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Registered number: 07968005












THE FLOOW LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

 

THE FLOOW LIMITED

CONTENTS



Page
Company information
 
1
Consolidated balance sheet
 
2 - 3
Company balance sheet
 
4 - 5
Consolidated statement of changes in equity
 
6
Company statement of changes in equity
 
7
Notes to the financial statements
 
8 - 20

 

THE FLOOW LIMITED
 
COMPANY INFORMATION


Directors
A Monteforte 
S Chapman 




Registered number
07968005



Registered office
The Floow Campus
Wicker Lane

Sheffield

South Yorkshire

S3 8HQ




Accountants
Blick Rothenberg Limited
Chartered Accountants

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:07968005
THE FLOOW LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible fixed assets
  
51,384
70,746

Current assets
  

Debtors: amounts falling due within one year
 8 
782,447
1,098,943

Cash at bank and in hand
  
1,534,991
1,907,965

  
2,317,438
3,006,908

Creditors: amounts falling due within one year
 9 
(1,073,113)
(1,942,170)

Net current assets
  
 
 
1,244,325
 
 
1,064,738

Net assets
  
1,295,709
1,135,484


Capital and reserves
  

Called up share capital 
 10 
612
612

Share premium account
  
17,975,013
17,975,013

Capital redemption reserve
  
497
497

Foreign exchange reserve
  
(37,485)
36,390

Profit and loss account
  
(16,642,928)
(16,877,028)

Total equity
  
1,295,709
1,135,484


The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



A Monteforte
Director

Date: 2 October 2026

The notes on pages 8 to 20 form part of these financial statements.
Page 2


 
REGISTERED NUMBER:07968005
THE FLOOW LIMITED
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025


Page 3


 
REGISTERED NUMBER:07968005
THE FLOOW LIMITED

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible fixed assets
 6 
51,384
70,746

Investments
 7 
-
-

Current assets
  

Debtors: amounts falling due within one year
 8 
552,679
672,525

Cash at bank and in hand
  
1,388,722
1,894,084

  
1,941,401
2,566,609

Creditors: amounts falling due within one year
 9 
(1,142,241)
(1,936,812)

Net current assets
  
 
 
799,160
 
 
629,797

Net assets
  
850,544
700,543


Capital and reserves
  

Called up share capital 
 10 
612
612

Share premium account
  
17,975,013
17,975,013

Capital redemption reserve
  
497
497

Profit and loss account brought forward
  
(17,275,579)
(31,738,720)

Profit/(loss) for the year
  
150,001
(1,747,042)

Other changes in the profit and loss account

  

-
16,210,183

Profit and loss account carried forward
  
(17,125,578)
(17,275,579)

Total equity
  
850,544
700,543


Page 4


 
REGISTERED NUMBER:07968005
THE FLOOW LIMITED
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The directors consider that the company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


A Monteforte
Director

Date: 2 October 2026

The notes on pages 8 to 20 form part of these financial statements.

Page 5

THE FLOOW LIMITED


 
  
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£
£



At 1 January 2024
647
15,729,496
-
-
3,079,011
(31,361,637)
(12,552,483)



Comprehensive income for the year


Loss for the year
-
-
-
-
-
(1,725,574)
(1,725,574)


Currency translation differences
-
-
-
36,390
-
-
36,390



Contributions by and distributions to owners


Transfer to/from profit and loss account
-
-
-
-
(3,079,011)
3,130,614
51,603


Restructuring of share capital and conversion of debt to equity
(35)
2,245,517
497
-
-
13,079,569
15,325,548





At 1 January 2025
612
17,975,013
497
36,390
-
(16,877,028)
1,135,484



Comprehensive income for the year


Profit for the year
-
-
-
-
-
234,100
234,100


Currency translation differences
-
-
-
(73,875)
-
-
(73,875)



At 31 December 2025
612
17,975,013
497
(37,485)
-
(16,642,928)
1,295,709



The notes on pages 8 to 20 form part of these financial statements.

Page 6


THE FLOOW LIMITED


 
  
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025



Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 January 2024
647
15,729,496
-
3,079,011
(31,738,720)
(12,929,566)



Comprehensive income for the year


Loss for the year
-
-
-
-
(1,747,042)
(1,747,042)



Contributions by and distributions to owners


Transfer to/from profit and loss account
-
-
-
(3,079,011)
3,130,614
51,603


Restructuring of share capital and conversion of debt to equity
(35)
2,245,517
497
-
13,079,569
15,325,548





At 1 January 2025
612
17,975,013
497
-
(17,275,579)
700,543



Comprehensive income for the year


Profit for the year
-
-
-
-
150,001
150,001



At 31 December 2025
612
17,975,013
497
-
(17,125,578)
850,544



The notes on pages 8 to 20 form part of these financial statements.

Page 7
 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

The Floow Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is The Floow Campus, Wicker Lane, Sheffield S3 8HQ.

Monetary amounts in these financial statements are rounded to the nearest £. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

The directors have elected to present consolidated financial statements for the year ended 31 December 2025. Comparative consolidated financial information for the year ended 31 December 2024 has been prepared on a consistent basis and includes the results and financial position of the parent company and its subsidiary undertaking for the comparative period. The presentation of consolidated financial statements does not affect the company financial statements of The Floow Limited, which continue to be presented alongside the consolidated financial statements. The subsidiary undertaking has been wholly owned by the company throughout the current and comparative periods presented.

 
2.3

Going concern

After making enquiries, the directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 8

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes.

Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.

  
2.5

Other income

Other operating income includes intercompany income in line with the company's transfer pricing arrangements with subsidiary entities and other operating income such as grant income received. Such income is eliminated on consolidation. 

Page 9

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.7

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

 
2.8

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 10

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the consolidated profit and loss account in the same period as the related expenditure.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Leasehold property
-
20%
Straight line
Fixtures and fittings
-
15%
Reducing balance
Computer equipment
-
33%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

Page 11

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.14

Financial instruments

The group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the group becomes 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. 
 
The group’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 12

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)





Financial instruments (continued)

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the group would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

  

Financial Instruments (continued)



 
2.15

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 13

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.16

Cash

Cash and cash equivalents are represented by cash in hand, deposits with financial institutions repayable without penalty on notice of not more than 24 hours and other short-term deposits with original maturities of three months or less.

  
2.17

Share capital

Ordinary shares are classified as equity. 

  
2.18

Research and development expenditure

In general terms, pure research and development expenditure is written off in the year in which it is incurred.

In the research and development phase of an internal project where it is not possible to demonstrate that the project will generate future economic benefits, all expenditure on development is recognised as an expense in the statement of comprehensive income when it is incurred. All expenditure on research is expensed.

 
2.19

Current and deferred tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 14

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:

Revenue recognition
Revenue is recognised in the accounting period in which the services are rendered when the outcome of contract can be estimated reliably. For project revenue, the company uses the percentage of completion method based on the actual service performed as a percentage of the total services to be provided. The percentage completed calculation is the actual time recorded as a percentage of the forecast time to complete the project provided by the project management team.


4.


Employees

The average monthly number of employees, including directors, during the year was 40 (2024 - 54).


5.


Exceptional items

2025
2024
£
£


Restructuring costs
32,358
563,969

Legal fees
-
109,318

During the year, the group incurred redundancy costs as a result of restructuring activities. These costs have been included within exceptional items. Exceptional items in the prior year related to redundancy costs and legal expenses.

Page 15

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Tangible fixed assets

Group



Leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost 


At 1 January 2025
50,008
122,562
206,801
379,371


Additions
1,500
-
16,966
18,466


Disposals
-
(3,996)
(34,400)
(38,396)



At 31 December 2025

51,508
118,566
189,367
359,441



Depreciation


At 1 January 2025
47,980
86,533
174,112
308,625


Charge for the year
2,228
5,268
29,316
36,812


Disposals
-
(3,115)
(34,265)
(37,380)



At 31 December 2025

50,208
88,686
169,163
308,057



Net book value



At 31 December 2025
1,300
29,880
20,204
51,384



At 31 December 2024
2,028
36,029
32,689
70,746

Page 16

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           6.Tangible fixed assets (continued)


Company






Leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£

Cost


At 1 January 2025
50,008
122,562
206,801
379,371


Additions
1,500
-
16,966
18,466


Disposals
-
(3,996)
(34,400)
(38,396)



At 31 December 2025

51,508
118,566
189,367
359,441



Depreciation


At 1 January 2025
47,980
86,533
174,112
308,625


Charge for the year on owned assets
2,228
5,268
29,316
36,812


Disposals
-
(3,115)
(34,265)
(37,380)



At 31 December 2025

50,208
88,686
169,163
308,057



Net book value



At 31 December 2025
1,300
29,880
20,204
51,384



At 31 December 2024
2,028
36,029
32,689
70,746





The net book value of land and buildings may be further analysed as follows:


2025
2024
£
£

Long leasehold
1,300
2,028

1,300
2,028


Page 17

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Fixed asset investments

The company holds 100% of the issued share capital of The Floow North America Inc., a company incorporated in Delaware, United States of America, whose principal activity is the provision of technology and data services. The subsidiary undertaking is held directly by the company and has been included in these consolidated financial statements. The carrying value of the company's investment in the subsidiary undertaking was £nil at 31 December 2025 (2024: £nil).


8.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
376,551
528,448
236,540
251,546

Other debtors
203,297
266,170
192,817
241,489

Prepayments and accrued income
202,599
304,325
123,322
179,490

782,447
1,098,943
552,679
672,525



9.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Trade creditors
203,345
249,770
203,345
248,530

Amounts owed to group undertakings
-
-
94,631
62,115

Other taxation and social security
72,934
79,129
72,934
79,058

Other creditors
45,548
40,805
45,548
40,805

Accruals and deferred income
751,286
1,572,466
725,783
1,506,304

1,073,113
1,942,170
1,142,241
1,936,812


Page 18

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



3,000,000 (2024 - 3,000,000) Preference shares of £0.0001 each
300
300
3,122,448 (2024 - 3,122,448) Ordinary shares of £0.0001 each
312
312

612

612


Share capital - terms and conditions

Preference
 
All preference shares carry rights to vote and receive dividends. In the event of a distribution of assets, they shall rank behind deferred shares but ahead of ordinary shares.

Ordinary 
All ordinary shares carry rights to vote and receive dividends. In the event of a distribution of assets, they shall rank behind deferred shares and preference shares.


11.


Commitments under operating leases

At 31 December 2025 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Not later than 1 year
151,470
151,470
151,470
151,470

Later than 1 year and not later than 5 years
218,160
323,160
218,160
323,160

Later than 5 years
-
46,470
-
46,470

369,630
521,100
369,630
521,100


12.


Related party transactions

The Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are wholly-owned part of the Group.


13.


Post balance sheet events

On 6 May 2026, The Floow Holdings Limited, a company wholly owned and controlled by Aldo Monteforte, acquired the entire issued share capital of The Floow Limited. The transaction resulted in the Urgent.ly group disposing of its remaining interest in the Company. Following the transaction, The Floow Limited became a wholly owned subsidiary of The Floow Holdings Limited, with Aldo  Monteforte remaining the ultimate controlling party.

Page 19

 

THE FLOOW LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Ultimate controlling party

During the year, the ultimate controlling party was A Monteforte, a director and shareholder.
 
Page 20