REGISTERED NUMBER: 10961238 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

1ST PS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

T W Bailey

B Stafford

S R Jones

REGISTERED OFFICE:

Dowding House

Lower Pantiles

Tunbridge Wells

Kent

TN2 5NP

REGISTERED NUMBER:

10961238 (England and Wales)

ACCOUNTANTS:

Crowe U.K. LLP

2nd Floor

Medway Bridge House

1-8 Fairmeadow

Maidstone

Kent

ME14 1JP

FIXED ASSETS

Intangible assets

4

83,224

638,164

CURRENT ASSETS

Debtors

5

13,928,957

9,774,299

Cash at bank and in hand

1,041,412

1,090,668

14,970,369

10,864,967

CREDITORS

Amounts falling due within one year

6

22,745,862

18,805,860

NET CURRENT LIABILITIES

(7,775,493

)

(7,940,893

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(7,692,269

)

(7,302,729

)

CREDITORS

Amounts falling due after more than one year

7

1,950,000

1,554,416

NET LIABILITIES

(9,642,269

)

(8,857,145

)

CAPITAL AND RESERVES

Called up share capital

300

300

Share premium

239,910

239,910

Retained earnings

(9,882,479

)

(9,097,355

)

SHAREHOLDERS' FUNDS

(9,642,269

)

(8,857,145

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 24 August 2026 and were signed on its behalf by:

T W Bailey - Director

1.	STATUTORY INFORMATION

1st PS Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The directors confirm that the going concern basis remains appropriate. Turnover grew during the year and the company generated positive earnings before interest, tax, depreciation, amortisation and exceptional items. The operating loss narrowed materially year on year, reflecting the company's improving trajectory as revenue scales. The directors have prepared cash-flow forecasts for at least twelve months from the date of approval which demonstrate that the company expects to operate within its available funding. The company has the continued support of its group and investors, and on this basis the directors consider it appropriate to adopt the going concern basis of accounting.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The company acts as an agent and receives commission at cost plus an agreed percentage supported by the service charge agreement. Revenue is recognised as the service is performed. Revenue consists of the commission only in accordance with FRS 102. The amounts collected on behalf of the principal are not recorded as revenue.

Research and development

Research and development costs incurred in connection with the development of software are included in profit and loss. Research and Development tax relief eligible on costs developing the software is recognised once the claim has been prepared for submission to HM Revenue & Customs.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intangible assets include R&D costs which are capitalised under computer software costs and amortised evenly over a period of 3 years.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Debtors

Short term debtors are measured at transaction price, less any provision for bad/doubtful debts.

Cash and cash equivalents

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 no significant risk of change in value.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Creditors

Short term creditors are measured at the transaction price.

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 3 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

Cost

At 1 January 2025

2,800,914

Impairments

(374,508

)

At 31 December 2025

2,426,406

Amortisation

At 1 January 2025

2,162,750

Charge for year

180,432

At 31 December 2025

2,343,182

Net book value

At 31 December 2025

83,224

At 31 December 2024

638,164

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

13,722,536

9,249,100

Amounts owed by group undertakings

30,278

43,066

Other debtors

176,143

482,133

13,928,957

9,774,299

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

4,416

10,397

Trade creditors

2,921,679

1,107,719

Amounts owed to group undertakings

9,692,088

9,412,444

Taxation and social security

4,050

-

Other creditors

10,123,629

8,275,300

22,745,862

18,805,860

Included within other creditors are invoice factoring accounts totalling £9,786,861 (2024: £7,878,280) which are secured via a legal charge on the assets of the company.

The company has an existing £4,416 (2024: £14,812) Bounce Back Loan as part of the covid-19 government support to businesses during the pandemic. Interest is payable on the loan at 2.5% per annum over 6 years. The loan is secured by a government backed guarantee.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans

-

4,416

Other creditors

1,950,000

1,550,000

1,950,000

1,554,416

Other creditors due after one year relate to investor loans of £1,950,000 (2024: £1,250,000).

The preference shares carry the right to a fixed 6% cumulative preference dividend. The shares can be redeemed at the option of the company and must be redeemed on the event of a sale. The dividend is payable in equal installments on the last business day of March, June, September & December. All unpaid dividends should be paid on exit or if earlier the redemption of the shares. The preference shares do not carry voting rights. In accordance with FRS 102 the preference shares are treated as debt and the preference dividend as interest.

8.	RELATED PARTY DISCLOSURES

Included within other debtors is £10,000 (2024: £10,000) owed by a director. This is an interest free loan and repayable on demand.

At the year end date, £51,745 (2024: £nil) was owed to RaisePay Ltd, a company under common control. The balance is unsecured, interest free and repayable on demand.

9.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Raise Up Group Ltd.

10.

CHARGES

There is a fixed and floating charge dated 8 April 2019 held by Bibby Financial Services Limited over the whole of the company’s property and undertaking, which remains outstanding at the year end date.