The directors present the strategic report for the year ended 31 December 2025.
From 2025, reflecting our continued growth, we present consolidated figures for Yapily Ltd and its subsidiaries (the "Group") alongside Yapily Ltd standalone figures for all statements except the income statement, which is presented on a consolidated basis only. 2024 figures have been restated on a consolidated basis for comparability.
In 2025, the Group continued to combine strong growth with financial discipline to establish a path toward a sustainable business model and profitability. Turnover increased by 153% to £16.7 million (2024: £6.6 million), reflecting robust adoption of our open banking platform across both payments and data solutions.
These positive financial outcomes, combined with a sharp focus on cost efficiencies, enabled the Group to achieve operational profitability in 2025 and remain operationally profitable in 2026 to date, making it one of the few players in the space to reach this critical milestone.
The Group's model is built on efficiency and scalability. Gross profit increased to £16.3 million, with the gross margin further improving to 98% (2024: 95%), significantly ahead of peers in the sector and highlighting the strength of our core business. This achievement was delivered on a leaner capital base than others in the sector, underscoring the business's effectiveness and scalability.
Operating costs increased by 9% to £14.1 million (2024: £13.0 million), well below the 153% growth in turnover. This cost discipline reflected targeted operational streamlining, leveraging advancements in AI to generate efficiencies, focused hiring, and improved vendor efficiency. The combination of strong revenue growth and a broadly stable cost base delivered an operating profit of £2.2 million (2024: operating loss of £6.7 million), reinforcing the progress made towards long-term profitability.
Operating profit is stated after non-cash charges for bad debts and share-based payments, as set out in note 4. Earnings before interest, tax, depreciation and amortisation (EBITDA) before these non-cash charges was £3.2 million (2024: loss of £6.3 million), a measure not defined by UK GAAP.
The actions taken in 2025 continued to lay a strong foundation for continued momentum in 2026. With recurring revenues growing at a strong double-digit rate in the new year, consistently maintaining top-tier margins, a disciplined cost structure, and ongoing improvements in unit economics, the Group is advancing into its next phase of growth from a position of strength. This has allowed them to keep winning key enterprise clients in 2025 and 2026, which will be instrumental in driving Open Banking adoption in the years ahead.
The Group's financial performance, along with its focus on enterprise customers who require reliable and financially robust partners, and its product capabilities, has positioned the Group not only to grow but also to lead the sector as the benchmark for sustainable and profitable open banking. With a clear path ahead and complete control over its destiny, the Group can now align its growth with the evolution of Open Banking and Open Finance. This will allow the Group to support both mandatory and premium APIs, assuring our enterprise clients of our sustained long-term commitment.
Key achievements in 2025
Total revenues grew 153% to £16.7 million this year, with recurring contracts that underlined the depth and durability of our customer relationships.
EBITDA before non-cash charges of £3.2 million, from a loss of £6.3 million in 2024.
Gross profit margin improved to 98% (2024: 95%), reflecting revenue growth against a broadly fixed cost of sales.
Payment volumes increased by 178%, resulting in a 2.1-fold rise in total payment value.
Secured several new major strategic enterprise customers, including announcing and going live with the partnership with Google to provide bank account verification services for their business customers in Europe, enhancing both our scale and credibility in the market.
Achieved major product innovation milestones, including the launch of Verification of Payee (VOP) and the general availability of Sweeping Variable Recurring Payments (VRP).
The Group operates in a dynamic and competitive market, with risks including:
Regulatory change in the open banking sector.
Cybersecurity and data protection threats.
Competition from established and emerging market entrants.
The ability to secure and maintain bank connectivity and customer adoption.
These risks are actively managed through continuous product innovation, investment in security as well as compliance capabilities, and strong relationships with partners and clients. The Group also recognises that growth requires ongoing investment, which places pressure on cash resources. This is carefully mitigated through detailed financial planning and proactive cash management.
Future developments
Looking ahead to 2026, the Group will focus on deepening its market leadership in open banking infrastructure while accelerating profitable global growth.
Key priorities include:
Delivering for Strategic Customers: expanding our relationship with major strategic partners to further unlock new opportunities and drive long-term mutual value.
Strengthening the Core: accelerating engineering and product hiring to deliver an expanded roadmap, extending bank connectivity and coverage, and improving ease of integration and data insights for customers.
Product Innovation: launching premium APIs, including Commercial Variable Recurring Payments, to compete with card-on-file and direct debit and accelerate Open Banking adoption.
Develop new payment capabilities to upsell/cross-sell to existing customers, expanding the Group's total addressable market.
Geographic Expansion: strengthening bank connectivity and coverage across Europe and progressing plans for international market expansion.
Operational Excellence: further improving scalability, reliability and cost efficiency through automation, tooling and AI adoption, with continued focus on resilience and security.
Profitability and Discipline: maintaining positive EBITDA while investing in future growth, ensuring the Group's expansion remains sustainable and disciplined.
Human resources
In 2025, the Group continued to streamline its organisation to create a leaner, more focused business, maintaining average headcount at 102 (2024: 101) employees. This current revenue per employee increased by over 150% year on year, a clear indicator of stronger productivity and operational leverage.
Despite continuing to be a lean organisation, we remain committed to attracting, developing, and retaining top talent. Our culture continues to emphasise diversity, inclusion, and high performance, ensuring our team is well-aligned with the Group's mission and long-term growth objectives.
Environmental, employee, and social matters
The Group recognises the importance of operating responsibly. We are committed to sustainability, diversity & inclusion, employee development, and strong ethical standards. Our policies and initiatives in these areas continue to support long-term value creation.
Financial instruments
The Group has normal exposure to price, credit, liquidity, foreign exchange, and cash-flow risks. Revenues are earned in GBP and EUR, with balances held across these currencies to manage risk. The Group does not currently undertake hedging transactions.
On behalf of the board
The directors present their annual report and the audited financial statements of the Company and the Group for the financial year ended 31 December 2025.
The results for the year are set out on page 11.
The directors do not recommend payment of a dividend in the year (2024: £Nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Directors' indemnities
The Group has made qualifying third party indemnity provisions for the benefit of its directors which were made during the financial year and remain in force at the date of this report.
The Group continues to invest in developing new features and enhancements for its platform. This ensures that we remain at the forefront of the open banking revolution, delivering innovation to our customers and maintaining a competitive advantage.
After the year end, the Company issued 24,742 ordinary shares of £0.0000001 each for total consideration of £18,000.
Matters covered by the strategic report
See the Strategic Report for details of the principal risks and future developments.
Going concern
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis of accounting in preparing the annual financial statements. More detail can be found in note 1 of the financial statements.
Share issue
The Company issued 56,997 (2024: 52,811) ordinary shares of £0.0000001 each during the year.
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.
We have audited the financial statements of Yapily Ltd (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group 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).
Basis for opinion
Other matter
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the Group were identified through discussions with directors and other management, and from our commercial knowledge and experience of the payments service industry. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the Group, including the Payment Service Regulations 2017, Money Laundering regulations, Financial Conduct Authority (FCA), the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
understanding the design of the Group's remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and relevant regulators including the FCA.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and total comprehensive income for the year is all attributable to the owners of the parent company.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 17 to 34 form part of these financial statements.
The notes on pages 17 to 34 form part of these financial statements.
The notes on pages 17 to 34 form part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s profit for the year was £1,131,000 (2024 - £14,702,000 loss).
The notes on pages 17 to 34 form part of these financial statements.
The notes on pages 17 to 34 form part of these financial statements.
The notes on pages 17 to 34 form part of these financial statements.
Yapily Ltd (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 66 Paul Street, London, England, EC2A 4NA.
The Group consists of Yapily Ltd and all of its subsidiaries (the "Group").
The principal activities of the Group and the nature of it's operations are set out in the directors report.
The financial statements have been prepared under the historical cost convention, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
In preparing the consolidated financial statements, the Group has taken advantage of the exemption available under section 408 of the Companies Act 2006 not to present a separate Statement of Comprehensive Income for the Company.
The Group is a qualifying entity for the purposes of FRS 102 and has taken advantage of the available
disclosure exemptions, including the exemption from presenting a Company cash flow statement.
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 £000.
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December. Subsidiaries are entities controlled by the Company.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Group. All intra-group balances, transactions, income and expenses are eliminated on consolidation.
The following subsidiary undertaking is exempt from the requirements of Part 16 of the Companies Act 2006 relating to the audit of individual financial statements by virtue of section 479A of that Act. The Company has guaranteed the liabilities of the subsidiary in accordance with section 479C of the Companies Act 2006:
Yapily Connect Limited
Although the balance sheet reflects net liabilities at year end, the Group recorded its first profitable year. The directors have reviewed cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements and, taking into account available cash resources and forecast trading results, are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. The financial statements have therefore been prepared on the going concern basis.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be measured reliably.
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover from the provision of services is recognised in the accounting period in which the services are provided. Turnover from recurring service arrangements is recognised on a straight-line basis over the term of the contract, reflecting the pattern of service delivery to the customer.
Amounts invoiced or received in advance of the provision of services are recognised as deferred income and included within creditors due within one year until the related services have been provided.
Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so 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.
Research and development
Research expenditure is recognised as an expense as incurred. Development expenditure is recognised as an expense as incurred unless the Group elects to capitalise development costs that meet the recognition criteria for an intangible asset. Where development costs are capitalised, they are amortised over the period during which the Group is expected to derive economic benefit from the related project.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the Company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the profit and loss as described below.
Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Current asset investments
Current asset investments (where they are publicly traded or their fair value is reliably measurable) are measured at fair value through the Statement of Comprehensive Income. Where fair value cannot be measured reliably, investments are measured at cost less impairment.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors, loans to fellow group companies and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Group's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
The Group operates a defined contribution scheme. The amount charged to the Statement of Comprehensive Income in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.
Equity-settled share-based payment transactions are measured at fair value 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 Group’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 an 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.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an
acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
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.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Convertible loan notes
The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.
Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.
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.
Critical accounting judgements
The following are the judgements that have had the most significant effect on the amounts recognised in the financial statements:
Convertible loan note – Management has exercised judgement in determining the allocation of the convertible loan note between its liability and equity components. This includes assessing whether the contractual premium payable on redemption should be incorporated into the calculation of the liability component and determining the market interest rate that would apply to a similar debt instrument without conversion rights.
Legal claims and provisions – Management has exercised judgement in assessing whether a present obligation exists as a result of past events and whether an outflow of economic benefits is probable. Where a provision has been recognised, estimates are required regarding the timing and amount of any settlement.
Key sources of estimation uncertainty
The following estimates and assumptions have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year:
Recoverability of deferred tax assets – The recognition of deferred tax assets in respect of carried-forward tax losses is based on estimates of future taxable profits and the period over which such profits are expected to arise. Changes in assumptions regarding future trading performance could result in a material adjustment to the carrying amount of the deferred tax asset.
Valuation of share-based payment awards – The fair value of share-based payment awards is determined using valuation techniques requiring management to make assumptions regarding, among other matters, expected volatility, expected life, probability of vesting and discount rates. Changes in these assumptions may materially affect the value of the charge recognised.
Recoverability of trade debtors – The provision for expected credit losses requires management to assess the recoverability of outstanding balances having regard to customer-specific circumstances, payment history, ageing profiles and other available evidence. Actual cash collections may differ from amounts estimated.
The turnover is attributable to the one principal activity of the Group.
An analysis of turnover by geographical market is given below:
The average monthly number of persons (including directors) employed by the Group and Company during the year was:
Their aggregate remuneration comprised:
The financial obligation relates to a matter previously disclosed as a contingent liability in the 2023 Company financial statements. It is recognised within other creditors and is repayable in annual instalments through to 2029. During the year a revenue-based trigger under the arrangement was met, giving rise to an additional obligation of £259,000, recognised on the same basis. The £948,000 present value adjustment represents the unwinding of the discount on the obligation.
The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Details of the Company's subsidiaries at 31 December 2025 are as follows:
Trade debtors is presented net of a provision for bad and doubtful debts of £477,000 (2024: £340,000).
Other creditors of £5,585,000 (2024: £7,107,000) comprise other obligations falling due after more than one year, see note 8 for further details.
During the year the Group and Company issued convertible loan notes of £4,000,000 (2024: £6,000,000). The effective rate of interest is 8% and the loan notes are due to mature on 22 May 2030.
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 Balance Sheet represents the effective interest rate less interest paid to that date.
The equity component of the convertible loan notes has been credited to the equity reserve.
The following are the major deferred tax liabilities and assets recognised by the Group and Company, and movements thereon:
Equity-settled share option schemes
The Group operates an equity settled Enterprise Management Incentive (EMI) Share Option Scheme and non-EMI Scheme. The options are ordinary shares granted with a fixed exercise price determined at the grant of the option. The options vest over a period of up to 4 years following the date of the grant. The options are exercisable until up to the 10th anniversary from the date of grant. Employees are not entitled to dividends until the shares are exercised. Vesting of options is subject to continued employment with the Group.
The total figure included in the share options reserves as at 31 December 2025 is £140,000 (2024: £33,000).
During the year 56,997 (2024: 52,811) ordinary shares were issued at nominal value of £0.0000001. Consideration received amounted to £72,000 (2024: £2,000).
Ordinary shares have full voting rights and rights to dividends. The shares are not redeemable. Rights to participate in a distribution on liquidation or a return of capital after 1) The holders of seed preferred shares, and 2) the holders of the deferred shares (If any).
Seed Preferred shares have full voting rights and right to dividends. The shares are not redeemable. Rights to participate in a distribution on liquidation or a return of capital in priority to the holders of deferred shares (if any) and the holders of ordinary shares.
Series A Preferred shares have full voting rights and rights to dividends. The shares are not redeemable. Rights to participate in a distribution on liquidation or a return of capital after 1) The holders of seed shares, series A shares, 2) holders of ordinary shares and 3) the holders of the deferred shares (If any).
Series B Preferred shares have full voting rights and rights to dividends. The shares are not redeemable. Rights to participate in a distribution on liquidation or a return of capital after 1) The holders of preferred shares; 2) holders of deferred shares (if any) 3) the holders of the ordinary shares.
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:
After the year end, the Company issued 24,742 ordinary shares of £0.0000001 each for total consideration of £18,000.
Key management personnel compensation is equal to the directors remuneration detailed in note 7.
The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned subsidiaries in the Group.