £31,144).
The temporary timing differences relating to tax allowances available on capital expenditure stood at £60,151 (2025: £124,575). As these are temporary, they will unwind over the useful life of the relevant assets.
Details of the company's subsidiaries at 31 January 2026 are as follows:
The long-term loans are secured by fixed and floating charges over the patents, trademarks, intellectual property, bank accounts and all assets of Godesic Limited.
On 21 September 2022 the company entered into a loan agreement, with a maximum facility amount of $20 MUSD. Initial drawdown was $10 MUSD, which was made by the subsidiary company Cutover Inc. During the year ended 31 January 2024 the company received a further advance of $4.1 MUSD.
Interest was payable monthly in arrears at the greater of prime rate +5.2% or 9.95%. Repayments were interest only and capital was repayable at the maturity date of 1 October 2025.
In line with the above loan agreement the company issued equity warrants with a fair value of £69,765 over shares in the parent company.
At 1 March 2025 the company opted not to extend the above agreement and instead entered into a new loan agreement to repay the above facility in full.
The loan agreement dated 31 March 2025 has a maximum facility amount of GBP 15 million. Initial drawdown consisted of two tranches of GBP 5 million each during the year, totalling GBP 10 million.
Interest is payable on the new loan monthly in arrears at 10.95%. Repayments are interest only until 1 January 2027, with the option to extend this interest only period until 1 January 2028 or 31 December 2028, subject to achieving certain conditions. Capital is repayable in full at the maturity date of 31 December 2028.
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.
Enterprise Management Incentive Scheme
Under the Enterprise Management Incentive Scheme (EMI), share options of the parent are granted, at discretion, to employees of the parent, at commencement of their employment. Options awarded under the EMI scheme are UK tax advantaged and as a consequence there are limits to the number of EMI options granted, for both employee and the company.
The exercise price of the share options is equal to the market price of the underlying shares on the date of grant. The share options vest over a four year period with a one year cliff edge. The share options granted will expire if the employee's employment is terminated or any other disqualifying event occurs and the options are not exercised within the permitted timeframe.
The fair value of the share options is estimated at the grant date using the black scholes option pricing model, taking into account the terms and conditions on which the share options were granted.
The share options can be exercised up to ten years after the grant and therefore, the contractual term of each option granted is ten years. There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for these share options. The Group accounts for the EMI as an equity-settled plan.
The options outstanding at 31 January 2026 had an exercise price ranging from £0.007119 to £0.7701 and a remaining contractual life of between one and nine years.
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 Option Pricing 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.
During the year, the group recognised total share-based payment expenses of £315,888 (2025 £181,795) which related to equity settled share based payment transactions.
The company has four classes of shares, Ordinary, Series S Participating preference, Series A and Series B shares.
All share classes have attached to them full voting and dividend rights. In the event of a winding up the shareholders have the priority to any proceeds in the following order; Series B shareholders, then Series A shareholders, then Series S shareholders, then any remaining balance paid to the Series S and Ordinary shareholders on a pro-rata basis.
During the year the company allotted 240,000 (2025: 524,746) Ordinary £0.0000001 shares with an aggregate nominal value of £0.02 (2025: £0.05) for a consideration of £1,709 (2025: £404,378). These transactions reflected the exercise of options held by employees or former employees in accordance with the rules of the company share scheme.
Share premium reserve
The share premium reserve is used to record the excess of funds received above the nominal value of shares issued and allotted.
Capital redemption reserve
The capital redemption reserve is a non-distributable reserve used to record amounts which have been paid as part of a share buyback.
Other reserves
The other reserves are used to recognise the value of equity warrants issued to lenders in respect of loan agreements.
Share based payment reserve
The share based payment reserves are used to recognise the value of equity-settled share based payments provided to employees as part of their remuneration. See note 18 for further details on these plans.
During the period a loan was provided to a director as follows, the loan principal and all accrued interest is repayable on the tenth anniversary of the loan agreement or with eight weeks written notice by the company: