Company registration number 07928800 (England and Wales)
PSYCLE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PSYCLE LIMITED
COMPANY INFORMATION
Directors
Mrs H Geary
Mr G Moore
Mr C Schlee
Mrs A Wareham
Mr D Watt
Company number
07928800
Registered office
87-89 Mortimer Street
London
W1W 7SW
Auditor
Azets Audit Services
3 St James Court
Whitefriars
Norwich
Norfolk
United Kingdom
NR3 1RJ
PSYCLE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Consolidated statement of comprehensive income
9
Consolidated statement of financial position
10
Company statement of financial position
11 - 12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Notes to the financial statements
16 - 34
PSYCLE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Review of the business
Psycle delivered another year of strong revenue growth in 2025, continuing the positive trajectory established in prior years. Revenue increased by 15% to £9.7 million, driven by the successful opening of the Psycle Bank studio in the City of London and the 3.6% like for like revenue growth achieved across existing sites.
In 2025, Psycle was one of the first operators in the UK boutique fitness market to launch an Infrared product, which has scaled rapidly through 2025 and into 2026.
Gross profit increased to £7.4 million (2024: £6.4 million), reflecting both revenue growth and continued focus on class optimisation and yield management.
EBITDA excluding pre opening losses and impairment increased 54% to £0.8 million (2024: £0.5 million).
The Group recorded an operating loss of £0.8 million (2024: £0.5 million). This loss includes a £0.5 million impairment of the Notting Hill studio recognised in the year. Excluding this impairment charge, the operating loss for the year was £0.3 million, a £0.2 million reduction from 2024.
Principal risks and uncertainties
The Group’s approach to risk management involves identifying and reviewing material risks during annual budget cycles, consolidating these into a Group level strategic plan for consideration and approval at board level.
This section highlights key risks and uncertainties affecting the Group and how they are mitigated. While the Group is exposed to a broader range of risks, those listed below are considered most likely to have a material impact at this time.
Strategic risks
Product differentiation relative to competition not maintained; failure to align with customer needs
Feedback from customers is collected and monitored regularly and used to inform strategic decision making. Strong quality control processes are in place, and the competitor marketplace is continually monitored and assessed.
Operational Risks
Significant cyber security breach or outage
Key operating systems have been reviewed to ensure adequate insurance cover. Regular improvements are made to mitigate cyber security risks and ensure client and business data is protected.
Recruitment and retention of key employees
The Group has a strong management team and talent acquisition capability. Building and maintaining a positive and creative work environment remains a core business value.
Financial Risks
Inability to fund the expansion of the Group
Cash flow is closely monitored across the Group and managed centrally using short, medium and long term forecasting. Management works closely with the board to maintain funding availability ahead of business requirements.
PSYCLE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Price Risks
Adverse cost increases
The Group’s key costs are premises and personnel. Although cost variance may adversely affect profitability, the Group has entered into long term leases with landlords and maintains regular communication with personnel to manage fluctuations satisfactorily.
Credit Risks
Customer defaults
Due to the nature of the business and the fact that customers pay for services either at the point of sale or in advance, credit risk is not considered material.
Liquidity and Cash Flow Risk
Insufficient cash generated from operations
Liquidity risk arises from the Group’s management of working capital. The Group actively manages its cash generation and maintains sufficient cash holdings to meet its immediate obligations.
Key performance indicators
Revenue increased £1,266,468 from £8,477,599 to £9,744,067, driven by revenue improvements from existing studios and the opening of the City of London site.
Gross profit increased £977,504 from £6,429,276 to £7,406,780, reflecting the increase in revenues.
Operating loss increased £322,061 from £535,930 to £857,991, primarily due to planned investment in new studio openings and the impairment of fixed assets at the Notting Hill studio.
2025
2024
Change (£)
Change (%)
Revenue
9,744,067
8,477,599
1,266,468
15
Gross profit
7,406,780
6,429,276
977,504
15
Operating loss
(857,991)
(535,930)
(322,061)
(85)
Mr D Watt
Director
3 September 2026
PSYCLE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company and group continued to be that of the provision of fitness facilities and classes across Greater London.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mrs H Geary
Mr G Moore
Mr C Schlee
Mrs A Wareham
Mr D Watt
Matters dealt within the Strategic Report that would otherwise be included in Directors' report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'strue
strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the future
developments and financial risk management objectives of the Company.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Future developments
The directors foresee no material change in the nature of the Group’s activities. Revenue growth is expected to be driven by the opening of new studios and continued expansion of the membership base.
Post balance sheet events
After the year end, the group drew down a further £448,000 of bank loans from the available facility.
In February 2026 Psycle opened its 7th studio in London Bridge.
In August 2026 the Company entered into a new 15 year lease agreement, for a new studio in Clapham, London. The agreement was entered into as part of the Company's planned expansion of operations and was not in existence at the reporting date. The studio is set to open Q4 2026. The financial effect, being the commitment to future rental costs, is not being disclosed on the basis this is commercially sensitive information.
PSYCLE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
Mr D Watt
Director
3 September 2026
PSYCLE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
PSYCLE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PSYCLE LIMITED
- 6 -
Opinion
We have audited the financial statements of Psycle Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the company statement of financial position, the consolidated statement of changes in equity, the company statement of changes in equity, the consolidated statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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.
PSYCLE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PSYCLE LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our audit was designed to include tests of detail together with an assessment of the control environment to enable
us to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including
transactions with related parties, revenue recognition, management override of systems and control and accounting
estimates.
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.
PSYCLE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PSYCLE LIMITED
- 8 -
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit
engagement team:
Obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;
Inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
Inquired of management, those charged with governance about any non-compliance with laws and regulations.
Reviewed board minutes for any indication of non-compliance with laws and regulations and indications of fraud.
Tested journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions
Reviewed income around the year end to ensure the cut off and deferred balance was reasonable.
All audit team members were made aware of the applicable laws and regulations, as well as potential fraud risks
during the planning stage of the audit and this was discussed at the audit team planning meeting. It was therefore
determined that team members all had the relevant awareness and competence to identify any instances of non-compliance or fraud.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to
ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for
the prevention and detection of fraud.
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.
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.
Barry Gostling (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
Statutory Auditor
Chartered Accountants
3 St James Court
Whitefriars
Norwich
Norfolk
NR3 1RJ
United Kingdom
4 September 2026
PSYCLE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
as restated
Notes
£
£
Revenue
3
9,744,067
8,477,599
Cost of sales
(2,337,287)
(2,048,323)
Gross profit
7,406,780
6,429,276
Administrative expenses
(8,264,771)
(6,965,206)
Operating loss
4
(857,991)
(535,930)
Finance costs
7
(92,030)
(10,996)
Loss before taxation
(950,021)
(546,926)
Tax on loss
8
Loss for the financial year
23
(950,021)
(546,926)
Total comprehensive income for the year is all attributable to the owners of the parent company.
There was no other comprehensive income for 2025 (2024: £Nil).
PSYCLE LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
as restated
Notes
£
£
£
£
Non-current assets
Intangible assets
10
56,624
50,864
Property, plant and equipment
11
4,651,491
3,855,687
4,708,115
3,906,551
Current assets
Inventories
14
71,787
54,940
Trade and other receivables falling due after more than one year
15
740,053
536,053
Trade and other receivables falling due within one year
15
773,319
705,452
Cash and cash equivalents
634,817
1,065,706
2,219,976
2,362,151
Current liabilities
16
(3,342,314)
(2,432,137)
Net current liabilities
(1,122,338)
(69,986)
Total assets less current liabilities
3,585,777
3,836,565
Non-current liabilities
17
(1,282,910)
(603,817)
Net assets
2,302,867
3,232,748
Equity
Called up share capital
22
312,573
312,573
Share premium account
23
14,320,337
14,320,337
Capital redemption reserve
23
2,494,801
2,494,801
Other reserves
23
662,976
642,836
Retained earnings
23
(15,487,820)
(14,537,799)
Total equity
2,302,867
3,232,748
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 3 September 2026 and are signed on its behalf by:
03 September 2026
Mr D Watt
Director
Company registration number 07928800 (England and Wales)
PSYCLE LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
as restated
Notes
£
£
£
£
Non-current assets
Intangible assets
10
56,624
50,864
Property, plant and equipment
11
4,651,491
3,855,687
Investments
12
7
7
4,708,122
3,906,558
Current assets
Inventories
14
71,787
54,940
Trade and other receivables falling due after more than one year
15
740,053
536,053
Trade and other receivables falling due within one year
15
773,319
705,452
Cash and cash equivalents
634,817
1,065,706
2,219,976
2,362,151
Current liabilities
16
(3,342,321)
(2,432,144)
Net current liabilities
(1,122,345)
(69,993)
Total assets less current liabilities
3,585,777
3,836,565
Non-current liabilities
17
(1,282,910)
(603,817)
Net assets
2,302,867
3,232,748
Equity
Called up share capital
22
312,573
312,573
Share premium account
23
14,320,337
14,320,337
Capital redemption reserve
23
2,494,801
2,494,801
Other reserves
23
662,976
642,836
Retained earnings
23
(15,487,820)
(14,537,799)
Total equity
2,302,867
3,232,748
PSYCLE LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 12 -
As permitted by section 408 of the Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £950,021 (2024 - £546,926 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 3 September 2026 and are signed on its behalf by:
03 September 2026
Mr D Watt
Director
Company registration number 07928800 (England and Wales)
PSYCLE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Share premium account
Capital redemption reserve
Share option reserve
Convertible loan note reserve
Retained earnings
Total
£
£
£
£
£
£
£
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
308,841
14,174,069
2,494,801
549,303
-
(13,441,570)
4,085,444
Restatement of prior year
-
-
-
-
-
(549,303)
(549,303)
As restated
308,841
14,174,069
2,494,801
549,303
-
(13,990,873)
3,536,141
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
-
-
(546,926)
(546,926)
Share based payment
-
-
-
78,332
-
-
78,332
Equity element of convertible loan notes issued
-
-
-
-
15,201
-
15,201
Share issue
3,732
146,268
-
-
-
-
150,000
Balance at 31 December 2024
312,573
14,320,337
2,494,801
627,635
15,201
(14,537,799)
3,232,748
Period ended 31 December 2025:
Loss and total comprehensive income
-
-
-
-
-
(950,021)
(950,021)
Share based payment
-
-
-
11,390
-
-
11,390
Equity element of convertible loan notes issued
-
-
-
-
8,750
-
8,750
Balance at 31 December 2025
312,573
14,320,337
2,494,801
639,025
23,951
(15,487,820)
2,302,867
PSYCLE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Share premium account
Capital redemption reserve
Share option reserve
Convertible loan note reserve
Retained earnings
Total
£
£
£
£
£
£
£
As restated for the period ended 31 December 2024:
Balance at 1 January 2024
308,841
14,174,069
2,494,801
549,303
-
(13,441,570)
4,085,444
Restatement of prior year
-
-
-
-
-
(549,303)
(549,303)
As restated
308,841
14,174,069
2,494,801
549,303
-
(13,990,873)
3,536,141
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
-
-
(546,926)
(546,926)
Share based payment
-
-
-
78,332
-
-
78,332
Equity element of convertible loan notes issued
-
-
-
-
15,201
-
15,201
Share issue
3,732
146,268
-
-
-
-
150,000
Balance at 31 December 2024
312,573
14,320,337
2,494,801
627,635
15,201
(14,537,799)
3,232,748
Period ended 31 December 2025:
Profit and total comprehensive income
-
-
-
-
-
(950,021)
(950,021)
Share based payment
-
-
-
11,390
-
-
11,390
Equity element of convertible loan notes issued
-
-
-
-
8,750
-
8,750
Balance at 31 December 2025
312,573
14,320,337
2,494,801
639,025
23,951
(15,487,820)
2,302,867
PSYCLE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
712,414
908,394
Investing activities
Purchase of intangible assets
(37,475)
(63,904)
Proceeds from disposal of intangibles
-
75,000
Purchase of property, plant and equipment
(2,007,828)
(787,110)
Net cash used in investing activities
(2,045,303)
(776,014)
Financing activities
Proceeds from issue of shares
-
150,000
Convertible loan note issued
350,000
608,022
Bank loans received
553,198
-
Interest paid
(1,198)
-
Net cash generated from financing activities
902,000
758,022
Net (decrease)/increase in cash and cash equivalents
(430,889)
890,402
Cash and cash equivalents at beginning of year
1,065,706
175,304
Cash and cash equivalents at end of year
634,817
1,065,706
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
1
Accounting policies
Company information
Psycle Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 87-89 Mortimer Street, London, England, W1W 7SW.
The group consists of Psycle Limited and all of its subsidiaries.
1.1
Basis of preparation
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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
In preparing the separate financial statements of the Parent Company, advantage has been taken of the following disclosure exemption available in FRS 102:
The following principal accounting policies have been applied:
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the
acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs
directly attributable to the business combination. The excess of the cost of a business combination over the
fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The
cost of the combination includes the estimated amount of contingent consideration that is probable and can be
measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively
for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries,
joint ventures and associates are accounted for at cost less impairment.
1.3
Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are, therefore, eliminated in full.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern
The directors continue to adopt the going concern basis in preparing the financial statements. They have assessed the availability of funding and reviewed detailed cash flow projections to confirm the Company and Group can meet its obligations as they fall due. Trading in the period since the reporting date has been at or above the levels included in the cash flow forecasts.
Management have modelled a range of downside scenarios, all of which demonstrate that the group retains sufficient liquidity to meet its commitments, including, but not limited to, the repayment of the convertible loan note at the end of 2027. The directors have also considered available contingency options available to them in the unlikely event that cash flow projections were significantly missed, all of which would create the required headroom if needed.
As at the year end, the Company and Group were in a net current liability position, a significant portion of which relates to deferred income for classes paid in advance; this balance is a non cash liability that will unwind as services are delivered. The strength of post year end trading performance, together with cash generated from operations and the additional drawdown of the bank loan after the reporting date, has enabled the Company and Group to meet all obligations as they fall due.
1.5
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from rendering of services is represented by class credits, membership subscriptions and ancillary sales.
Class credits and membership subscriptions are paid for in advance and recognised as contract liabilities. The performance obligation of a class credit is satisfied at the earlier of the class taking place or expiration date attached to that credit. Membership subscriptions are recognised over time, on a straight-line basis over the membership period.
Revenue from ancillary sales is recognised when the goods are transferred to the customer at point of sale.
1.6
Intangible fixed assets other than goodwill
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
The estimated useful lives range as follows:
Website
3 years
The directors have assessed the estimated useful life of 3 years based on the nature of the intangible asset and its expected value in use before significant redevelopment is required.
1.7
Property, plant and equipment
Tangible assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.
Depreciation is provided on the following basis:
Leasehold improvements
5 - 10 years
Fixtures and fittings
2 - 5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
1.8
Non-current investments
Investments represent investments in subsidiaries and are measured at cost less accumulated impairment.
1.9
Impairment of non-current assets
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. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
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.
1.10
Inventories
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
Financial instruments
Financial assets and financial liabilities are recognised in the Balance Sheet when the Group becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Group’s cash management.
Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.13
Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
1.14
Retirement benefits
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.15
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
1.16
Leases
As lessee
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
1.17
Interest income is recognised in profit or loss using the effective interest method.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
2
Judgements and key sources of estimation uncertainty
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 directors consider that the following judgements have had the most significant effect on amounts recognised in the financial statements:
Significant management judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Lease classification
The classification of leases entered into by the Group either as a lessee as operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Financial instruments
The classification of financial instruments as “basic” or “other” requires judgement as to whether all applicable conditions as basic are met. This includes consideration of the form and its return.
3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Fee income
8,999,285
7,856,924
Sales of consumable goods
744,782
620,675
9,744,067
8,477,599
All revenue arose within the United Kingdom.
4
Operating loss
2025
2024
£
£
Operating loss for the period is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
29,800
35,150
Depreciation of property, plant and equipment
943,559
893,329
Impairment of property, plant and equipment
477,930
-
Amortisation of intangible assets
31,715
57,950
Share-based payments
11,390
78,332
Operating lease charges
1,183,565
1,146,348
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
5
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
as restated
as restated
Total
106
98
106
98
Their aggregate remuneration comprised:
Group
Company
2025
2024
2025
2024
as restated
as restated
£
£
£
£
Wages and salaries
2,816,783
2,379,952
2,816,783
2,379,952
Social security costs
207,298
165,884
207,298
165,884
Pension costs
37,918
36,066
37,918
36,066
Share based payments
11,390
78,332
11,390
78,332
3,073,389
2,660,234
3,073,389
2,660,234
6
Directors' remuneration
2025
2024
as restated
£
£
Remuneration for qualifying services
287,769
217,000
Share based payments
11,390
75,778
Company pension contributions to defined contribution schemes
6,330
6,360
305,489
299,138
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
as restated
£
£
Remuneration for qualifying services
265,000
205,000
Share based payments
-
64,388
Company pension contributions to defined contribution schemes
6,000
6,000
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
7
Finance costs
2025
2024
£
£
Interest on bank overdrafts and loans
1,198
-
Interest on convertible loan notes
90,832
10,996
Total finance costs
92,030
10,996
8
Taxation
The actual charge 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:
2025
2024
£
£
Loss before taxation
(950,021)
(546,926)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
(237,505)
(136,732)
Effects of:
Expenses that are not deductible in determining taxable profit
4,286
20,989
Fixed asset timing differences
313,052
191,075
Deferred tax not recognised
(79,833)
(75,332)
Taxation charge in the financial statements
-
-
A deferred tax asset has not been recognised in respect of the losses carried forward of £6,815,573 (2024: £6,791,793).
9
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2025
2024
Notes
£
£
In respect of:
Property, plant and equipment
11
477,930
-
Recognised in:
Administrative expenses
477,930
-
An impairment review was performed for the Notting Hill studio following continued underperformance. The recoverable amount, based on the value in use discounted at 8.6% was nil. An impairment charge of £477,930 has been recognised, reducing the carrying amount of the assets to nil.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
10
Intangible fixed assets
Group and Company
Website
£
Cost
At 1 January 2025
377,247
Additions
37,475
At 31 December 2025
414,722
Amortisation and impairment
At 1 January 2025
326,383
Amortisation charged for the year
31,715
At 31 December 2025
358,098
Carrying amount
At 31 December 2025
56,624
At 31 December 2024
50,864
11
Property, plant and equipment
Group and Company
Leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2025
7,735,146
1,707,191
9,442,337
Additions
1,822,360
394,933
2,217,293
At 31 December 2025
9,557,506
2,102,124
11,659,630
Depreciation and impairment
At 1 January 2025
4,135,859
1,450,791
5,586,650
Depreciation charged in the year
774,277
169,282
943,559
Impairment losses
476,150
1,780
477,930
At 31 December 2025
5,386,286
1,621,853
7,008,139
Carrying amount
At 31 December 2025
4,171,220
480,271
4,651,491
At 31 December 2024
3,599,287
256,400
3,855,687
More information on impairment movements in the year is given in note 9.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
7
7
Movements in non-current investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
7
Carrying amount
At 31 December 2025
7
At 31 December 2024
7
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Class of
% Held
shares held
Direct
Psycle (City) Limited
Ordinary
100.00
Psycle (Clapham) Limited
Ordinary
100.00
Psycle (London Bridge) Limited
Ordinary
100.00
Psycle (Mortimer Street) Limited
Ordinary
100.00
Psycle (MS2) Limited
Ordinary
100.00
Psycle (Shoreditch) Limited
Ordinary
100.00
Psycle (Victoria) Limited
Ordinary
100.00
The registered office address of all subsidiaries is 87-89 Mortimer Street, London, England, W1W 7SW.
14
Inventories
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
71,787
54,940
71,787
54,940
15
Trade and other receivables
Group
Company
2025
2024
2025
2024
as restated
as restated
Amounts falling due within one year:
£
£
£
£
Trade receivables
137,696
166,752
137,696
166,752
Other receivables
56,015
128,495
56,015
128,495
Prepayments and accrued income
579,608
410,205
579,608
410,205
773,319
705,452
773,319
705,452
Amounts falling due after more than one year:
Amounts owed by group undertakings
619,886
415,886
Other receivables
740,053
536,053
120,167
120,167
740,053
536,053
740,053
536,053
Total debtors
1,513,372
1,241,505
1,513,372
1,241,505
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
16
Current liabilities
Group
Company
2025
2024
2025
2024
as restated
as restated
Notes
£
£
£
£
Bank loans
18
204,359
204,359
Trade payables
633,462
137,783
633,462
137,783
Amounts owed to group undertakings
7
7
Other taxation and social security
83,765
247,580
83,765
247,580
Other payables
844,109
612,338
844,109
612,338
Accruals and deferred income
1,576,619
1,434,436
1,576,619
1,434,436
3,342,314
2,432,137
3,342,321
2,432,144
17
Non-current liabilities
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Convertible loans
19
934,071
603,817
934,071
603,817
Bank loans and overdrafts
18
348,839
348,839
1,282,910
603,817
1,282,910
603,817
18
Borrowings
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
553,198
553,198
Payable within one year
204,359
204,359
Payable after one year
348,839
348,839
During the year the company agreed a £1 million bank loan facility. As at the year end £552,000 had been drawn down. Amounts due are fully repayable within 5 years and are secured by way of a fixed and floating charge over all assets.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
19
Convertible loan notes
Group
Company
2025
2024
2025
2024
£
£
£
£
Liability component of convertible loan notes
934,071
603,817
934,071
603,817
During the year the company has issued £350,000 of convertible loan notes (2024: £608,022). All loan notes pay interest at 10% and are unsecured. The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Statement Of Financial Position represents the effective interest rate less interest paid to that date.
The equity component of the convertible loan notes amounts to £23,951 (2024: £15,201) and has been credited to the equity reserve.
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
37,918
36,066
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.
21
Share-based payment transactions
The company has in place individual equity settled share-based compensation plans for the benefit of certain employees and directors. Options under the plan are granted with a fixed exercise price and have varying expiry dates from 2030 - 2070. Options may be exercised once vested, and are settled by way of an issue of shares in the company.
Options are valued at their fair value at grant date using the Black Scholes option pricing model using the exercise price and the directors best estimates of market based inputs including; share price, time to exercise, volatility and the risk free rate. The options vest in tranches on fixed dates following the grant, and are recognised as a share based payment expense in line with the vesting period.
No options have been exercised to date, although £3,891,065 of the £4,182,878 options granted have vested and are available to be exercised.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
21
Share-based payment transactions
(Continued)
- 30 -
Group and company
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
4,052,878
3,936,599
0.46
0.46
Granted
130,000
116,279
0.43
0.43
Outstanding at 31 December 2025
4,182,878
4,052,878
0.46
0.46
Exercisable at 31 December 2025
3,891,065
3,821,788
0.46
0.46
Group
Company
2025
2024
2025
2024
£
£
£
£
Expenses recognised in the year
Arising from equity-settled transactions
11,390
78,332
11,390
78,332
22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
31,257,343 (2024: 31,257,343) Ordinary shares of £0.01 each
31,257,343
31,257,343
312,573
312,573
Ordinary shares have attached to them full voting, dividend and capital distribution rights (including on winding up). They do not confer any right of redemption.
23
Reserves
Share premium
This non distributable reserve represents the consideration paid in excess of the nominal value of shares issued.
Profit and loss account
This represents the accumulated losses incurred by the Group.
Capital redemption reserve
This non distributable reserve represents the amounts transferred following the redemption or purchase of the Company's shares.
Share capital
This non distributable reserve represents the nominal value of shares issued.
Convertible loan note reserve
This reserve represents the equity component of the convertible loan notes.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Reserves
(Continued)
- 31 -
Share option reserve
The share option reserve represents the cumulative share based payment expense.
24
Operating lease commitments
As lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
as restated
2025
2024
2025
2024
£
£
£
£
Within 1 year
1,486,850
1,236,308
297,500
297,500
Years 2-5
4,596,829
3,959,302
728,199
1,025,699
After 5 years
3,448,630
1,685,945
-
-
9,532,309
6,881,555
1,025,699
1,323,199
25
Events after the reporting date
After the year end, the group drew down a further £448,000 of bank loans from the available facility.
In February 2026 Psycle opened its 7th studio in London Bridge.
In August 2026 the Company entered into a new 15 year lease agreement, for a new studio in Clapham, London. The agreement was entered into as part of the Company's planned expansion of operations and was not in existence at the reporting date. The studio is set to open Q4 2026. The financial effect, being the commitment to future rental costs, is not being disclosed on the basis this is commercially sensitive information.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
26
Related party transactions
The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.
Transactions with directors
Remuneration paid to directors is disclosed in Note 6.
During 2025, no directors purchased ordinary shares in the Company (2024: a director purchased 125,813 shares in the Company at a price of £0.40 per share).
During 2025, no options were granted to directors (2024: 116,279 share options granted at an exercise price of £0.43).
In the year, convertible loan notes were issued of £350,000, £100,000 of which was to a director. In the prior year £608,022 of convertible loan notes were issued, £380,100 of this was to a director.
Transactions with key personnel
Key management personnel are those persons having authority and responsibility for planning, controlling and directing the activities of the Group. In the opinion of management, key management personnel comprise the Board of Directors.
27
Controlling party
The directors consider Mr Clive Schlee to be the ultimate controlling party by virtue of his shareholding.
28
Cash generated from group operations
2025
2024
£
£
Loss after taxation
(950,021)
(546,926)
Adjustments for:
Finance costs
92,029
10,996
Gain on disposal of property, plant and equipment
-
(3,746)
Share based payment expense
11,390
78,332
Amortisation and impairment of intangible assets
31,715
57,950
Depreciation of property, plant and equipment
943,559
893,329
Impairment of property, plant and equipment
477,930
-
Movements in working capital:
Increase in inventories
(16,847)
(2,658)
Increase in trade and other receivables
(271,867)
(31,819)
Increase in trade and other payables
394,526
452,936
Cash generated from operations
712,414
908,394
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
29
Analysis of changes in net funds/(debt) - group
1 January 2025
Cash flows
Non-cash movement
31 December 2025
£
£
£
£
Cash at bank and in hand
1,065,706
(430,889)
-
634,817
Borrowings excluding overdrafts
-
(553,198)
-
(553,198)
Convertible loan notes
(603,817)
(350,000)
19,746
(934,071)
461,889
(1,334,087)
19,746
(852,452)
30
Prior period adjustment
Changes to the statement of financial position - group and company
Adjustment
£
Current assets
Debtors due after one year
536,053
Debtors due within one year
(536,053)
Net assets
-
Capital and reserves
Other reserves
642,836
Capital redemption
(15,201)
Retained earnings
(627,635)
Total equity
-
Changes to the income statement - group and company
Adjustment
Period ended 31 December 2024
£
Administrative expenses
(78,332)
Notes to reconciliation
Recognition of share options
The share options granted had not previously been recognised in the financial statements, on the basis that these were considered to be immaterial to the company and group financial statements. Upon review it was determined that the valuation method used was not appropriate, and after considering the valuation of the options using a Black Scholes option pricing model, the fair value of options granted and vested to date, was material.
The comparative amounts have been restated through equity to recognise the fair value vested as at 1 January 2024. Furthermore, amounts have been restated in the Statement of Comprehensive Income, including in the employment costs and directors remuneration disclosure notes, to recognise the share based payment expense arising during the year ended 31 December 2024.
PSYCLE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
30
Prior period adjustment
(Continued)
- 34 -
Lease deposits and property expenses
The financial statements have been adjusted to recognise the costs throughout the group of the running of the studios in each company.
The parent company financial statements had previously recognised lease deposits, paid on behalf of the subsidiary companies, as an other receivable. These amounts have been restated to show these as amounts due from group undertakings.
Property expenses such as rent, rates and service charges have been paid by the parent company on behalf of the subsidiary company. This is for use of the properties by the parent company, and as such represent amounts recharged from the subsidiary companies. Therefore there is a net nil adjustment to Administrative expenses and Operating profit in the comparative period.
Reclassification of deferred income
An amount of £500,000 has been reclassified in the comparative period from being within Other Creditors, to Accruals and Deferred Income, to better reflect the nature of the liability.
Reclassification of convertible loan note reserve
In the comparative period, the aggregate equity component of the convertible loan notes were recognised within the capital redemption reserve. This has been reclassified to a separately held reserve.
Employee numbers
Employee numbers in the comparative period were incorrectly calculated. The total employee numbers in the comparative period has been restated from 108 to 98.
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