Bubbles Online Services Ltd

	Page
Statement of Financial Position	1—2
Statement of Changes in Equity	3
Notes to the Financial Statements	4—9

	Share Capital	Share Premium	Capital Redemption	Income Statement	Total
	£	£	£	£	£
As at 1 September 2023	284	14,775,730	6	(14,782,464 )	(6,444)
Loss for the year and total comprehensive income	-	-	-	(3,999,207 )	(3,999,207)

Arising on shares issued during the period	22	3,597,292	-	-	3,597,314

As at 31 August 2024 and 1 September 2024	306	18,373,022	6	(18,781,671 )	(408,337)


Loss for the year and total comprehensive income	-	-	-	(2,945,196 )	(2,945,196)

Arising on shares issued during the period	414	3,209,137	-	-	3,209,551

As at 31 August 2025	720	21,582,159	6	(21,726,867 )	(143,982)

1. General Information

Bubbles Online Services Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 08059522 . The registered office is The Old Post House, 15b High Street, Alton, Hampshire, GU34 1AW.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

The functional currency of the company is considered to be pounds sterling because that is the currency of the primary economic environment in which it operates.

Preparation of Consolidated Financial Statements

The financial statements contain information about Bubbles Online Services Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

2.2. Going Concern Disclosure

In assessing going concern, the directors have reviewed detailed cash flow forecasts covering at least twelve months from the date of approval of these financial statements. The forecasts reflect the substantially reduced operating cost base, anticipated revenues from the company’s Scan & Win product and revised online prize-draw platform, and continued financial support from investors.

The forecasts necessarily involve assumptions regarding the timing and value of future campaigns and the availability of investor funding. The directors have considered the sensitivity of the forecasts to slower-than-expected revenue growth and the actions available to them to manage expenditure and working capital.

The directors remain in active dialogue with the investor group, which has continued to provide financial support to the company. Having considered the forecasts, the reduced cost base, the current sales pipeline and the expected availability of continuing investor support, the directors have a reasonable expectation that the company will have adequate resources to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements. Accordingly, they consider it appropriate to prepare the financial statements on a going concern basis.

2.3. Significant judgements and estimations

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing these financial statements the directors have made the following judgements:

- Determined whether there are indicators of impairment of the company's tangible assets, intangible assets and investments in subsidiaries. Factors taken into consideration in reaching such a decision include the financial viability and expected future financial performance of the asset.

- Assessed which costs qualify for capitalisation as software development intangible fixed asset additions.

- Determined that the accounting policies in place in respect of turnover recognition and measurement are reasonable.

2.4. Turnover

Turnover is recognised the the extent that is it probable the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of consideration received or receivable, excluding discounts, rebates, valued added tax and other sales taxes.

Turnover 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 the turnover can be reliably measured;

- it is probable that the company 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 reliably measured.

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Bubbles Online Services Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

2.5. Research and Development

Software development costs are recognised as an intangible asset when all of the following criteria are demonstrated:

- The technical feasibility of completing the software so that it will be available for use or sale.

- The intention to complete the software and use or sell it.

- The ability to use the software or to sell it.

- How the software will generate probable future economic benefits.

- The availability of adequate technical, financial and other resources to complete the development and to use or sell the software.

- The ability to measure reliably the expenditure attributable to the software during its development.

Following initial recognition of the development expenditure as an asset the cost model is applied, requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised evenly over the period of expected future benefit of 3 years. During the period of development the asset is tested for impairment annually.

Research expenditure is written off as incurred.

2.6. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Motor Vehicles	25% reducing balance
Fixtures & Fittings	25% reducing balance
Computer Equipment	25% reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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 credited or charged to profit or loss.

2.7. Leasing and Hire Purchase Contracts

Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

2.8. Financial Instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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

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.

Derecognition of financial assets

...CONTINUED

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Bubbles Online Services Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

2.8. Financial Instruments - continued

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, 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.

2.9. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.10. Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

2.11. Pensions

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

2.12. Investments

Investments in subsidiary undertakings are recognised at cost less impairment.

2.13. Share based payments

The company issues equity-settled share options and cash-settled share appreciation rights to certain employees. Equity-settled share based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity settled share based payments is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured by use of the appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

A liability equal to the portion of the goods or services received is recognised at and remeasured to the current fair value determined at each balance sheet date for cash-settled share appreciation rights, with any changes in fair value recognised in profit or loss.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 34 (2024: 41)

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Bubbles Online Services Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

4. Intangible Assets

	Development Costs
	£
Cost
As at 1 September 2024	3,886,884
Additions	187,055

As at 31 August 2025	4,073,939

Amortisation
As at 1 September 2024	3,624,303
Provided during the period	201,327

As at 31 August 2025	3,825,630

Net Book Value
As at 31 August 2025	248,309

As at 1 September 2024	262,581

Intangible assets relate to mobile application development costs. The company has been focused on extensive development of its mobile app asset for a number of years. The cost of development provides the framework for the company's business model. In accordance with the requirements of FRS 102, the directors evaluate the expected future economic benefits of the capitalised costs to the extent that they are satisfied with reasonable certainty that those benefits will exceed the cost.

While it is possible to measure the costs with reasonable certainty, the economic benefit of the development expenditure is that of the entire business undertaking, since such development is fundamental to the main business activity. As such, the directors have concluded that, as well as following the requirements of FRS 102, it is a logical imperative that the development expenditure be capitalised as an intangible asset. Based upon forecasts, the company is confident the intangible asset will generate significant revenues in due course.

5. Tangible Assets

	Plant & Machinery etc.
	£
Cost
As at 1 September 2024	202,035
Additions	8,133

As at 31 August 2025	210,168

Depreciation
As at 1 September 2024	143,193
Provided during the period	15,221

As at 31 August 2025	158,414

Net Book Value
As at 31 August 2025	51,754

As at 1 September 2024	58,842

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Bubbles Online Services Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

6. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 September 2024	3,000

As at 31 August 2025	3,000

Provision
As at 1 September 2024	-

As at 31 August 2025	-

Net Book Value
As at 31 August 2025	3,000

As at 1 September 2024	3,000

Investments in shares

The company owns 100% of the issued share capital of the following entities, all of which are dormant.

Name of entity: Jisp Solutions Ltd

Registered offic: 15b High Street, Alton, GU34 1AW

Name of entity: Scan & Win Services Ltd (formerly known as Digital Passport Ltd)

Registered offic: 15b High Street, Alton, GU34 1AW

Name of entity: Jisp Norway AS

Registered offic: Holtegata 26, 0355, Oslo, Norway

7. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	26,820	99,092
Amounts owed by group undertakings	13,201	13,201
Other debtors	41,908	42,865

	81,929	155,158

The company has a debt factoring agreement and the factor has a fixed and floating charge over the company's assets.

8. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Net obligations under finance lease and hire purchase contracts	2,350	3,337
Trade creditors	197,426	182,611
Other loans	33,668	480,541
Other creditors	45,608	85,811
Taxation and social security	253,849	156,279

	532,901	908,579

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Bubbles Online Services Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 August 2025

Other loans represent the balance of unsecured convertible loan notes issued to investors during the year which had not been converted to equity at the year end. Each convertible loan note is issued at a coupon of 10% and carries the right to be redeemed in full, plus interest, or converted to equity at a date determined by the loan note holder. As a result, the unsecured convertible loan notes are recognised as debt instruments until such time they are converted to equity.

The total convertible loan note interest recognised as an expense for the year ended 31 August 2025 is £19,510 (2024: £50,685).

9. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Net obligations under finance lease and hire purchase contracts	-	2,217

10. Obligations Under Finance Leases and Hire Purchase

	2025	2024
	£	£
The future minimum finance lease payments are as follows:
Not later than one year	2,350	3,337
Later than one year and not later than five years	-	2,217

	2,350	5,554

	2,350	5,554

11. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	720	306

12. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	40,500	33,101
Later than one year and not later than five years	126,000	13,792

	166,500	46,893

13. Related Party Transactions

In accordance with FRS 102 Section 33, the company has not disclosed any related party transactions between this company and its wholly-owned subsidiaries.

14. Ultimate Controlling Party

There is no individual ultimate controlling party.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		248,309		262,581
Tangible Assets	5		51,754		58,842
Investments	6		3,000		3,000

			303,063		324,423
CURRENT ASSETS
Debtors	7	81,929		155,158
Cash at bank and in hand		3,927		22,878

		85,856		178,036
Creditors: Amounts Falling Due Within One Year	8	(532,901 )		(908,579 )

NET CURRENT ASSETS (LIABILITIES)			(447,045 )		(730,543 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(143,982 )		(406,120 )

Creditors: Amounts Falling Due After More Than One Year	9		-		(2,217 )

NET LIABILITIES			(143,982 )		(408,337 )

CAPITAL AND RESERVES
Called up share capital	11		720		306
Share premium account			21,582,159		18,373,022
Capital redemption reserve			6		6
Income Statement			(21,726,867 )		(18,781,671 )

SHAREHOLDERS' FUNDS			(143,982)		(408,337)