Final Results and Publication of Annual Report

27 October 2025

Rosslyn Data Technologies plc

("Rosslyn", the "Company" or the "Group")

Final Results

and Publication of Annual Report

Rosslyn (AIM: RDT), the provider of a leading cloud-based enterprise spend intelligence platform, announces its final results and gives notice of the publication of its annual report for the year ended 30 April 2025.

Financial Highlights

· Revenue increased to £3.0m (2024: £2.9m)

· Gross margin improved to 40.7% (2024: 38.8%)

· Adj. EBITDA* loss reduced to £2.0m (2024: £2.5m loss)

· Cash burn rate reduced to £160k per month (2024: £218k)

· Cash and cash equivalents increased to £1.7m as at 30 April 2025 (30 April 2024: £646k)

*A reconciliation of adjusted EBITDA loss can be found in the Financial Review below

Operational Highlights

· Performance against operational key performance indicators:

o  Annual recurring revenue ("ARR") remained stable with prior year at £2.3m (2024: £2.3m)

o  Total pipeline as at 30 April 2025 was £4.1m (30 April 2024: £3.3m) and weighted pipeline was £1.6m (30 April 2024: £1.3m)

· Secured a major new client that is a leading global technology company and household name

· Selected by a top 5 global consulting firm

· Commercially launched AI-powered classification solution - AICE

· Developed new AI-powered initiative tracking and benchmarking tools

Paul Watts, CEO of Rosslyn, said:

"Over the last two years, Rosslyn has been on a complex turnaround journey. This involved the investment of significant resources into developing an AI-based platform, balanced against undertaking fundraising activity to address our cash flow. This development project has now come to fruition with our AI classification tool, AICE, having been fully released and stress tested by some of the largest companies in the world with substantial volumes of data. This was a pivotal moment for Rosslyn and we strongly believe this technology will be the foundation on which we can now execute commercially as well as be the springboard for us to be able to unlock the value of procurement data through providing AI-led actionable insight.

"At the same time, the actions taken during FY 2024 and into FY 2025 have driven an improvement in financial performance. Accordingly, and with an increased cash balance and strong pipeline, we exited the year in a stronger position than we entered and we look to the future with confidence."

This announcement contains inside information as stipulated under the Market Abuse Regulations (UK MAR).

Enquiries

About Rosslyn

Rosslyn (AIM: RDT) provides an award-winning spend intelligence and predictive analytics platform. The Rosslyn Platform helps organizations with diverse supply chains mitigate risk and make informed strategic decisions. It leverages automated workflows, artificial intelligence and machine learning to extract and consolidate procurement data providing visibility of complex supplier data, enabling supplier spend savings and delivering rapid ROI. For more information visit www.rosslyn.ai. Investors wishing to contact the Company should email [email protected].

Operational Review

The year to 30 April 2025 was a milestone period for Rosslyn. The Group secured one of its most strategically and commercially valuable customers to date and successfully delivered the first project phase. AICE, Rosslyn's AI classification engine, was commercially launched and rolled out to a number of the Group's enterprise customers, alongside the Group completing a development programme to have a fully AI-based platform. At the same time, Rosslyn stabilised its customer base after a period of churn and following its strategic decision not to renew certain low-margin contracts as the Group prioritised sustainable revenue generation. The Group also expanded its pipeline, which it has begun to convert in the new financial year. 

Customer wins

Rosslyn's most significant customer development during the year was winning, and delivering for, its major new client that is one of the world's largest technology companies, a global household name and one of the top 10 Fortune 100 companies (the "Major New Client"). To be appointed by an organisation of this magnitude - and one that typically builds all of its strategic technology in-house - is a significant endorsement of the Group's offering. The contract with the Major New Client is to provide Rosslyn's AI-based platform to the customer's central procurement department. A large part of the initial phase was development work to build the customer's procurement data lake and embed the Rosslyn AI tools, which was a substantial undertaking given the scale and complexity of the customer's operations. This first phase went fully live towards the end of the financial year - and this was delivered on time, on budget and on specification. The solution has been very well received by the customer and management is confident that it will progress to a further phase.

Other new customer wins during the year include:

· a leading manufacturer of roofing and waterproofing solutions that is headquartered in the UK with operations in approximately 40 countries. It is a subsidiary of a global industrial company that operates in over 80 countries with over 20,000 employees across its 10 holding companies; and

· a Fortune 500 healthcare solutions company that awarded a contract to Rosslyn under competitive tender, which is worth £220k over a three-year period and equating to an additional £60k in ARR.

Since year end, Rosslyn has secured two more contracts. One is a three-year contract with a global media and technology company that will generate $160k of ARR as well as $60k in professional services fees in the first year. The customer, which is a spin-off of an existing long-standing customer of the Group and which awarded the contract following a competitive tender, will be using Rosslyn's full suite of products, including being the first customer to purchase the new initiative tracking and benchmarking solutions. The other contract is with a British train operating company, which is a new customer, and is worth £85k of revenue over the one-year term of the contract.

Partnerships

Over the last couple of years, Rosslyn has established a portfolio of excellent partners. The Group's focus now is on deepening and scaling those partnerships.

During the year, the Group significantly enhanced its relationship with a consulting partner that is one of the world's five largest consulting firms and part of a professional services network of independent firms with a presence in more than 150 countries (the "Consulting Partner"). The Consulting Partner awarded Rosslyn a contract for a three-month internal spend visibility project for its operations based in the US, which will be utilised to embed the Rosslyn solution within the Consulting Partner's operations before developing a joint go-to-market strategy for the combined offering. Rosslyn's selection followed a rigorous and lengthy competitive tender process by the Consulting Partner to select an advanced, enterprise-grade solution to replace the Consulting Partner's in-house system and deliver greater value for customers. In addition, the Group's contract award from the leading manufacturer of roofing and waterproofing solutions, noted above, was via an introduction from the Consulting Partner.

Similarly, Rosslyn's contract with the Fortune 500 healthcare solutions company was generated through the Group's partnership with Accelerate Procurement, which is a firm of specialist procurement consultants. Rosslyn is currently focused on deepening its relationship with Accelerate Procurement with the goal of bringing greater procurement domain expertise into how the Group designs and builds out its AI technology going forward.

Platform and product

This year the project the Group began two years ago to develop an AI-based platform came to fruition. AICE, Rosslyn's AI classification engine, which automatically and accurately classifies spend data into any taxonomy, became fully operational and is being increasingly rolled out to customers as part of the Group's offer. The modernisation of the Rosslyn platform was also completed, with the removal of a high percentage of legacy technology to enable Rosslyn to maximise the use of AI technology today and to provide a foundation on which to build next-generation AI-led procurement solutions. The Rosslyn platform can automatically pull data from countless source systems into a single, unified data lake - and the Group is using AI to create, manage and govern that procurement data lake in the most dynamic way possible.

The strength of what Rosslyn has created has been validated by the aforementioned customer wins that the Group has had - particularly with the Major New Client. It is a fantastic endorsement that one of the largest companies in the word has decided to build its procurement data lake on Rosslyn's platform and to embed Rosslyn's AI tools into its processes.

The Group's focus now is on developing tools that leverage AI to utilise this trustworthy data to provide the procurement function with automated, actionable insights. Management believe that every facet of the procurement function - from strategic sourcing to strategic category management to strategic tail management or maverick spend management - will be greatly augmented by AI-led and data-led decision-making.

This Group has already begun this process with two new products, which will both be sold as add-on modules to Rosslyn's core platform:

· IniTrack, which was launched post year end, is a new tool that enables customers to plan, track and report on the progress of their procurement initiatives in real time. By using generative AI, it can provide predictive intelligence to alert a spend manager to a potential outcome. While primarily focused on spend, it also has the capability to track other initiatives, such as seeking to reduce risk within the supply chain or increase sustainability.

· Rosslyn's Benchmarking tool, which is due to be released in the coming months, is designed to provide a comprehensive price comparison across a number of use cases. By opting in to Benchmarking, customers gain insight into how their spending compares between divisions, against industry peers and public price books. These comparisons can be seen instantly, providing customers with real-time market insights.

Alongside its own innovation, Rosslyn is working with customers to support them in becoming AI-led in their own solution architecture to enable them to truly utilise and benefit from the Group's offering. Rosslyn has been working with them on migration strategies and most of its customers are committed to implementing a shift to an AI-led environment over the coming year.

Financial Review

Revenue

Revenue for the year increased to £3.0m (2024: £2.9m), of which £2.3m was ARR (2024: £2.3m). The Group's revenue primarily comprises the annual licence fees that customers are charged for having access to the Rosslyn platform and professional services fees for work undertaken to tailor the Group's solution to align with customers' infrastructure or meet specific additional solution requirements. Annual licence fees continued to be the main contributor to revenue, generating £2.2m (2024: £2.3m) and accounting for 73% of total revenue (2024: 79%). Professional services revenue increased to £0.8m (2024: £0.6m), and accounted for 26% of total revenue (2024: 21%). Managed services revenue, which relates to platform hosting for the Major New Client, was £0.03m (2024: £nil).

ARR remained stable with the prior year. This reflects recovery in the second half of the year following a decrease in H1 2025 as a result of the Group's strategic decision to not renew certain low-value or low-margin contracts as it refocused on quality of revenue.

Gross profit

Gross margin improved to 40.7% (2024: 38.8%), reflecting the increased contribution to revenue from professional services fees as well as the strategic decision to prioritise quality of revenues noted above. Cost of sales includes hosting costs, third-party platform costs, Customer Success and support, and professional services costs. As a result of the higher revenue and improved gross margin, gross profit increased to £1.2m (2024: £1.1m).

Operating expenses

Operating costs were reduced to £3.9m (2024: £4.7m). This reflects administrative expenses being lower at £3.3m (2024: £4.1m) due to lower employee-related costs following a restructuring during the year.

Profitability measures

Adjusted EBITDA* loss was reduced to £2.0m (2024: £2.5m loss) as set out in the table below:

*Adjusted EBITDA is defined as earnings before interest, taxation, depreciation, amortisation, exceptional items and share-based payments. The change in the value of share-based payments is adjusted when calculating the Group's adjusted EBITDA as it has no direct cash impact on financial performance. Adjusted EBITDA is considered a key metric to the users of the financial statements as it represents a useful milestone that is reflective of the performance of the business resulting from movements in revenue, gross margin and the costs of the business removing exceptional items which are believed to be not representative of the ongoing business.

Operating loss was reduced to £2.7m (2024: £3.5m loss), reflecting the increased gross profit and lower operating expenses and exceptional items.

Loss before tax for the year was £2.6m (2024: £3.6m loss). The Group recognised tax credits of £90k (2024: £235k). As a result, net loss for the year was £2.5m (2024: £3.4m loss).

Cash flow and liquidity

Net cash used in operating activities was reduced to £1.4m (2024: £2.2m), which reflects the improved operating performance and, consequently, lower loss before tax. Net cash used in investing activities was £0.6m (2024: £0.7m), which primarily comprised investment in software. Net cash generated from financing activities was £2.9m (2024: £2.8m), reflecting the fundraising undertaken in both years.

Monthly cash burn was significantly reduced to £160k (2024: £218k) as the Group focused on cash conservation, and the implementation of cost control measures, with the intention of ensuring sufficient cash runway until the Group becomes cash generative.

Accordingly, there was an increase in cash and cash equivalents to £1.7m as at 30 April 2025 (30 April 2024: £646k).

Balance sheet

As at 30 April 2025, the Group had net assets and total equity of £1.1m compared with £1.3m at 30 April 2024. The main movements in the balance sheet during the year were:

· an increase in current assets to £2.7m (30 April 2024: £2.0m) reflecting higher cash and cash equivalents as described above; and

· non-current liabilities increasing to £0.9m (30 April 2024: £0.3m) as a result of the convertible loan notes issued during the year.

Material uncertainty to the going concern

As discussed in note 2 below, the Board considers the Group to be a going concern. However, if the Group is unable to generate its proposed revenue projections, particularly around the levels and timing of forecast new business that has not been secured yet included in the projections, there is limited headroom in the current forecasts and, as such, there is considered to be a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Should the Group not meet those new revenue predictions, management plans to cut costs or look to raise capital from a number of different funding options. The independent auditors' report is not modified in respect of this matter. The financial statements do not include any adjustments that would result if the Group were unable to continue as a going concern. For further details, refer to the Going Concern section in note 2 to the financial statements.

Outlook

Rosslyn entered the new financial year in a better position than at the same point of the prior year, with a strengthened balance sheet, stable customer base, expanded pipeline and having successfully delivered the first phase of a significant project with one of the world's largest companies. While meeting management's expectations for the year is sensitive to the timing of securing new contracts - including the rollout to other departments with the Major New Customer - and with the sales cycles for converting large enterprise opportunities often being protracted, the Board is pleased to note that trading was as anticipated for the first quarter of FY 2026 and the Group continues to have a strong pipeline. In addition, with the completion of the platform transformation, Rosslyn now has the foundation to deliver further AI-based tools that it expects to accelerate growth in the medium-term and generate new revenue streams. As a result, the Board continues to look to the future with confidence.

Publication of Annual Report

The Company gives notice that its annual report and accounts for the year ended 30 April 2025 has, today, been published on the Company's website on the Reports and Corporate Documents page of the Investors section at https://www.rosslyn.ai/investors/reports-corporate-documents, and will be posted to those shareholders who have requested paper communications.

Consolidated statement of comprehensive income for the year ended 30 April 2025

Consolidated statement of financial position as at 30 April 2025

Consolidated statement of changes in equity for the year ended 30 April 2025

Consolidated statement of cash flows for the year ended 30 April 2025

Reconciliation of loss before income tax to cash used in operations

Notes to the non-statutory consolidated financial statements for the year ended 30 April 2025

1. General information

Rosslyn Data Technologies plc (the "Company") is a company incorporated and domiciled in the UK. It is quoted on AIM, a market of the London Stock Exchange. The address of the registered office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR.

The Company is the ultimate parent company of Rosslyn Analytics Limited and Rosslyn Data Management Limited, companies incorporated in the UK, and the ultimate parent company of Rosslyn Analytics, Inc., a company incorporated in the USA (collectively, the "Group"). The Group's principal activity is the provision of procurement data analytics using a proprietary form, data capture, data mining and workflow management.

The financial statements are presented in British Pounds Sterling (£), the currency of the primary economic environment in which the Group's activities are operated and reported in £'000. The financial statements are for the year ended 30 April 2025.

The financial information set out in this preliminary results announcement does not constitute the Group's statutory financial statements, as defined in section 435 of the Companies Act 2006, but is derived from those financial statements. Statutory financial statements for 2024 have been delivered to the Registrar of Companies. The audit report was unqualified, did not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006 and drew attention by way of emphasis to a material uncertainty relating to going concern and the recoverability of intangible assets and parent company inter-company receivables. Those for 2025 have not yet been delivered to the Registrar of Companies. The audit report is unqualified, does not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006 and draws attention by way of emphasis to a material uncertainty relating to going concern and the recoverability of intangible assets and parent company inter-company receivables. The 2025 accounts will be delivered to the Registrar of Companies shortly.

2. Accounting policies

Basis of preparation

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

The Group financial statements have been prepared under the historical cost convention subject to fair valuing certain financial instruments and in accordance with UK-adopted international accounting standards.

Going concern

Information on the business environment and the factors underpinning the Group's future prospects and product portfolio are included in the Operational Review. During the year, on 28 October 2024, the Group successfully completed an equity fundraising round, raising £2.15m via a placing of shares and £1.2m from an issue of convertible loan notes. The cash balance at 30 April 2025 was £1.7m. The Group has performed prudent scenario analysis on revenue and cost performance covering the period up to April 2027. These demonstrate that the Group can meet its liabilities as they fall due.

If the Group is unable to generate its proposed revenue projections, particularly around the levels and timing of forecast new business that has not been secured yet included in the projections, there is limited headroom in the current forecasts and as such there is considered to be a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Should the Group not meet those revenue predictions, management plans to cut costs or look to raise capital from a number of different funding options. After making appropriate enquiries, the Directors consider that it is appropriate to adopt the going concern basis in preparing the consolidated financial statements. Accordingly, the financial statements do not include any adjustments which would be required if the going concern basis of preparation was deemed to be inappropriate.

Basis of consolidation

The consolidated statement of comprehensive income and statement of financial position include the financial statements of the Company and its subsidiary undertakings as of 30 April 2025.

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements present the results of the Company and its subsidiaries (the "Group") as if they formed 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 acquisition method.

In the consolidated 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 statement of comprehensive income from the date on which control is obtained.

Transactions eliminated on consolidation

Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial information.

Judgements and estimates

The preparation of the financial statements requires management to exercise judgement in applying the Group's accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses.

The following are key sources of estimation uncertainty and critical accounting judgements:

Judgements

· Development costs capitalised as intangible assets - Management exercises judgement in determining whether the costs can be capitalised. Management look for costs that can be directly attributable, and also measurable, to a particular project when deciding on capitalisation. During the year, the Group has capitalised intangible assets development costs of £563,000 (2024: £644,000), which relate specifically to the Rosslyn Platform redevelopment.

· Management have exercised judgement in reviewing the terms of the convertible loan notes, particularly around whether a fixed or variable number of shares are to be issued on conversion to ensure that they are correctly accounted for as debt and equity or embedded derivatives in line with the nature of the agreement.

Estimates

· Recognition of professional services revenue - For projects that are in progress, management assesses how far through to completion then recognise revenue using time management records and expectation of total time required based on prior projects.

· Impairment of intangible assets - Management have carried out an impairment review based on the recoverable amount using a discounted cash flow model. No impairment is considered necessary, but this is dependent upon future cash flows generated by the continuing subsidiary operations, which themselves are dependent on the successful commercialisation, value and timing of product sales. The Directors performed sensitivity analysis on the net present value of future income streams of the Group to consider whether there are any indicators of impairment to the carrying amount of intangible assets of £1,658,000 (2024: £1,620,000). A 10% change in new business revenues results in a £889,000 reduction in the net present value of the future income streams of the Group. New business revenues would need to decrease by 15% before an impairment charge is required for the carrying value of the intangible assets. The ultimate result of these assumptions cannot be determined at this time, and the financial statements do not account for any impairment provision that might be necessary should the Group's cash flows deviate from the forecast.

Revenue recognition

Revenue is measured at the fair value of consideration received or receivable and represents amounts for services provided

to third parties in the normal course of business during the year, net of value-added tax, and results from the principal activities of the Group.

Each element of revenue (described below) is recognised only when:

· the consideration receivable is fixed or determinable; and

· collection of the amount due from the customer is reasonably assured.

i) Initial data processing and analysis in connection with the deployment and customisation of the Group's proprietary solutions are recognised over the corresponding period of the related customer contract.

ii) Annual licence fees are recognised on a straight-line basis over the period of the contractual term.

iii) Any revenue arising from consultancy or professional services work is recognised as such services are delivered.

Services that have been delivered at the end of a financial period but which have not been invoiced at that time are recognised as revenue and shown within accrued revenue in the statement of financial position.

Advance payments from customers are included within deferred income in the statement of financial position. Such amounts are recognised as the services are provided to the customer in accordance with points (i) to (iii) as set out above.

Cost of sales

Cost of sales includes utilised data storage costs proportionate to the amount utilised to service customers, together with third-party costs for software licences supplied to customers.

Other intangible assets

All finite-lived intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. The following useful lives are applied:

· Internally developed software - five years straight line

Amortisation has been included within depreciation, amortisation and impairment of non-financial assets.

Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement.

Depreciation

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

· Fixtures, fittings, and equipment - 18 to 36 months straight line

Impairment review of intangible assets

The intangible assets, with the exception of goodwill, are being amortised over their useful economic lives, however management still tests intangible assets for impairment if and when indicators of impairment arise. Where such an indication exists, management estimates the fair value less costs to sell of the assets based on the net present value of future cash flows. The Directors have considered whether there are any indicators of impairment to the carrying amount of intangible assets of £1,658,000 (2024: £1,620,000), and there is considered to be no requirement for impairment in this financial year.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantively enacted by the statement of financial position date.

Deferred tax is provided using the statement of financial position liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Temporary differences are not provided for the initial recognition of other assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An intangible asset arising from development or the development phase of an internal project is recognised if the Group can demonstrate:

a. the technical feasibility of completing the intangible asset so that it will be available for sale or use;

b. the intention to complete the development;

c. the ability to use or sell the intangible asset;

d. how the intangible asset will generate probable future economic benefits (for example, the existence of a market for the output of the intangible asset or for the intangible asset itself);

e. the availability of resources to complete the development; and

f. the ability to measure the attributable expenditure reliably.

This financial year the development costs of the new Rosslyn Platform have been able to be identified meeting the tests above and have therefore been capitalised.

Foreign currencies

The functional currency of the Company is pounds sterling because that is the currency of the primary economic environment in which the Company operates. The Company's presentation currency is pounds sterling.

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result and are recognised in administrative expenses.

Group companies

The results and financial position of all the Group entities (none of which have the currency of a hyperinflation economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

· assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

· income and expenses for each income statement presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

· all resulting exchange differences are recognised in other comprehensive income. The following exchange rates were applied for £1 at each year end:

Retirement benefits

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

Leases

Right-of-use assets and lease liabilities are recognised and measured in accordance with IFRS 16. A right-of-use asset and a lease liability has been recognised for all leases except leases of low value assets, which are considered to be those with a fair value below £4,500, and those with a duration of 12 months or less. The lease liabilities are measured at the present value of the lease payments due to the lessor over the lease term, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate.

Trade and other payables

Trade payables are stated at their original invoiced value, as the interest that would be recognised from discounting future cash payments over the expected payment period is not considered to be material.

Financial assets

Classification

Financial assets and financial liabilities are recognised in the statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Investments other than investments in subsidiaries are classified as either held-for- trading or not at initial recognition. At the year end date all investments are classified as not held for trading.

Trade receivables

Trade receivables are held in order to collect the contractual cash flows and are initially measured at the transaction price as defined in IFRS 15, as the contracts of the Group do not contain significant financing components.

Impairment losses are recognised based on lifetime expected credit losses in profit or loss.

Other receivables

Other receivables are held in order to collect the contractual cash flows and accordingly are measured at initial recognition at fair value, which ordinarily equates to cost and are subsequently measured at cost less impairment due to their short-term nature.

A provision for impairment is established based on 12-month expected credit losses unless there has been a significant increase in credit risk when lifetime expected credit losses are recognised. The amount of any provision is recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances held by the Group and overnight call deposits.

Financial instruments

Financial liability and equity instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Convertible debt

The proceeds received on issue of the Group's convertible debt, where there is a fixed amount of equity to be issued, are allocated into their liability and equity components and presented separately in the balance sheet. Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. This is then measured at amortised cost.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity.

On conversion, the debt and equity elements are credited to share capital and share premium as appropriate, with no gain or loss recognised.

Where a variable amount of equity can be converted, then a derivative is created on inception which is measured at fair value through profit and loss account, with the host debt being recognised as a liability which is included at amortised cost with associated fees offset against the debt. Fees associated with the derivative are expensed.

Share capital and share premium

Ordinary shares are classified as equity. Share premium is the amount subscribed for share capital in excess of nominal value less any costs directly attributable to the issue of new shares. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds.

Share-based payments

The Group operates an equity-settled, share-based compensation plan, the Enterprise Management Incentive (EMI) Scheme.

The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted calculated using an appropriate option pricing model. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. Options issued under the scheme to Non-Executive Directors and other individuals who are not employees of the UK Company follow the EMI rules but are considered non-qualifying EMI options for tax purposes.

Where a scheme is cancelled with replacement equity issued for the cancelled scheme, then this is accounted for as a modification with the incremental fair value (comparing the fair value of the equity under the old scheme and the equity instruments under the new scheme at the date of modification) being accounted for over the vesting period.

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Provisions

A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.

If the effect is material, provisions are discounted at a rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. The increase in the provision due to passage of time is recognised in finance costs.

Net finance costs

Finance costs

Finance costs comprise interest payable on borrowings and direct issue costs.

Finance income

Finance income comprises interest receivable on funds invested. Interest income is recognised in the income statement as it accrues using the effective interest method.

Standards, amendments and interpretations

The following new and amended Standards and Interpretations effective for the financial year beginning 1 May 2024 have been adopted. The adoption of these standards has not had any material impact on the disclosures or on the amounts reported in these financial statements.

· Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

· Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

· Non-current liabilities with covenants (Amendments to IAS 1)

· Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

· International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12)

Standards not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.

· Lack of Exchangeability (Amendments to IAS 21)

· IFRS 18 Presentation and Disclosure in Financial Statements (New standard)

· IFRS 19 Subsidiaries without Public Accountability: Disclosures (New standard)

· Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

· Annual Improvements to IFRS Accounting Standards - Volume 11

· Contracts referencing Nature-dependent Electricity (Amendments to IFRS9 and IFRS 7)

The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group, except presentation changes required under IFRS 18.

3. Segmental reporting

Management has determined the operating segments based on the operating reports reviewed by the Directors that are used to assess both performance and strategic decisions. Management has identified that the Directors and the Chief Financial Officer are the Chief Operating Decision Maker in accordance with the requirements of IFRS 8 Operating segments.

The determination is that the Group operates as a single segment, as no internal reporting is produced either by geography or division. The Group views performance on the basis of the type of revenue, and the end destination of the client as shown below.

Included in Europe is Switzerland, which had revenues of £468,000 in the year ended 30 April 2025 (2024: £398,000). Included in North America is the USA, which had revenues of £1,168,000 in the year ended 30 April 2025 (2024: £811,000).

There were two (2024: two) significant customers who made up greater than 10% of total revenue in the year. Customer 1 generated revenue of £376,000 and customer 2 generated revenue of £352,000. The following revenue arose from the Group's largest customer in each year:

4. Loss per share

Basic earnings per share is calculated by dividing the net loss for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share is calculated by dividing the net loss for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

Since the Group is currently operating at a loss, there is no difference between the basic and diluted loss per share.