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Registered number: 10359736












PPC PROTECT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

 

PPC PROTECT LIMITED

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 3
Directors' report
 
4
Directors' responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Consolidated profit and loss account
 
10
Consolidated balance sheet
 
11
Company balance sheet
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Consolidated statement of cash flows
 
15
Notes to the financial statements
 
16 - 34


 

PPC PROTECT LIMITED
 
COMPANY INFORMATION


Directors
N Andrew 
J W Knowles 
W F Kalfayan 
N Morley 
A Rainsford 




Registered number
10359736



Registered office
3rd Floor
1 Ashley Road

Altrincham

Cheshire

WA14 2DT




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

PPC PROTECT LIMITED
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026

Introduction
 
The directors present the group strategic report of PPC Protect Limited (the 'company') for the year ended 31 January 2026.

Business review
 
PPC Protect Limited is a B2B software-as-a-service (SaaS) company specialising in detection and prevention of click fraud and invalid traffic (IVT) in digital ad campaigns. Its platform uses machine learning, behavioural analytics, and real-time blocking to protect advertisers’ budgets, improve campaign efficiency, and enhance data quality. The company’s core focus continues to be on driving sustainable revenue growth through delivering high ROI to customers from its market leading software. The company operates on a recurring revenue model, generating income through annual subscription fees and overall revenues grew 33% in the year reflecting successful new business and customer expansion delivery. 

Future plans and developments

The company enters the new financial year focused on sustaining strong revenue growth while continuing to deepen the value it delivers to customers. The directors intend to build on the momentum achieved in the year through the following key priorities:
 
∙US market expansion. The company will accelerate its growth in the United States through its subsidiary, Lunio Inc., establishing a stronger local presence to serve existing US customers and win new business in the group's largest addressable market.
 
∙Expanding the product offering. Continued investment in the platform will broaden its capabilities and channel coverage, increasing the value delivered to customers and strengthening the return on investment they achieve.
 
∙Ongoing innovation in detection. The company will keep investing in its machine learning and detection technology to stay ahead of increasingly sophisticated click fraud and invalid traffic, including the growing role of AI across the digital advertising ecosystem.
 
∙Sustainable, disciplined growth. The company will maintain a disciplined approach to liquidity and expenditure, preserving financial resilience while funding these growth initiatives.

The directors are confident that the company's market-leading technology, recurring revenue model and strong gross margins position it well to continue delivering long-term, sustainable value for its stakeholders.

Principal risks and uncertainties
 
Liquidity Risks

Maintaining sufficient liquidity continues to be a priority to support both day-to-day operations and longer-term growth investments. While current reserves are sufficient, ongoing vigilance is required to manage expenditure and plan for future funding needs.

Economic Risks

A broader economic slowdown remains a risk factor, as it may lead to reduced enterprise spending on technology and software services, which could impact revenue.

Foreign Exchange Risks

Operating in global markets introduces exposure to currency fluctuations. Shifts in exchange rates may impact revenue recognition and overall profitability.

Page 2

 

PPC PROTECT LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

Principal risks and uncertainties (continued)

Political and Macroeconomic Risks

The current political landscape in the United States has introduced significant uncertainty, with potential implications for global trade policies and economic stability. The recent presidential election has heightened concerns among financial leaders about escalations in trade tensions and shifts in international relations. Such developments could influence market volatility and affect client investment decisions, particularly for our U.S-based customers. PPC Protect Limited closely monitors these situations to proactively manage potential impacts on our operations.

Competitive Risks

PPC Protect Limited operates in a rapidly evolving landscape. Innovations in AI and click fraud detection by competitors require the company to continually enhance its technology to remain competitive.

Financial key performance indicators
 
The company monitors a range of key performance indicators (KPIs) to assess financial health and operational performance. These include revenue growth, gross margin, and cash flow.
 
∙Revenue increased by 33% compared to the previous financial year, reflecting good progress amid ongoing market challenges.
∙Gross margin increased to 96%, reflecting a strong and scalable business model.
∙Cash reserves remained strong at £4.1m at the year end, supported by a £2.0m equity raise completed in March 2025 to strengthen working capital, together with cost control measures implemented during the year. 

Section 172 Statement (Companies Act 2006)
 
In accordance with Section 172(1) of the Companies Act 2006, the directors consider, both individually and collectively, how their decisions promote the long-term success of the company. This includes:
 
∙The consequences of any decision in the long term;
∙The interests of the company's employees;
∙The need to foster the company's business relationships with suppliers, customers, and others;
∙The impact of the company's operations on the community and environment;
∙The desirability of the company maintaining a reputation for high standards of business conduct; and
∙The need to act fairly between members of the company.

Looking ahead, the directors will continue to consider the factors set out in Section 172(1) of the Companies Act 2006 in all key decisions to promote the long-term success of the company and its stakeholders.


This report was approved by the board and signed on its behalf.



N Morley
Director

Date: 29 October 2026

Page 3

 

PPC PROTECT LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026

The directors present their report and the financial statements for the year ended 31 January 2026.

Results and dividends

The consolidated loss for the year, after taxation, amounted to £311,820 (2025 - loss £2,542,767).

The directors do not recommend a dividend.

Directors

The directors who served during the year were:

N Andrew 
S J Gates (resigned 22 May 2026)
J W Knowles 
W F Kalfayan (appointed 17 November 2025)
N Morley (appointed 17 November 2025)

Subsequent to the year end, A Rainsford was appointed as a director on 14 August 2026.

Matters covered in the Group strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditor is aware of that information.

Auditor

The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





N Morley
Director

Date: 29 October 2026

Page 4

 

PPC PROTECT LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 

PPC PROTECT LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PPC PROTECT LIMITED
 FOR THE YEAR ENDED 31 JANUARY 2026

Opinion


We have audited the financial statements of PPC Protect Limited (the 'parent company') and its subsidiary (the 'Group') for the year ended 31 January 2026, which comprise the consolidated profit and loss account, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 Group's and of the parent company's affairs as at 31 January 2026 and of the Group's loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 6

 

PPC PROTECT LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PPC PROTECT LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.


Opinion 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 group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the group strategic report and the directors' report 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 Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report.


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


∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent company 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 directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 7

 

PPC PROTECT LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PPC PROTECT LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

Auditor's 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 an auditor's report 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti bribery, employment and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations which were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgments and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims;
∙reading the minutes of those charged with governance; and
∙reviewing correspondence with HMRC.





 
Page 8

 

PPC PROTECT LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PPC PROTECT LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

Auditor's responsibilities for the audit of the financial statements (continued)
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities 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 auditor's report.


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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Nicholas Winters (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
29 October 2026
Page 9

 

PPC PROTECT LIMITED
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2026

2026
2025
Note
£
£

  

Turnover
 4 
7,952,830
5,967,830

Cost of sales
  
(340,887)
(282,941)

Gross profit
  
7,611,943
5,684,889

Administrative expenses
  
(8,163,651)
(8,330,311)

Operating loss
 5 
(551,708)
(2,645,422)

Interest receivable and similar income
 8 
87,705
64,862

Interest payable and similar expenses
 9 
(57,107)
(239,369)

Loss before taxation
  
(521,110)
(2,819,929)

Tax on loss
 10 
209,290
277,162

Loss for the financial year
  
(311,820)
(2,542,767)

There are no items of other comprehensive income for either the year or the prior year other than the loss for the year. As a result, no separate statement of comprehensive income has been presented.

The notes on pages 16 to 34 form part of these financial statements.

Page 10


 
REGISTERED NUMBER:10359736
PPC PROTECT LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 31 JANUARY 2026

2026
2025
Note
£
£

Fixed assets
  

Intangible assets
 11 
2,854,900
2,288,262

Tangible assets
 12 
7,647
321,195

  
2,862,547
2,609,457

Current assets
  

Debtors: amounts falling due within one year
 13 
1,802,692
2,728,868

Cash at bank and in hand
  
4,055,652
4,336,705

  
5,858,344
7,065,573

Creditors: amounts falling due within one year
 14 
(2,204,920)
(5,106,343)

Net current assets
  
 
 
3,653,424
 
 
1,959,230

Total assets less current liabilities
  
6,515,971
4,568,687

Creditors: amounts falling due after more than one year
 15 
-
(2,667)

Net assets
  
6,515,971
4,566,020


Capital and reserves
  

Called up share capital 
 17 
355
331

Share premium account
 18 
15,683,568
13,683,585

Other reserves
 18 
404,353
620,008

Profit and loss account
 18 
(9,572,305)
(9,737,904)

Total equity
  
6,515,971
4,566,020


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




N Morley
Director

Date: 29 October 2026

The notes on pages 16 to 34 form part of these financial statements.

Page 11


 
REGISTERED NUMBER:10359736
PPC PROTECT LIMITED

COMPANY BALANCE SHEET
AS AT 31 JANUARY 2026

2026
2025
Note
£
£

Fixed assets
  

Intangible assets
 11 
2,854,900
2,288,262

Tangible assets
 12 
7,647
321,195

  
2,862,547
2,609,457

Current assets
  

Debtors: amounts falling due within one year
 13 
1,972,079
2,728,868

Cash at bank and in hand
  
4,046,055
4,336,705

  
6,018,134
7,065,573

Creditors: amounts falling due within one year
 14 
(2,123,531)
(5,106,343)

Net current assets
  
 
 
3,894,603
 
 
1,959,230

Total assets less current liabilities
  
6,757,150
4,568,687

Creditors: amounts falling due after more than one year
 15 
-
(2,667)

Net assets
  
6,757,150
4,566,020


Capital and reserves
  

Called up share capital 
 17 
355
331

Share premium account
 18 
15,683,568
13,683,585

Other reserves
 18 
404,353
620,008

Profit and loss account
 18 
(9,331,126)
(9,737,904)

Total equity
  
6,757,150
4,566,020


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


N Morley
Director

Date: 29 October 2026

The notes on pages 16 to 34 form part of these financial statements.

Page 12

 

PPC PROTECT LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026


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

£
£
£
£
£


At 1 February 2024 (as previously stated)
315
11,752,169
532,735
(7,249,721)
5,035,498

Prior year adjustment - correction of error
-
25,718
-
29,673
55,391


At 1 February 2024 (as restated)
315
11,777,887
532,735
(7,220,048)
5,090,889



Loss for the year
-
-
-
(2,542,767)
(2,542,767)
Total comprehensive income for the year
-
-
-
(2,542,767)
(2,542,767)

Shares issued during the year
16
1,905,698
-
-
1,905,714

Share options exercised
-
-
(24,911)
24,911
-

Shared based payment charge
-
-
112,184
-
112,184


Total transactions with owners
16
1,905,698
87,273
24,911
2,017,898



At 1 February 2025
331
13,683,585
620,008
(9,737,904)
4,566,020



Loss for the year
-
-
-
(311,820)
(311,820)
Total comprehensive income for the year
-
-
-
(311,820)
(311,820)

Shares issued during the year
24
1,999,983
-
-
2,000,007

Share options exercised
-
-
(477,419)
477,419
-

Share based payment charge
-
-
261,764
-
261,764


Total transactions with owners
24
1,999,983
(215,655)
477,419
2,261,771


At 31 January 2026
355
15,683,568
404,353
(9,572,305)
6,515,971


Page 13

 

PPC PROTECT LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026


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

£
£
£
£
£


At 1 February 2024 (as previously stated)
315
11,752,169
532,735
(7,249,721)
5,035,498

Prior year adjustment - correction of error
-
25,718
-
29,673
55,391


At 1 February 2024 (as restated)
315
11,777,887
532,735
(7,220,048)
5,090,889



Loss for the year
-
-
-
(2,542,767)
(2,542,767)

Shares issued during the year
16
1,905,698
-
-
1,905,714

Share options exercised
-
-
(24,911)
24,911
-

Share based payment charge
-
-
112,184
-
112,184


Total transactions with owners
16
1,905,698
87,273
24,911
2,017,898



At 1 February 2025
331
13,683,585
620,008
(9,737,904)
4,566,020


Comprehensive income for the year

Loss for the year
-
-
-
(70,641)
(70,641)

Shares issued during the year
24
1,999,983
-
-
2,000,007

Share options exercised
-
-
(477,419)
477,419
-

Share based payment charge
-
-
261,764
-
261,764


Total transactions with owners
24
1,999,983
(215,655)
477,419
2,261,771


At 31 January 2026
355
15,683,568
404,353
(9,331,126)
6,757,150


The notes on pages 16 to 34 form part of these financial statements.

Page 14

 

PPC PROTECT LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026

2026
2025
£
£

Cash flows from operating activities

Loss for the financial year
(311,820)
(2,542,767)

Adjustments for:

Amortisation of intangible assets
542,173
417,444

Depreciation of tangible assets
25,738
52,660

Loss on disposal of tangible assets
287,810
-

Interest paid and similar expenses
57,107
239,369

Interest received and similar income
(87,705)
(64,862)

Decrease/(increase) in debtors
1,135,466
(1,377,015)

(Decrease)/increase in creditors
(1,645,205)
1,779,707

Tax recoverable
(209,290)
(11,410)

Share based payment expense
261,764
112,184

Net cash generated from operating activities

56,038
(1,394,690)


Cash flows from investing activities

Purchase of intangible fixed assets
(1,108,811)
(1,107,102)

Purchase of tangible fixed assets
-
(6,819)

Interest received
87,705
64,862

Net cash from investing activities

(1,021,106)
(1,049,059)

Cash flows from financing activities

Issue of ordinary shares
2,000,007
1,905,714

Repayment of loans
(1,258,885)
(2,048,070)

Interest paid
(57,107)
(239,369)

Net cash from/(used in) financing activities
684,015
(381,725)

Net (decrease) in cash and cash equivalents
(281,053)
(2,825,474)

Cash and cash equivalents at beginning of year
4,336,705
7,162,179

Cash and cash equivalents at the end of year
4,055,652
4,336,705


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,055,652
4,336,705


The notes on pages 16 to 34 form part of these financial statements.

Page 15

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

1.


General information

PPC Protect Limited is a private company limited by shares and incorporated in England and Wales. The address of its registered office is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.

The principal activity of the business is the development and provision of an AI-powered ad-tech platform for detection and mitigation of invalid clicks and non-human traffic across paid-media channels.

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 financial statements are presented in Sterling (£) and all amounts are rounded to the nearest  pound, unless otherwise stated.

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.

Parent company disclosure exemptions

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:
∙No statement of cash flows has been presented for the parent company;

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 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 include the assets, liabilities and results of all subsidiary undertakings controlled by the Group. Subsidiaries are consolidated from the date on which the Group obtains control and are deconsolidated from the date that control ceases.

During the year, the Group incorporated a new subsidiary. As the subsidiary was formed by and under the control of the Group from the date of incorporation, its assets, liabilities and results have been included in the consolidated financial statements from that date.

 
2.3

Going concern

After making enquiries, the directors have a reasonable expectation that the 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 16

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of Services (Software Subscription Revenue)

The company operates as a software subscription business, providing customers with access to its software over the contractual subscription period.

Revenue from software subscriptions is recognised evenly over the subscription term, on a straight-line basis, as this best reflects the stage of completion of the services provided.

Revenue is recognised only when all of the following conditions are satisfied:
 
∙the amount of revenue can be measured reliably;
∙it is probable that the company 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.

Where customers are billed in advance, amounts received in respect of services not yet provided are recognised as deferred income and released to revenue over the subscription period.

 
2.5

Foreign currency translation

Functional and presentation currency

The group and company's's functional and presentational currency is GBP.

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.

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.

Page 17

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.6

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.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

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.

 
2.9

Interest income

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

 
2.10

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.12

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.

Page 18

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

  
2.13

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 19

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.14

Taxation

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 assets have not been recognised because their recovery is not considered probable. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.15

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 Amortisation is provided on the following bases:

Development expenditure
-
20%
straight-line

Page 20

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

 
2.16

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, on the following bases.

Depreciation methods:

Leasehold improvements
-
straight line over the life of the lease
Fixtures and fittings
-
25% 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.

  
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

  
2.18

Share capital

Ordinary shares are classified as equity.

  
2.19

Financial instruments

The company 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 company 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 company after deducting all of its liabilities. 

The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets

Basic financial assets, including trade debtors, other debtors, and cash and bank balances, 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.

 
Page 21

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

Financial assets (continued)

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 and other loans 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.

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 company 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.
Page 22

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the directors to make estimates and assumptions about the carrying value of assets and liabilities which are not readily apparent from other sources. These resulting accounting estimates and judgments may differ from actual results under different assumptions and conditions.

Estimates and judgements are continually evaluated and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under known circumstances. Actual results may differ from these estimates.

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.

Critical judgements

The following critical judgements have had the most significant effect on amounts recognised in the financial statements. 

∙Determining whether there are indicators of impairment of the company's intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

∙Determining whether the expenditure capitalised within tangible and intangible fixed assets will give rise to future economic benefit and whether it meets the criteria required for capitalisation.

∙Determining whether there is any material uncertainty relating to the company’s ability to continue as a going concern. Factors taken into consideration in reaching such a decision include the expected future financial performance and cashflows of the company and its financial position.

Key sources of estimation uncertainty

Impairment of intangible fixed assets

Intangible assets are assessed for impairment annually or when an event or change in circumstances may indicate an impairment has occurred. Management exercises judgement in determining whether any indicators of impairment exist and, if so, there is a degree of estimation uncertainty inherent within the calculation when assessing the recoverable amount of these assets.


4.


Turnover

An analysis of turnover by class of business is as follows:


2026
2025
£
£

Subscription sales
7,952,830
5,967,830


Page 23

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

5.


Operating loss

The operating loss is stated after charging:

2026
2025
£
£

Defined contribution pension costs
46,838
53,586

Exchange differences
53,601
(102,588)

Operating lease charges
215,924
218,578

Audit fees payable to the company's auditor
31,750
26,250

Non-audit fees payable to the company's auditor
35,100
28,100

Depreciation of tangible fixed assets
25,738
52,660

Amortisation of intangible fixed assets
542,173
417,444

Loss on disposal of tangible assets
287,810
-

Share-based payment
261,764
112,184


6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£


Wages and salaries
3,322,810
3,818,177
3,231,269
3,818,177

Social security costs
656,689
663,463
648,648
663,463

Cost of defined contribution scheme
46,838
53,586
46,838
53,586

4,026,337
4,535,226
3,926,755
4,535,226


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2026
        2025
        2026
        2025
            No.
            No.
            No.
            No.









Product development
19
26
19
26



Customer support and marketing
27
27
26
27



Directors
3
2
3
2

49
55
48
55

Page 24

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

7.


Directors' remuneration

2026
2025
£
£

Directors' emoluments
513,729
456,795

Group contributions to defined contribution pension schemes
1,596
1,321

515,325
458,116


During the year retirement benefits were accruing to 1 director (2025 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £221,602 (2025 - £237,383).


8.


Interest receivable and similar income

2026
2025
£
£


Other interest receivable
87,705
64,862


9.


Interest payable and similar expenses

2026
2025
£
£


Other loan interest payable
57,107
239,369


10.


Taxation


2026
2025
£
£

Corporation tax


Current tax on loss for the year
(209,290)
(271,496)

Adjustments in respect of previous periods
-
(5,666)


Total current tax
(209,290)
(277,162)
Page 25

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:

2026
2025
£
£


Loss before taxation
(521,110)
(2,819,929)



Loss multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
(130,278)
(704,982)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
68,869
28,754

Capital allowances for year in excess of depreciation
29,864
7,577

Higher rate taxes on overseas earnings
(148,996)
-

Other timing differences leading to an increase (decrease) in taxation
35,893
-

Movement in deferred tax not recognised
45,340
319,683

Surrender of tax losses for R&D tax credit refund
-
407,245

Additional deduction for R&D expenditure
64,596
(313,826)

Adjustments to tax charge in respect of previous periods
-
(5,666)

Other differences leading to an increase (decrease) in the tax charge
(174,578)
(15,947)

Total tax charge for the year
(209,290)
(277,162)

Page 26

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

11.


Intangible assets

Group





Development expenditure

£



Cost


At 1 February 2025
3,193,630


Additions
1,108,811



At 31 January 2026

4,302,441



Amortisation


At 1 February 2025
905,368


Charge for the year
542,173



At 31 January 2026

1,447,541



Net book value



At 31 January 2026
2,854,900



At 31 January 2025
2,288,262



Page 27

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
 
           11.Intangible assets (continued)

Company




Development expenditure

£



Cost


At 1 February 2025
3,193,630


Additions
1,108,811



At 31 January 2026

4,302,441



Amortisation


At 1 February 2025
905,368


Charge for the year
542,173



At 31 January 2026

1,447,541



Net book value



At 31 January 2026
2,854,900



At 31 January 2025
2,288,262

Page 28

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

12.


Tangible fixed assets

Group



Long-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost


At 1 February 2025
313,814
74,481
20,092
408,387


Disposals
(313,814)
(74,481)
-
(388,295)



At 31 January 2026

-
-
20,092
20,092



Depreciation


At 1 February 2025
50,787
28,008
8,397
87,192


Charge for the year
15,236
6,454
4,048
25,738


Disposals
(66,023)
(34,462)
-
(100,485)



At 31 January 2026

-
-
12,445
12,445



Net book value



At 31 January 2026
-
-
7,647
7,647



At 31 January 2025
263,027
46,473
11,695
321,195

Page 29

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

           12.Tangible fixed assets (continued)


Company






Long-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£

Cost


At 1 February 2025
313,814
74,481
20,092
408,387


Disposals
(313,814)
(74,481)
-
(388,295)



At 31 January 2026

-
-
20,092
20,092



Depreciation


At 1 February 2025
50,787
28,008
8,397
87,192


Charge for the year
15,236
6,454
4,048
25,738


Disposals
(66,023)
(34,462)
-
(100,485)



At 31 January 2026

-
-
12,445
12,445



Net book value



At 31 January 2026
-
-
7,647
7,647



At 31 January 2025
263,027
46,473
11,695
321,195







13.


Debtors

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£


Trade debtors
946,355
2,121,934
946,355
2,121,934

Amounts owed by group undertakings
-
-
205,581
-

Other debtors
482,531
272,999
482,531
272,999

Prepayments and accrued income
373,806
333,935
337,612
333,935

1,802,692
2,728,868
1,972,079
2,728,868


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Page 30

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

14.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Bank loans
3,333
10,666
3,333
10,666

Other loans
-
1,248,885
-
1,248,885

Trade creditors
207,850
165,729
204,206
165,729

Other taxation and social security
259,171
254,993
259,171
254,993

Other creditors
52,228
31,343
52,228
31,343

Accruals and deferred income
1,682,338
3,394,727
1,604,593
3,394,727

2,204,920
5,106,343
2,123,531
5,106,343



15.


Creditors: amounts falling due after more than one year

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Bank loans
-
2,667
-
2,667





16.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Amounts falling due within one year

Bank loans
3,333
10,666
3,333
10,666

Other loans
-
1,248,885
-
1,248,885


3,333
1,259,551
3,333
1,259,551

Amounts falling due 1-2 years

Bank loans
-
2,667
-
2,667

3,333
1,262,218
3,333
1,262,218


The bank loans are unsecured with repayments being made monthly and were repaid May 2026. Interest on the fixed rate loan is charged at 2.5% per annum.

Page 31

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

17.


Share capital

2026
2025
£
£
Allotted, called up and fully paid



11,339,430 (2025 - 11,339,430) Ordinary shares of £0.00001 each
113
113
8,367,639 (2025 - 8,367,639) A Ordinary shares of £0.00001 each
84
84
1,610,178 (2025 - 795,672) B Ordinary shares of £0.00001 each
16
8
4,240,909 (2025 - 4,240,909) C Ordinary shares of £0.00001 each
42
42
9,951,677 (2025 - 8,368,648) Series A shares of £0.00001 each
100
84

355

331


On 31 March 2025, the company issued 1,583,029 Series A shares of £0.00001 each at a price of £1.26340 each for total cash consideration of £1,999,999 in order to increase working capital. Of this amount, £16 has been credited to share capital and £1,999,983 to the share premium account.

On 31 March 2025, the company issued 20,103 B Ordinary non-voting shares of £0.00001 each at par for cash consideration in order to increase working capital.

On 28 July 2025, the company issued 769,602 B Ordinary non-voting shares of £0.00001 each at par for cash consideration in order to increase working capital.

The holders of A Ordinary shares, Series A shares, C Ordinary shares and Ordinary shares have full voting rights. B shares are not entitled to voting rights.


18.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserves

'Share option reserves' have arisen from the share-based payment charge. The shares over which the options were issued are that of the company.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 32

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

19.


Share-based payments

The company has a number of share options for certain employees of the company. The options are granted with fixed exercise price and are exercisable upon exit events. Employees are required to remain in employment with the company at exercise. The fair value of options granted is calculated at the date of grant, using a Black-Scholes option pricing model.

Weighted average exercise price (pounds)
2026
Number
2026
Weighted average exercise price (pounds)
2025
Number
2025

Outstanding EMI options - May 23

0.00001

547,789

0.00001
 
1,736,617
 
Outstanding EMI options - Dec 24

0.36640

117,135

0.36640
 
695,138
 
Outstanding EMI options - Dec 25

0.22897

2,309,230

 
-
 
Outstanding at the end of the year

2,974,154

 
2,431,755
 



2026
2025
£
£


Share option reserve b/f
620,008
532,735

Share based payment charge
261,764
112,184

Share options exercised
(272,385)
(24,911)

Share options cancelled
(205,034)
-

Share option reserve
404,353
620,008


20.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company  to the fund and amounted to £46,838 (2025: £53,586). Contributions totalling £10,492 (2025: £9,317) were payable to the fund at the balance sheet date and are included in creditors.

Page 33

 

PPC PROTECT LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

21.


Commitments under operating leases

At 31 January 2026 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
2026
2025
2026
2025
£
£
£
£

Not later than 1 year
200,642
144,870
200,642
144,870

Later than 1 year and not later than 5 years
31,038
470,828
31,038
470,828

231,680
615,698
231,680
615,698


22.


Related party transactions

The group has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosure" from disclosing transactions with entities which are a wholly owned part of the group. Other than transactions with wholly owned group undertakings, there were no related party transactions requiring disclosure during the year.


23.


Post balance sheet events

On 1 June 2026, the group entered into a loan facility agreement with HSBC Innovation Bank Limited for up to £4.0 million. The facility bears interest at a floating rate of the Sterling Base Rate plus 5% per annum. Interest-only payments are required until 30 April 2028, with repayment of the principal balance to be made in 30 monthly instalments commencing on 1 May 2028.

In connection with this facility, the Group also issued warrants to HSBC over up to 79,312 Series A preferred shares, exercisable at a price of approximately £1.26 per share. The number of shares subject to the warrants is linked to utilisation of the loan facility.

This transaction represents a non-adjusting post balance sheet event as it occurred after the reporting date and does not relate to conditions existing at 31 January 2026.


24.


Controlling party

In the opinion of the directors there is no ultimate controlling party.


25.


Subsidiary undertaking

The group's principal subsidiary undertaking at 31 January 2026 was Lunio Inc, a company registered in the United States of America and incorporated in Delaware. The company owns 100% of the ordinary share capital and voting rights of the subsidiary. The registered office of Lunio Inc is 119 S Western Ave Unit 1, Chicago, Illinois.

 
Page 34