REGISTERED NUMBER: 13844275 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Toasttab UK Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

Michael John Senno

Rossana Niola

REGISTERED OFFICE:

2 North Park Road

Harrogate

North Yorkshire

HG1 5PA

REGISTERED NUMBER:

13844275 (England and Wales)

AUDITORS:

Ascendis Audit Limited

First Floor East Wing, Sandfield House

Kings Court

Water Lane

Wilmslow

Cheshire

SK9 5AR

SOLICITORS:

Goodwin Procter (UK) LLP

100 Cheapside

London

EC2V 6DY

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The results for the year ended 31 December 2025 show turnover of £30,268,213 (2024: £18,012,750), driven primarily by increased intercompany cost-plus reselling services fees charged to Toast, Inc., together with higher income from fintech and software subscription services. Profit before taxation for the year amounted to £194,550 (2024: £- 450,122). Management continues to monitor financial and operational performance through key metrics, including revenue growth, profitability and employee numbers. The directors are satisfied with the overall performance of the business during the year and its financial position at year end.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is exposed to a range of financial, operational and other risks, including managing its rapid growth, retaining and growing customer base and product adoptions, relationship with third-party partners, legal and regulatory risks, and macroeconomic factors. However, given that the company is compensated by Toast Inc. on a cost plus basis, it ultimately bears limited to no operational risk associated with these aforementioned risks.

KEY PERFORMANCE INDICATORS

Financial KPIs

2025

2024

Turnover (£'000)

30,268

18,012

Gross Margin

11.25%

25.5%

Stock (£'000)

4,388

2,316

ON BEHALF OF THE BOARD:

Michael John Senno - Director

24 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the Company is to provide reselling services for the benefit of Toast, Inc. ("Group Parent Co") including marketing support, sales support, and general administrative support. As a reselling service provider, the Company is also responsible for invoicing and collecting customer revenue on behalf of the Group Parent Co. These services are rendered in accordance with the directions and the applicable specifications and policies set out by the Group Parent Co.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025 (2024: £nil).

DIRECTORS

The directors who served during the year were as follows:-

Michael John Senno

Ana Munoz Vazquez (appointed 14 July 2025, resigned 3 April 2026)

Elizabeth Kelly Boothby (resigned 14 July 2025)

Rossana Niola (appointed 3 April 2026)

FINANCIAL INSTRUMENTS

The company only has basic financial instruments (e.g. cash at bank and accounts receivable and payable) which are stated at amortised cost.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the 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 company and of the profit or loss of the company 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;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

In so far as the directors are aware, there is no relevant audit information of which the company's statutory auditors are unaware and the directors have taken all relevant steps they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's statutory auditors are aware of that information.

AUDITORS

The auditors, Ascendis Audit Limited, will be proposed for re-appointment under section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Michael John Senno - Director

24 September 2026

Opinion

We have audited the financial statements of Toasttab UK Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 company's affairs as at 31 December 2025 and of its profit 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.

Basis for opinion

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 Statement of Directors' Responsibilities set out on page three, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including

fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks

of irregularities;

- any matters we identified having obtained and reviewed the company's documentation of their

policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of

any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual,

suspected or alleged fraud;

- the matters discussed among the audit engagement team regarding how and where fraud might

occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist

within the organisation for fraud and identified the greatest potential for fraud in the following

areas: revenue recognition, payroll costs, and the presentation of non-underlying items within the

financial statements. In common with all audits under ISAs (UK), we are also required to perform

specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company

operates in, focusing on provisions of those laws and regulations that had a direct effect on the

determination of material amounts and disclosures in the financial statements. The key laws and

regulations we considered in this context included Companies Act 2006 and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect

on the financial statements but compliance with which may be fundamental to the company's ability

to operate or to avoid a material penalty.

Audit response to risks identified

In addition to the above, our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess

compliance with provisions of relevant laws and regulations described as having a direct effect on

the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may

indicate risks of material misstatement due to fraud; and

- in addressing the risk of fraud through management override of controls, testing the

appropriateness of journal entries and other adjustments, assessing whether the judgements made

in making accounting estimates are indicative of a potential bias, and evaluating the business

rationale of any significant transactions that are unusual or outside the normal course of business.

We communicated relevant identified laws and regulations and potential fraud risks to all

engagement team members and remained alert to any indications of fraud or non-compliance with

laws and regulations throughout the audit.

There are inherent limitations in our audit procedures described above. The more removed the

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 inquiry 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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the 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 company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Allan Byrne BA (Double Hons) FCA (Senior Statutory Auditor)

for and on behalf of Ascendis Audit Limited

First Floor East Wing, Sandfield House

Kings Court

Water Lane

Wilmslow

Cheshire

SK9 5AR

25 September 2026

TURNOVER

3

30,268

18,011

Cost of sales

26,850

13,419

GROSS PROFIT

3,418

4,592

Administrative expenses

3,223

5,042

OPERATING PROFIT/(LOSS) and

PROFIT/(LOSS) BEFORE TAXATION

195

(450

)

Tax on profit/(loss)

6

43

(104

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

152

(346

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR

152

(346

)

FIXED ASSETS

Tangible assets

8

165

86

CURRENT ASSETS

Stocks

9

4,388

2,316

Debtors

10

1,741

6,089

Cash at bank

4,055

2,678

10,184

11,083

CREDITORS

Amounts falling due within one year

11

10,231

10,582

NET CURRENT (LIABILITIES)/ASSETS

(47

)

501

TOTAL ASSETS LESS CURRENT LIABILITIES

118

587

CAPITAL AND RESERVES

Called up share capital

14

-

-

Other reserves

15

473

1,094

Retained earnings

15

(355

)

(507

)

SHAREHOLDERS' FUNDS

118

587

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

Michael John Senno - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£'000

£'000

£'000

£'000

Balance at 1 January 2024

-

(161

)

832

671

Changes in equity

Total comprehensive loss

-

(346

)

262

(84

)

Balance at 31 December 2024

-

(507

)

1,094

587

Changes in equity

Total comprehensive income

-

152

948

1,100

Share based payment recharge

-

-

(1,569

)

(1,569

)

Balance at 31 December 2025

-

(355

)

473

118

1.	STATUTORY INFORMATION

Toasttab UK Limited is a company incorporated in the UK under the Companies Act 2006 under company number 13844275. The address of the registered office is 2 North Park Road, Harrogate, North Yorkshire, HG1 5PA. The company's principal place of business is 222 Regent Street, London W1B 5TR.

The financial statements are presented in the company’s presentational currency of GBP.

Amounts in these financial statements are rounded to the nearest GBP '000.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going Concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. To the extent that money is not otherwise available, Toast, Inc., the ultimate parent undertaking, has provided comfort in respect of the provision of financial support, by way of an unconditional letter of financial support, should funding not be otherwise available. The directors have carried out a review, including consideration of relevant financial information, which indicates that the group has adequate resources to provide support to the company. The directors continue to adopt the going concern basis in preparing the annual financial statements

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.41,11.42,11.44,11.45,11.47,11.48(a)(iii),11.48(a)(i;

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

Significant judgements and estimates

In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities. 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 if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements that the directors have made in the process of applying the company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

Accounts Receivable and Provision for Bad Debts

The directors assess each financial year whether there is objective evidence that a debtor is impaired. When assessing impairment of debtors and other amounts receivable, the directors consider all relevant factors including the nature of the debtor, the age of outstanding amounts receivable, recent correspondence and historical experience in cash collected from debtors.

Stock Based Compensation

The Black-Scholes option-pricing model is used to determine the estimated fair value of stock option awards by Toast, Inc. The estimate is based on the terms and conditions applicable to the grant of options and assumptions as defined by the parent company.

Turnover

Turnover consists primarily from services provided to Toast, Inc., the ultimate parent undertaking, as well as sales of hardware/software and their installation fees to third party customers.

Turnover is based on contracted values and is recognised as follows:-

- Services and installation: on completion of the work.

- Hardware and shipping: on despatch.

- Software: over the period of the license.

Turnover is stated net of Value Added Tax and after the deduction of any discounts or rebates.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation.

Depreciation is provided so as to write down the cost of the assets over their useful economic lives. A rate of 33.33% straight line is used.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stock is valued at the lower of cost and net realisable value, after making due allowance

for obsolete and slow moving items.

Certain stock is held for distribution at no or nominal consideration. This is valued at the lower of average cost adjusted, when applicable, for any loss of service potential, and replacement cost. On distribution this stock is expensed in full to the Income Statement.

Financial instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all its liabilities

Financial assets and financial liabilities are recognised when the company become a party to the contractual provisions of the instrument.

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

All financial assets and liabilities are initially measured at transaction price (including transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled, or expires.

Balances are classified as payable or receivable within one financial year if payment or receipt is due within one financial year or less. If not, they are presented as falling due after more than one financial year. Balances that are classified as payable or receivable within one financial year on initial recognition are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference.

Deferred tax assets and liabilities are offset only if: a) the company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the company and the company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are

expected to be settled or recovered.

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into GBP at the exchange rates prevailing at the balance sheet date. Gains and losses resulting from transactions in foreign currencies are included under administrative expenses in the statement of comprehensive income.

Leasing commitments

The company's lease costs are expensed to profit and loss on a payable basis.

Pension costs and other post-retirement benefits

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payments obligations.

The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

Share based payments

The stock-option and restricted share incentive program, to which certain employees of the company are participating in, is that of Toast, Inc., the ultimate parent company.

Under the program three different award types were granted 1) Incentive Stock Options 2) Restricted Stock units (RSUs) 3) Non-Qualified Stock Options.

Toasttab UK Limited accounts for stock compensation in accordance with FRS 102 Section 26. Stock-based awards are measured at fair value on the grant date and compensation cost is recognized over the service period, net of estimated forfeitures. Compensation cost is recognised on an accelerated attribution basis for all awards for each separately vesting portion of the award over the applicable vesting period. Stock compensation for each tranche is recognized as the number of shares in the tranche times the grant date fair value divided by the period between the grant date and the vesting period. The stock-based awards are equity-settled by Toast, Inc.

Stock options vest upon satisfaction of service conditions, generally over a period of four to five years.

The Black-Scholes option-pricing model is used to determine the estimated fair value of stock option awards by Toast, Inc. The estimate is based on the terms and conditions applicable to the grant of options and assumptions as defined by the Parent Company.

The fair value of restricted stock unit awards, or RSUs, is determined based on the closing market price of Toast, Inc. common stock on the date of the grant. Toast, Inc. estimates a forfeiture rate to calculate the stock-based compensation expense for all awards based on an analysis of actual historical experience and expected employee attrition rates.

Under the terms of an intragroup recharge agreement, the parent undertaking recharges the Company for the economic cost of the shares issued to employees upon exercise. This recharge is recognized as a debit entry directly within the Share-based Payment Reserve to the extent of the cumulative IFRS 2 share-based payment expense previously recognised.

Any recharge in excess of the historical fair value recognized for the awards is accounted as an equity transaction with the parent undertaking. Such excess is recognised directly in equity through a transfer between the share-based payment reserve and retained earnings within the Statement of Changes in Equity.

The company has availed of the exemption under Financial Reporting Standard 102 not to disclose the details of share-based payments on the basis that it meets the criteria set out in FRS 102.1.12 for reduced disclosures and is a wholly owned subsidiary of Toast, Inc., whose consolidated financial statements are publicly available.

Cash at bank

The company’s cash and cash equivalents consisted of cash held in checking accounts.

3.

TURNOVER

The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.25

31.12.24

£'000

£'000

Services

26,721

16,501

Hardware

401

317

Software

2,945

1,094

Shipping

201

99

30,268

18,011

The total turnover of the company for the financial year has been derived from its principal activities wholly undertaken in the UK.

4.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£'000

£'000

Wages and salaries

8,273

6,663

Social security costs

1,806

877

Other pension costs

434

274

10,513

7,814

The average number of employees during the year was as follows:

31.12.25

31.12.24

Sales and marketing

92

53

General administration

4

3

Research and development

2

3

98

59

31.12.25

31.12.24

£

£

Directors' remuneration

177,385

-

Directors' pension contributions to money purchase schemes

8,273

-

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

-

5.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

31.12.25

31.12.24

£'000

£'000

Other operating leases

192

245

Depreciation - owned assets

69

21

Auditors' remuneration

10

9

Auditors' remuneration for non audit work

1

1

Foreign exchange differences

(549

)

98

6.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

31.12.25

31.12.24

£'000

£'000

Current tax:

UK corporation tax

-

55

Prior year overprovision

(78

)

1

Total current tax

(78

)

56

Deferred tax

121

(160

)

Tax on profit/(loss)

43

(104

)

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25

31.12.24

£'000

£'000

Profit/(loss) before tax

195

(450

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

49

(113

)

Effects of:

Expenses not deductible for tax purposes

5

5

Adjustments to tax charge in respect of previous periods

(16

)

1

Share based payment charge

8

3

Other

(3

)

-

Total tax charge/(credit)

43

(104

)

7.	EXCEPTIONAL ITEM

In 2024 the company wrote off doubtful trade debtors of £776,000.

8.	TANGIBLE FIXED ASSETS

Computer

equipment

£'000

COST

At 1 January 2025

107

Additions

148

At 31 December 2025

255

DEPRECIATION

At 1 January 2025

21

Charge for year

69

At 31 December 2025

90

NET BOOK VALUE

At 31 December 2025

165

At 31 December 2024

86

9.

STOCKS

31.12.25

31.12.24

£'000

£'000

Goods in transit

1,035

2,316

Finished goods

3,353

-

4,388

2,316

The stock provision was trivial at the year end (2024: £nil). Stock write offs in 2025 were also trivial (2024; £nil).

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£'000

£'000

Trade debtors

298

158

Corporation tax recoverable

171

102

Amounts owed by group undertakings

-

5,214

Other debtors

883

131

Other tax recoverable

63

54

Deferred tax asset

214

335

Prepayments

112

95

1,741

6,089

At the year end there was a bad debt provision of £448,000 (2024: £173,000). The bad debt charge for the year was £464,000 (2024: £776,000).

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£'000

£'000

Trade creditors

1,972

549

Amounts owed to group undertakings

3,788

7,303

VAT

656

399

Other creditors

127

323

Accruals and deferred income

3,688

2,008

10,231

10,582

12.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£'000

£'000

Within one year

686

212

Between one and five years

1,257

-

1,943

212

13.	DEFERRED TAX

£'000

Balance at 1 January 2025

(335

)

Charge to Statement of Comprehensive Income during year

121

Balance at 31 December 2025

(214

)

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

300

Ordinary

$0.01

2

2

15.

RESERVES

Retained

Other

earnings

reserves

Totals

£'000

£'000

£'000

At 1 January 2025

(507

)

1,094

587

Profit for the year

152

152

Share based payment charge

-

948

948

Share based payment recharge

-

(1,569

)

(1,569

)

At 31 December 2025

(355

)

473

118

The other reserve is the share based payment reserve.