ITO World Ltd 05753174 false 2025-04-01 2026-03-31 2026-03-31 The principal activity of the company is solving transportation challenges across the globe for millions of travellers every day by delivering real-time transit data feeds to journey planners, alongside a software platform for transit authorities and operators. The company delivers real-time transit data that powers the largest journey planners in the world, as well as a SaaS platform for cities, authorities and operators. Digita Accounts Production Advanced 6.30.9574.0 true true 05753174 2025-04-01 2026-03-31 05753174 2026-03-31 05753174 bus:DeferredShareClass1 2026-03-31 05753174 bus:OrdinaryShareClass1 2026-03-31 05753174 bus:OrdinaryShareClass2 2026-03-31 05753174 bus:PreferenceShareClass1 2026-03-31 05753174 bus:PreferenceShareClass2 2026-03-31 05753174 core:FurtherSpecificItem1DeferredTaxComponentTotalForDeferredTax 2026-03-31 05753174 core:OtherDeferredTax 2026-03-31 05753174 core:ProvisionsDeferredTax 2026-03-31 05753174 core:ShareCapital 2026-03-31 05753174 core:CurrentFinancialInstruments 2026-03-31 05753174 core:CurrentFinancialInstruments core:WithinOneYear 2026-03-31 05753174 core:Non-currentFinancialInstruments 2026-03-31 05753174 core:Non-currentFinancialInstruments core:AfterOneYear 2026-03-31 05753174 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2026-03-31 05753174 core:FurnitureFittingsToolsEquipment 2026-03-31 05753174 bus:SmallEntities 2025-04-01 2026-03-31 05753174 bus:AuditExemptWithAccountantsReport 2025-04-01 2026-03-31 05753174 bus:FilletedAccounts 2025-04-01 2026-03-31 05753174 bus:SmallCompaniesRegimeForAccounts 2025-04-01 2026-03-31 05753174 bus:RegisteredOffice 2025-04-01 2026-03-31 05753174 bus:CompanySecretary1 2025-04-01 2026-03-31 05753174 bus:Director1 2025-04-01 2026-03-31 05753174 bus:Director4 2025-04-01 2026-03-31 05753174 bus:Director5 2025-04-01 2026-03-31 05753174 bus:DeferredShareClass1 2025-04-01 2026-03-31 05753174 bus:OrdinaryShareClass1 2025-04-01 2026-03-31 05753174 bus:OrdinaryShareClass2 2025-04-01 2026-03-31 05753174 bus:PreferenceShareClass1 2025-04-01 2026-03-31 05753174 bus:PreferenceShareClass2 2025-04-01 2026-03-31 05753174 bus:PrivateLimitedCompanyLtd 2025-04-01 2026-03-31 05753174 bus:Agent1 2025-04-01 2026-03-31 05753174 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-04-01 2026-03-31 05753174 core:FurnitureFittingsToolsEquipment 2025-04-01 2026-03-31 05753174 core:OfficeEquipment 2025-04-01 2026-03-31 05753174 core:KeyManagementPersonnelCloseFamilyMembersEntitiesUnderKeyManagementPersonnelsControl 2025-04-01 2026-03-31 05753174 countries:AllCountries 2025-04-01 2026-03-31 05753174 2025-03-31 05753174 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-03-31 05753174 core:FurnitureFittingsToolsEquipment 2025-03-31 05753174 2024-04-01 2025-03-31 05753174 2025-03-31 05753174 bus:DeferredShareClass1 2025-03-31 05753174 bus:OrdinaryShareClass1 2025-03-31 05753174 bus:OrdinaryShareClass2 2025-03-31 05753174 bus:PreferenceShareClass1 2025-03-31 05753174 bus:PreferenceShareClass2 2025-03-31 05753174 core:FurtherSpecificItem1DeferredTaxComponentTotalForDeferredTax 2025-03-31 05753174 core:OtherDeferredTax 2025-03-31 05753174 core:ProvisionsDeferredTax 2025-03-31 05753174 core:CurrentFinancialInstruments 2025-03-31 05753174 core:CurrentFinancialInstruments core:WithinOneYear 2025-03-31 05753174 core:Non-currentFinancialInstruments 2025-03-31 05753174 core:Non-currentFinancialInstruments core:AfterOneYear 2025-03-31 05753174 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-03-31 05753174 core:FurnitureFittingsToolsEquipment 2025-03-31 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 05753174 (England & Wales)

Prepared for the registrar

ITO World Ltd

Annual Report and Unaudited Financial Statements

for the Year Ended 31 March 2026

 

ITO World Ltd

Contents

Company Information

1

Balance Sheet

2

Notes to the Unaudited Financial Statements

3 to 10

 

ITO World Ltd

Company Information

Directors

H A Bertram

V R Smith

A P Church

Company secretary

D Howe

Registered office

32 Hampstead High Street
London
NW3 1JQ

Accountants

Hazlewoods LLP Staverton Court
Staverton
Cheltenham
GL51 0UX

 

ITO World Ltd

(Registration number: 05753174)
Balance Sheet as at 31 March 2026

Note

2026
£

2025
£

Fixed assets

 

Intangible assets

4

965,562

1,931,123

Tangible assets

5

7,275

37,157

 

972,837

1,968,280

Current assets

 

Debtors

6

1,021,893

1,254,678

Cash at bank and in hand

 

293,562

628,670

 

1,315,455

1,883,348

Creditors: Amounts falling due within one year

7

(1,738,767)

(1,885,001)

Net current liabilities

 

(423,312)

(1,653)

Total assets less current liabilities

 

549,525

1,966,627

Creditors: Amounts falling due after more than one year

7

(697,786)

(608,707)

Net (liabilities)/assets

 

(148,261)

1,357,920

Capital and reserves

 

Called up share capital

10

2,993,045

2,989,528

Share premium reserve

3,515,899

3,515,899

Capital redemption reserve

10

2,190

2,140

Retained earnings

(6,659,395)

(5,149,647)

Shareholders' (deficit)/funds

 

(148,261)

1,357,920

For the financial year ending 31 March 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 21 July 2026 and signed on its behalf by:
 


V R Smith
Director

 

ITO World Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

 

1

General information

The company is a private company limited by share capital, incorporated in the United Kingdom.

The address of its registered office is:
32 Hampstead High Street
London
NW3 1JQ
United Kingdom

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

After reviewing the company's forecasts, cash flow projections and future trading expectations, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. In reaching this conclusion, the directors have also considered the support available to the company from its shareholders. A facility agreement is in place in respect of shareholder funding; however, there is no separate formal commitment or letter of support requiring the shareholder to provide ongoing financial support beyond the terms of that facility. The shareholder has indicated its intention to continue supporting the company as and when required. Based on these considerations, the directors are satisfied that it is appropriate to prepare the financial statements on the going concern basis, and accordingly the financial statements have been prepared on that basis.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

 

ITO World Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Judgements

In the application of the company's accounting policies, the directors have made the following judgements that have the most significant effect on the amounts recognised in the financial statements:

Recoverability of shareholder loan
The company has recognised a shareholder loan receivable of £162,500. The directors have concluded that the balance is recoverable and therefore no impairment provision has been recognised.

Share-based payments
The company operates an Enterprise Management Incentive (EMI) share option scheme. In accordance with FRS 102 Section 26, the directors have considered the requirement to measure and recognise any associated share-based payment charge in the financial statements. The directors have concluded that any adjustment arising from the scheme would not be material to the financial statements and therefore no charge has been recognised.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Office equipment

33% straight line

 

ITO World Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Development costs

Development costs are expensed in the period in which they are incurred, unless they meet the criteria of internally generated intangible assets. Development costs which have met the criteria of internally generated intangible assets have been capitalised and are stated in the balance sheet at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Development costs

33% straight line

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

ITO World Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.


Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.


Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

ITO World Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 45 (2025 - 53).

 

4

Intangible assets

Development costs
 £

Total
£

Cost

At 1 April 2025

4,378,647

4,378,647

At 31 March 2026

4,378,647

4,378,647

Amortisation

At 1 April 2025

2,447,524

2,447,524

Amortisation charge

965,561

965,561

At 31 March 2026

3,413,085

3,413,085

Carrying amount

At 31 March 2026

965,562

965,562

At 31 March 2025

1,931,123

1,931,123

 

5

Tangible assets

Office equipment
 £

Total
£

Cost

At 1 April 2025

241,488

241,488

Additions

1,557

1,557

Disposals

(27,486)

(27,486)

At 31 March 2026

215,559

215,559

Depreciation

At 1 April 2025

204,331

204,331

Charge for the year

31,439

31,439

Eliminated on disposal

(27,486)

(27,486)

At 31 March 2026

208,284

208,284

Carrying amount

At 31 March 2026

7,275

7,275

At 31 March 2025

37,157

37,157

 

ITO World Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

 

6

Debtors

Note

2026
£

2025
£

Trade debtors

 

712,546

710,513

Receivables from related parties

11

162,500

162,500

Prepayments

 

35,154

55,973

Other debtors

 

111,693

325,692

 

1,021,893

1,254,678

 

7

Creditors

Note

2026
£

2025
£

Due within one year

 

Loans and borrowings

8

182,250

-

Trade creditors and accruals

 

177,068

316,438

Taxation and social security

 

89,153

239,688

Deferred income

 

1,282,889

1,318,853

Other creditors

 

7,407

10,022

 

1,738,767

1,885,001

Note

2026
£

2025
£

Due after one year

 

Loans and borrowings

8

697,786

608,707

 

8

Loans and borrowings

Current loans and borrowings

2026
£

2025
£

Other borrowings

182,250

-

The loan included within other borrowings is provided by a shareholder and is secured by a debenture dated 25 September 2025, which creates fixed and floating charges over the assets of the company.

The debenture also contains a negative pledge restricting the creation of further security. Interest is charged at 8% per annum on the outstanding balance, with accrued interest being capitalised quarterly.

Subsequent to the year end, the company agreed with the shareholder to extend the repayment date of the loan. Under the terms in force at 31 March 2026, the loan was repayable on 30 April 2026 and has therefore been classified as a current liability at the balance sheet date. Following the year end, the the repayment date was extended to 30 April 2027.
 

Non-current loans and borrowings

2026
£

2025
£

Cumulative preference share dividends unpaid

697,786

608,707

 

ITO World Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

 

9

Deferred tax

Deferred tax assets and liabilities

2026

Liability
£

Short term timing differences

(1,337)

Losses and other deductions

(241,872)

Fixed asset timing differences

243,209

-

2025

Liability
£

Short term timing differences

(1,789)

Losses and other deductions

(490,281)

Fixed asset timing differences

492,070

-

A deferred tax asset of £966,049 (2025: £619,617) has not been recognised due to uncertainty over future recoverability.

 

ITO World Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2026

 

10

Share capital

Allotted, called up and fully paid shares

 

2026

2025

 

No.

£

No.

£

Ordinary shares of £1 each

20,127

20,127

20,127

20,127

B Ordinary shares of £1 each

3,617

3,617

100

100

Series A1 shares of £1 each

1,469,301

1,469,301

1,469,301

1,469,301

Series A2 shares of £1 each

1,500,000

1,500,000

1,500,000

1,500,000

Deferred shares of £0.000001 each

2,190

-

2,140

-

 

2,995,235

2,993,045

2,991,668

2,989,528


Share rights

The Company’s share capital comprises multiple classes of shares with distinct rights. Ordinary shares carry full voting rights, entitle holders to dividends and other distributions, and participate in capital distributions after priority payments to Series A2 and Series A1 shareholders. Ordinary shareholders receive all remaining proceeds up to the hurdle amount, and thereafter share further distributions with B Ordinary shareholders.

Series A1 and Series A2 shares do not carry voting rights but are entitled to fixed cumulative preferential dividends. On a winding up or other return of capital, Series A2 shareholders receive their subscribed capital in priority to all other classes, followed by Series A1 shareholders.

B Ordinary shares do not carry voting or dividend rights but participate in capital distributions only above the hurdle, alongside Ordinary shareholders, as set out in the Articles of Association.

Deferred shares carry no voting or dividend rights and rank first in priority on a return of capital, but are limited to a total of £1.00 for the entire class.

Share allotments

During the year, the Company issued 3,567 B ordinary shares at a nominal value of £1 per share, for total consideration of £3,567. These shares were issued for cash consideration and are fully paid.

Redesignation

During the year, the Company redesignated 50 B Ordinary Shares of £1.00 each into 50 Deferred Shares of £0.000001 each. The difference of £50 arising from the reduction in nominal value was transferred to a capital redemption reserve.
 

Share-Based Payments - EMI Share Option Scheme

The company operates an Enterprise Management Incentive (EMI) share option scheme. In accordance with FRS 102 Section 26: Share-Based Payment, the directors are aware of the requirements to measure and recognise any associated expense in the financial statements. However, they believe that any potential adjustments arising from the scheme would be immaterial to the company’s financial position and performance.

 

11

Related party transactions

Summary of transactions with key management

At the balance sheet date the amount due from a shareholder and former director of the company amounted to £162,500 (2025: £162,500). There are no fixed repayment terms and no interest is charged on the outstanding balance.