PAPAYA TECHNOLOGIES LTD


Directors	TORBEY, Nadine
	URETA, Santi


Registered Address	Arquen House
	4-6 Spicer Street
	St. Albans
	AL3 4PQ


Registered Number	13894704 (England and Wales)

Notes to the Financial Statements
for the year ended 31 December 2025

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in compliance with FRS 102 Section 1A as it applies to the financial statements for the period and there were no material departures from the reporting standard.

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Turnover policy
	Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services.

	Employee benefits
	Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.

Employee benefits

Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.

	Defined contribution pension plan
	The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

	Share-based payments
	The share-based payment has been accounted for as an equity-settled transaction in accordance with FRS 102 Section 26. The fair value of the options at the grant date is recognised as an expense over the vesting period, with a corresponding credit to equity.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Current taxation
	Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows:


		Reducing balance (%)
	Office Equipment	20

	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.

	Cash and cash equivalents
	Cash and cash equivalents include cash held at bank and in hand, together with short-term highly liquid investments with an original maturity of less than three months that are readily convertible to known amounts of cash and subject to an insignificant change in value.

	Government grants or assistance
	Grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability. The Research and Development Expenditure Credit (RDEC) is recognised as a government grant in accordance with FRS 102 Section 24. The gross RDEC credit is recognised within other income in the profit and loss account in the year to which the qualifying expenditure relates and the associated corporation tax is included within the tax charge for the year.

Government grants or assistance

Grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

The Research and Development Expenditure Credit (RDEC) is recognised as a government grant in accordance with FRS 102 Section 24. The gross RDEC credit is recognised within other income in the profit and loss account in the year to which the qualifying expenditure relates and the associated corporation tax is included within the tax charge for the year.

2.	Average number of employees


		2025		2024
	Average number of employees during the year	7		14

3.	Prior period adjustment
	During the year, the company identified that share based payment transactions relating to share option awards in the prior year had not be recognised in accordance with Section 26 Share-based payment of FRS 102. In accordance with Section 10 of FRS 102 Accounting Policies, Estimates and Errors, this has been treated as the correction of a prior period error. The effect of the adjustment on the prior year increased operating expenses by £72,361, increased the loss before tax by £72,361 and increased other reserves by £72,361. The balance sheet and profit and loss statement impact is summarised below: Previously Adjustment Restated reported Administrative expenses £1,309,098 £72,361 £1,381,459 Profit and loss account (£2,702,140) (£72,361) (£2,774,501) Other reserves £nil £72,361 £72,361 Shareholders funds £4,293,887 £nil £4,293,887 There is no impact on the company's cash balances or net assets and the comparative figures for the prior year have been restated accordingly.

Prior period adjustment

During the year, the company identified that share based payment transactions relating to share option awards in the prior year had not be recognised in accordance with Section 26 Share-based payment of FRS 102. 

In accordance with Section 10 of FRS 102 Accounting Policies, Estimates and Errors, this has been treated as the correction of a prior period error.

The effect of the adjustment on the prior year increased operating expenses by £72,361, increased the loss before tax by £72,361 and increased other reserves by £72,361. The balance sheet and profit and loss statement impact is summarised below:

                                                                Previously           Adjustment    Restated
                                                                reported          
Administrative expenses                          £1,309,098          £72,361        £1,381,459
Profit and loss account                            (£2,702,140)        (£72,361)      (£2,774,501)
Other reserves                                               £nil                  £72,361        £72,361
Shareholders funds                                  £4,293,887             £nil             £4,293,887

There is no impact on the company's cash balances or net assets and the comparative figures for the prior year have been restated accordingly.

4.	Tangible fixed assets

	Office Equipment	Total
	£	£
Cost or valuation
At 01 January 25	20,364	20,364
Additions	333	333
Disposals	(900)	(900)
At 31 December 25	19,797	19,797
Depreciation and impairment
At 01 January 25	7,684	7,684
Charge for year	2,593	2,593
On disposals	(344)	(344)
At 31 December 25	9,933	9,933
Net book value
At 31 December 25	9,864	9,864
At 31 December 24	12,680	12,680

5.	Fixed asset investments
	During the year ended 31 December 2025, the company incorporated Papaya Technologies SL, a wholly owned subsidiary in Spain, by subscribing for its share capital.

	Investments in groups¹	Total
	£	£
Cost or valuation
Additions	2,498	2,498
At 31 December 25	2,498	2,498
Net book value
At 31 December 25	2,498	2,498
At 31 December 24	-	-

	Notes
	¹Investments in group undertakings and participating interests

6.	Debtors: amounts due within one year

	2025	2024
	£	£
Trade debtors / trade receivables	46,397	48,632
Amounts owed by group undertakings	45,873	-
Other debtors	28,471	107,961
Prepayments and accrued income	1,233	4,168
Total	121,974	160,761

7.	Creditors: amounts due within one year

	2025	2024
	£	£
Trade creditors / trade payables	513	11,737
Other creditors	5,580	7,172
Accrued liabilities and deferred income	1,136	1,139
Total	7,229	20,048

8.	Operating lease commitments
	The company has an operating lease commitment of £nil as at 31 December 2025 (2024: £8,247).

9.	Related party transactions
	As at the balance sheet date, Papaya Technologies SL, a subsidiary company based in Spain owed the company £45,873 (2024: £nil). This loan is unsecured, interest free and repayable on demand. During the year, the company paid £217,010 to Papaya Technologies SL for costs on behalf of the subsidiary, in respect of operational and administrative support services provided during the year. The fee was determined with reference to a proportion of the Company’s administrative expenses attributable to those services. At the balance sheet date, the Company owed £632 (2024: £785) to a Director (2024: to two Directors) and this amount is included within other creditors. The loan is unsecured, interest free and repayable on demand.

Related party transactions

As at the balance sheet date, Papaya Technologies SL, a subsidiary company based in Spain owed the company £45,873 (2024: £nil). This loan is unsecured, interest free and repayable on demand.

During the year, the company paid £217,010 to Papaya Technologies SL for costs on behalf of the subsidiary, in respect of operational and administrative support services provided during the year. The fee was determined with reference to a proportion of the Company’s administrative expenses attributable to those services.

At the balance sheet date, the Company owed £632 (2024: £785) to a Director (2024: to two Directors) and this amount is included within other creditors. The loan is unsecured, interest free and repayable on demand.

10.	Further information regarding the company's financial position
	The company identified share-based payment arrangements during the current year which existed in prior periods. The impact on prior year profit and net assets was assessed to be material and corrected and a prior period adjustment. Please see note 3 for further information. During the year, 4,116 options with an exercise price of £3.36 were granted. The options vest over a four year period. During the year, 37,123 options were forfeited and no options were exercised. The fair value of the share options have been valued at £11.76 and £17.29 based on the 2023 and 2025 funding rounds. The number and weighted average of exercise price (WAEP) of the shares were as follows: Number of options WAEP (£) As at 1 January 2025 54,603 3.34 Granted 4,116 3.36 Exercised nil nil Forfeited (37,123) 3.33 As at 31 December 2025 21,596 3.34 As at 31st December 2025, the number of exercisable shares is 10,873 and the WAEP of these options is £3.33. The value of the options recognised as an expense during the year was £41,418 (2024: £72,361). The total carrying amount recognised in the capital contribution reserve within equity at 31 December 2025 was £113,779 (2024: £72,361).

10.

Further information regarding the company's financial position

The company identified share-based payment arrangements during the current year which existed in prior periods. The impact on prior year profit and net assets was assessed to be material and corrected and a prior period adjustment. Please see note 3 for further information.

During the year, 4,116 options with an exercise price of £3.36 were granted. The options vest over a four year period. During the year, 37,123 options were forfeited and no options were exercised. 

The fair value of the share options have been valued at £11.76 and £17.29 based on the 2023 and 2025 funding rounds.

The number and weighted average of exercise price (WAEP) of the shares were as follows:

                                                Number of options  WAEP (£)
As at 1 January 2025              54,603                     3.34
Granted                                   4,116                     3.36
Exercised                                 nil                            nil
Forfeited                                  (37,123)                  3.33
As at 31 December 2025         21,596                    3.34

As at 31st December 2025, the number of exercisable shares is 10,873 and the WAEP of these options is £3.33.

The value of the options recognised as an expense during the year was £41,418 (2024: £72,361). The total carrying amount recognised in the capital contribution reserve within equity at 31 December 2025 was £113,779 (2024: £72,361).

	Notes	2025		2024
		£	£	£	£
Fixed assets
Tangible assets	4		9,864		12,680
Investments	5		2,498		-
			12,362		12,680
Current assets
Debtors	6	121,974		160,761
Cash at bank and on hand		3,855,660		4,140,494
		3,977,634		4,301,255
Creditors amounts falling due within one year	7	(7,229)		(20,048)
Net current assets (liabilities)			3,970,405		4,281,207
Total assets less current liabilities			3,982,767		4,293,887
Net assets			3,982,767		4,293,887
Capital and reserves
Called up share capital			15		15
Share premium			7,438,705		6,996,012
Other reserves			113,779		72,361
Profit and loss account			(3,569,732)		(2,774,501)
Shareholders' funds			3,982,767		4,293,887