Registration number:
for the
Year Ended 31 December 2025
UPP Technologies Group Ltd
Contents
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Company Information |
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Consolidated Balance Sheet |
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Balance Sheet |
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Notes to the Financial Statements |
UPP Technologies Group Ltd
Company Information
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Directors |
B V White D A P Smith B Rich J D Gale |
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Registered office |
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Auditors |
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UPP Technologies Group Ltd
(Registration number: 03227302 (England & Wales))
Consolidated Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Tangible assets |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
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Called up share capital |
100,947 |
84,346 |
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Share premium reserve |
31,335,065 |
27,529,537 |
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Treasury shares |
(8) |
(8) |
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Other reserve |
- |
1,218,993 |
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Translation reserve |
47,368 |
(28,733) |
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Profit and loss account |
(30,356,489) |
(27,391,895) |
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Shareholders' funds |
1,126,883 |
1,412,240 |
Approved and authorised by the
Director
UPP Technologies Group Ltd
(Registration number: 03227302 (England & Wales))
Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
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Called up share capital |
100,947 |
84,346 |
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Share premium reserve |
31,335,065 |
27,529,537 |
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Treasury Shares |
(8) |
(8) |
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Other reserve |
- |
1,218,993 |
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Profit and loss account |
(30,614,776) |
(27,587,919) |
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Total equity |
821,228 |
1,244,949 |
The company made a loss after tax for the financial year of £3,047,212 (2024 - loss of £3,461,088).
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved and authorised by the
Director
UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in United Kingdom.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 Section 1A 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Going concern
The financial statements have been prepared on a going concern basis, which the directors consider to be appropriate, this has been considered for the group as a whole. In forming this assessment, the directors have considered the group’s cash flow forecasts, liquidity and fundraising plans for a period of at least twelve months from the date of approval of these financial statements.
Since year-end, the group has continued to invest in the Upp platform, in both features and functionality, has signed several more enterprise customers and continues to grow the pipeline of prospective customers, which is expected to support future revenue growth and cash generation.
Subsequent to the year end, the Group successfully closed a funding round which saw participation from both new and existing shareholders, which provides significant working capital to enable continued investment and growth. The directors continue to closely monitor cash flows and working capital requirements and expect to be able to raise further funds as required to support the growth of the business.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 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.
Judgements
These financial statements do not contain any significant judgements. |
Key sources of estimation uncertainty
Share-based payment
A share-based payment is recognised in respect of the share option scheme offered to certain members of staff. The fair-value of the options are calculated using the Black Scholes model. The use of the model includes considering the expected life of the options, the number of options expected to vest, the volatility of the share price similar traded companies and the risk free interest rate. Further details of share-based payments are disclosed in note 10.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue in line with the satisfaction of the performance obligations within the service contract.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Furniture, fittings and equipment |
15% reducing balance |
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Other property, plant and equipment |
33% on the straight line basis |
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Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Share based payments
The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial Instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding 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 only 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.
UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Impairment
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 profit or loss as described below.
Non-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.
Financial assets:
For financial assets carried at amortised cost, the amount of an 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.
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Staff costs |
The average number of persons employed by the group (including directors) during the year:
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2025 |
2024 |
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Average number of employees |
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Investments |
Company
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2025 |
2024 |
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Investments in subsidiaries |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2025 |
2024 |
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Subsidiary undertakings |
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4 Crown Place, London, England, EC2A 4BT |
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90 Broad Street, 2nd Floor, New York, NY10004-3313, USA |
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UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
Subsidiary undertakings
UPP Technologies Ltd
The principal activity of UPP Technologies Ltd is business and domestic software development.
Volo Commerce Inc
The principal activity of Volo Commerce Inc is business and domestic software development.
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Tangible assets |
Group
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Furniture, fittings and equipment |
Other property, plant and equipment |
Total |
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Cost |
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At 1 January 2025 |
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Additions |
- |
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At 31 December 2025 |
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Depreciation |
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At 1 January 2025 |
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Charge for the year |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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Debtors |
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Group |
Company |
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2025 |
2024 |
2025 |
2024 |
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Trade debtors |
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- |
- |
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Other debtors |
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Prepayments |
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Creditors |
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Group |
Company |
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2025 |
2024 |
2025 |
2024 |
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Due within one year |
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Trade creditors |
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Social security and other taxes |
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Other creditors |
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Accrued expenses |
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Deferred income |
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- |
- |
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UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Pension and other schemes |
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £22,400 (2024 - £
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Obligations under operating leases |
Group and company
The total of future minimum lease payments is as follows:
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2025 |
2024 |
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Not later than one year |
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Later than one year and not later than five years |
- |
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The amount of non-cancellable operating lease payments recognised as an expense during the year was £
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Share-based payments |
Scheme details and movements
On 27 August 2024, a further 458,185 new share options were granted under the equity settled share option plan for the benefit of certain employees of the company at an HMRC approved price. The employee is entitled to exercise a proportion of the share options each quarter over a period of four years subject to ongoing employment.
On 12 August 2025, a further 6,552,342 new share options were granted under the equity settled share option plan for the benefit of certain employees of the company at an HMRC approved price. The employee is entitled to exercise a proportion of the share options each quarter over a period of four years subject to ongoing employment.
The movements in the number of share options during the year were as follows:
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2025 |
2024 |
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Outstanding, start of period |
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Granted during the period |
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Exercised during the period |
( |
- |
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Outstanding, end of period |
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UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
The movements in the weighted average exercise price of share options during the year were as follows:
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2025 |
2024 |
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Outstanding, start of period |
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Granted during the period |
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Exercised during the period |
( |
- |
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Outstanding, end of period |
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Effect of share-based payments on profit or loss and financial position
The total expense recognised in profit or loss for the year was £14,088 (2024 - £12,545). There was a further £6,267 in warrant instruments granted during the period as consideration for services provided within the funding round. As these instruments did not relate to the EMI Scheme they have not been included within the above disclosure.
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Commitments |
Group
Capital commitments
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Share capital |
Allotted, called up and fully paid shares
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2025 |
2024 |
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No. |
£ |
No. |
£ |
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Ordinary A Shares £0.001 each |
34,051,112 |
34,051 |
34,051,112 |
34,051 |
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Ordinary B Shares £0.001 each |
769,038 |
769 |
769,038 |
769 |
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Ordinary C Shares £0.001 each |
1,832,740 |
1,833 |
- |
- |
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Preference A1 Shares £0.001 each |
19,259,753 |
19,260 |
19,259,753 |
19,260 |
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Preference A2 Shares £0.001 each |
32,152,205 |
32,152 |
17,531,716 |
17,532 |
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Preference A3 Shares £0.001 each |
147,705 |
148 |
- |
- |
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Deferred Shares £0.001 each |
12,734,750 |
12,735 |
12,734,750 |
12,735 |
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100,947,303 |
100,947 |
84,346,369 |
84,346 |
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All A1 Preference, A2 Preference, A3 Preference, Ordinary A and B Shares in issue rank pari-passu in all respects, other than dividend rights. The deferred shares and Ordinary C shares carry no right to a distribution of the group's profits and upon winding up, the deferred shares are entitled to an aggregated sum of £1.
New shares allotted
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During the year 14,620,489 |
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During the year 147,705 |
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During the year 1,832,740 |
UPP Technologies Group Ltd
Notes to the Financial Statements for the Year Ended 31 December 2025
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Related party transactions |
Group
Summary of transaction with other related parties
At the balance sheet date an amount of £16,015 (2024 - £16,015) was due from certain directors of the group. There are no fixed repayment terms and no interest is charged on the balance.
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Other transactions with directors |
During the year, a director exercised share options granted under the group's share option scheme and acquired 1,832,741 ordinary shares of £0.001 each. No consideration was paid on exercise. The aggregate nominal value of the shares issued was £1,833. No balances were outstanding at the reporting date in respect of this transaction.
Company
The company has taken advantage of the exemption afforded by FRS 102, Section 33, not to disclose related party transactions with other group companies which meet the criteria that all subsidiary undertakings which are party to the transactions are wholly owned by the ultimate controlling party.
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Non adjusting events after the financial period |
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Control |
The ultimate controlling party is Benjamin Vincent St John White by virtue of his shareholdings.
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Audit report |