PRI0R1TY INTELLIGENCE GROUP PLC CONSOLIDATED  STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2025
	Notes	For the year  ended 30 September  2025      £	For the period Ended 30 September  2024      £
Cash from operating activities
Loss on ordinary activities before taxation		(10,329,014)	(594,435)
Adjustments for:
Share based payment		7,081,727	60,000
Impairment		1,152,502	-
Depreciation & Amortisation		66,417	5,801
Decrease / (Increase) in trade and other receivables		198,642	(302,961)
(Decrease) / Increase in trade and other payables		(298,525)	178,147
Net cash outflow from operating activities		(2,128,251)	(653,448)
Cash from investing activities
Purchase of intangible asset		(50,000)	(50,000)
Purchase of Cryptocurrency		(30,000)	-
Cash on acquisition of Alteration Earth PLC		618,455	-
Net cash inflow /(outflow) from investing activities		538,455	(50,000)
Cash from financing activities
Proceeds on the issue of shares, net of issue costs		2,168,537	960,460
Repayment of borrowings		(39,393)	-
Net cash from financing activities		2,129,144	960,460
Net       increase in cash and cash equivalents		539,348	257,012
Cash and cash equivalents at beginning of year		257,012	-
Cash and cash equivalents at end of period	15	796,360	257,012

 

The following were material non-cash transactions during the year:

●     Acquisition of Pri0r1ty AI Limited via a reverse takeover on 30 December 2024: the Group issued 72,000,000 consideration shares at £0.135 per share, representing deemed consideration of £9,720,000, and 6,723,940 consideration warrants with a fair value of £811,406. The reverse acquisition expense of £7,039,029, representing the excess of deemed consideration over the fair value of Alteration Earth Plc's identifiable net assets, was recognised as a non-cash charge in the consolidated income statement. Refer to Note 10.

●     Acquisition of Halfspace Limited on 5 July 2025: the total consideration of £1,692,308 was satisfied entirely through the issue of 15,384,621 initial consideration shares at £0.055 per share (£846,154) and the recognition of contingent deferred consideration of £846,154, representing 15,384,611 shares to be issued subject to Halfspace achieving its revenue target. No cash consideration was paid. Refer to Note 11.

●     Issue of 6,480,000 ordinary shares at 2.5p per share, with a total value of £162,000, in satisfaction of fees payable to advisers and consultants.

PRI0R1TY INTELLIGENCE GROUP PLC PARENT COMPANY STATEMENT OF CASHFLOW FOR THE YEAR ENDED  30 SEPTEMBER 2025
	Notes	For the year ended 30 September 2025      £	For the year ended 30 September 2024      £
Cash from operating activities
Loss on ordinary activities before taxation		(9,088,567)	(296,031)
Adjustments for:
Impairment		7,918,645	-
Interest receivable		(44,214)	-
Management charge		(44,612)	-
Share-based payments		47,698	30,000
Increase in trade and other receivables		(45,181)	-
Increase in trade and other payables		224,082	17,066
Net cash outflow from operating activities		(1,032,149)	(248,965)
Cash from financing activities
Proceeds on the issue of shares, net of issue costs	20	2,323,537	-
Payments made to subsidiaries	14	(1,290,421)	-
Net cash from financing activities		1,033,116	-
Net       increase/ (decrease) in cash and cash equivalents		967	(248,965)
Cash and cash equivalents at beginning of year		579,250	828,215
Cash and cash equivalents at end of period	15	580,217	579,250

 

 

The following were material non-cash transactions during the year:

●     Acquisition of Pri0r1ty AI Limited via reverse takeover on 30 December 2024: the Group issued 72,000,000 consideration shares at £0.135 per share, representing deemed consideration of £9,720,000, and 6,723,940 consideration warrants with a fair value of £811,406. The reverse acquisition expense of £7,039,029, representing the excess of deemed consideration over the fair value of Alteration Earth Plc's identifiable net assets, was recognised as a non-cash charge in the consolidated income statement. Refer to Note 10.

●     Acquisition of Halfspace Limited on 5 July 2025: the total consideration of £1,692,308 was satisfied entirely through the issue of 15,384,621 initial consideration shares at £0.055 per share (£846,154) and the recognition of contingent deferred consideration of £846,154, representing 15,384,611 shares to be issued subject to Halfspace achieving its revenue target. No cash consideration was paid. Refer to Note 11.

●     Issue of 6,480,000 ordinary shares at 2.5p per share, with a total value of £162,000, in satisfaction of fees payable to advisers and consultants.

 

PRI0R1TY INTELLIGENCE GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED  30 SEPTEMBER 2025

 

1.       GENERAL INFORMATION

    

Pri0r1ty Intelligence Group plc (the "Company") and its subsidiaries (together, the "Group")  is a UK-based technology and data intelligence group focused on the development and commercialisation of proprietary software and analytics solutions. The Group's current structure was established following a reverse takeover, pursuant to which the operating Pri0rity Group was acquired by Alteration Earth plc, an LSE-listed cash shell, with the enlarged group subsequently renamed Pri0r1ty Intelligence Group plc and being admitted on the AIM segment of the Market. As a result of the transaction, the Pri0rity Group became the principal operating business of the enlarged listed group.

 

The Company is a public limited company incorporated in England and Wales under the Companies Act 2006 with company number 13571750. The Company was incorporated on 18 August 2021 and its registered office is 28 Austin Friars, London, England, EC2N 2QQ, United Kingdom.

 

The principal accounting policies applied in the preparation of these consolidated financial statements ("financial statements") are set out below. These policies have been consistently applied to all periods presented unless otherwise stated.

 

Basis of preparation

The financial statements for the period ended 30 September 2025 have been prepared by Pri0r1ty Intelligence Group PLC  in accordance with UK adopted International Accounting Standards ("UK-IAS") and with the requirements of the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates.

The prior period Group comparatives are presented for the period from incorporation on 27 October 2023 to 30 September 2024. As the reverse acquisition completed in December 2024 was accounted for with Pri0r1ty AI Ltd ("PAI") as the accounting acquirer, these consolidated financial statements are a continuation of the financial statements of PAI. Accordingly, the comparative figures presented represent those of PAI (and not those of the legal parent, Pri0r1ty Intelligence Group PLC, formerly Alteration Earth PLC), reflecting PAI as the continuing business, with the period running from PAI's incorporation on 27 October 2023 to 30 September 2024.

1.1.    Going concern

Going concern

The Group and Company's financial statements have been prepared on the going concern basis, which contemplates that the Group and Company will be able to realise its assets and discharge liabilities in the normal course of business. Despite this, there can be no assurance that the Group or the Company will either achieve or maintain profitability in the future and financial returns arising therefrom may be adversely affected by factors outside the control of the Group and the Company.

The Group and Company has had recurring losses since incorporation, and its continuation as a going concern is dependent on the Group and Company's ability to successfully fund its operations by generating sufficient cash flow from operations and further equity or debt raises.  The Group is not expected to generate positive operating cash flow in the near term and therefore requires additional funding to meet its working capital requirements and to fund the continued development of the Group's and Company's products. The Directors are pursuing additional financing through a mixture of debt and equity which the Group requires during the second quarter of 2026. The Group's existing cash resources are not sufficient to meet its liabilities and if the proposed funding does not materialise, or is not secured on acceptable terms or within the required timeframe, the Group and Company will not have sufficient cash to continue to fund their operations.

This indicates that a material uncertainty exists that may cast significant doubt over the Group and Company's ability to continue as a going concern and therefore their ability to realise their assets and discharge their liabilities in the normal course of business.

Whilst acknowledging this material uncertainty, the directors consider it appropriate to prepare the consolidated financial statements on a going concern basis for the following reasons:

●     The Directors expect to secure additional funding of approximately £1.25m, which they anticipate finalising shortly after the date of approval of these financial statements, to meet the Group's working capital commitments for the year ahead.

●     The Group can reduce most discretionary administrative expenditure if needed including deferral of Director fees; and

●     The Group's Board of Directors have significant experience in the debt and equity capital markets and specifically have a successful track record in securing equity capital financing for the Group.

The consolidated financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.

The auditors have made reference to going concern by way of a material uncertainty within their audit report.

1.2.    Revenue

Revenue is recognised in accordance with IFRS 15 Revenue from Contracts with Customers and represents the amount of consideration to which the Group expects to be entitled in exchange for transferring goods or services to customers, excluding amounts collected on behalf of third parties such as sales taxes.

 

Revenue is recognised when, or as, control of promised goods or services is transferred to the customer. Where a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis.

 

The Group generates revenue from three principal activities: project-based services, technology and data services, and media and marketing services.

 

Project-based services

The Group provides technology development and project-based services under fixed-price contracts with milestone-based deliverables. Management assesses each contract to determine whether revenue should be recognised over time or at a point in time, based on when the customer obtains control of the deliverable.

 

Where a milestone represents the satisfaction of a distinct performance obligation and the customer obtains control upon its achievement, revenue is recognised at that point. Where the Group's performance creates or enhances an asset that the customer controls as it is created, or where the customer simultaneously receives and consumes the benefits of the Group's performance, revenue is recognised over time using an appropriate measure of progress.

 

Invoices are issued upon completion of agreed milestones and payment is generally due once services have been delivered.

 

Technology and data services

The Group provides technology services and data solutions under monthly service or retainer arrangements. Revenue is recognised over time as services are delivered, on a straight-line basis over the contract period, reflecting that the customer simultaneously receives and consumes the benefits of the service.

 

Where customers pay in advance, amounts received are recognised as contract liabilities (deferred revenue) and released to revenue over the period in which the services are delivered.

 

Media and marketing services

The Group arranges media spend with third-party advertising platforms on behalf of customers. Management has determined that the Group acts as agent in these arrangements, as the customer controls the advertising services provided by the third-party platforms and the Group does not bear significant inventory or performance risk.

 

Revenue is therefore recognised on a net basis, representing the Group's fee or margin for managing the marketing activity, at the point the related services are delivered.

 

1.3.    Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions. A material amount of cash and cash equivalents is held with alternative financial institutions. These funds are fully unrestricted.

1.4.    Foreign currency translation

The financial statements are presented in Sterling, which is the functional and presentational currency of the Company and of each of its subsidiaries, and the Group's presentational currency.

Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions.  At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the period in which they arise.

1.5.    Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 September each year. Per IFRS 10, control is achieved when the Company:

●     has the power over the investee;

●     is exposed, or has rights, to variable returns from its involvement with the investee; and

●     has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.  When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

●    the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

●    potential voting rights held by the Company, other vote holders or other parties;

●    rights arising from other contractual arrangements; and

●    any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.  Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cashflow relating to transactions between the members of the Group are eliminated on consolidation.

The Group recognises any non-controlling interest in the acquired entity at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets.  Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Reverse takeover

During the year, Pri0r1ty Intelligence Group plc ("the Company") acquired the entire issued share capital of Pri0r1ty AI Limited ("PAI"). Although the Company is the legal parent and issued the shares to effect the transaction, the substance of the transaction is that PAI's shareholders obtained control of the enlarged group: immediately following the transaction, the former shareholders of PAI held the majority of the voting equity of the Company, PAI's business comprised substantially all of the operations of the enlarged group, and the Company's board and senior management were drawn predominantly from PAI. Accordingly, in accordance with IFRS 3, PAI has been identified as the accounting acquirer and the Company as the accounting acquiree, and the transaction has been accounted for as a reverse acquisition.

In addition, the Company was a cash shell at the date of acquisition and did not meet the definition of a business under IFRS 3. As the acquiree does not constitute a business, the transaction does not fall within the scope of the acquisition method in IFRS 3 and has instead been accounted for as a share-based payment under IFRS 2: the consolidated financial statements represent a continuation of the financial statements of PAI, and any excess of the deemed cost of the shares issued by PAI (measured by reference to the fair value of the equity) over the fair value of the net assets of the Company acquired is recognised in profit or loss as a listing expense.

 

As the Company did not meet the definition of a business under IFRS 3 Business Combinations, the transaction is outside the scope of IFRS 3 and has been accounted for as a share-based payment transaction in accordance with IFRS 2 Share-based Payment.

 

Accordingly, the consolidated financial statements represent a continuation of the financial statements of Pri0r1ty AI Limited. The assets and liabilities of Pri0r1ty AI Limited are recognised at their existing carrying values, while the identifiable assets and liabilities of Pri0r1ty Intelligence Group plc are recognised at fair value at the acquisition date.

 

The difference between the fair value of the equity instruments deemed to have been issued by Pri0r1ty AI Limited and the fair value of the identifiable net assets of Pri0r1ty Intelligence Group plc is recognised as a share-based payment expense in the statement of profit or loss.

 

The consolidated financial statements have therefore been prepared to reflect the consolidated results of the Group from the acquisition date. Comparative information reflects the results of the accounting acquirer for the comparative period. Refer to note 10 for further information.

 

1.6.    Investment in subsidiaries

Investments in subsidiaries are stated in the Company's separate statement of financial position at cost less any provision for impairment. The Company assesses the carrying value of its investments at each reporting date, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Where the carrying value of an investment exceeds its recoverable amount, an impairment charge is recognised in profit or loss to reduce the investment to its recoverable amount.

1.7.    Intangible assets

Intangible assets acquired as part of a business combination are recognised separately from goodwill at fair value at the acquisition date in accordance with IFRS 3 Business Combinations and IAS 38 Intangible Assets, provided they are identifiable - either separable or arising from contractual or other legal rights.

Following initial recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation is charged on a straight-line basis over the estimated useful economic life of each asset, as set out below:

 

Intangible Asset	Useful Economic Life
Brand name	7 years
Customer relationships	11 years
Software and technology	5 years

 

Goodwill represents the excess of the consideration transferred over the Group's interest in the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree. Goodwill is not amortised but is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment loss is recognised immediately in profit or loss and is not subsequently reversed.

 

Software development costs that relate to assets that are not yet available for use are presented as software work in progress (WIP) within intangible assets on the statement of financial position. Software WIP is not amortised until the asset is available for use, at which point it is transferred to the relevant category of completed intangible asset and amortisation commences.

The carrying amount of software WIP is subject to an annual impairment review (or more frequently where indicators of impairment exist) in accordance with IAS 36 Impairment of Assets.

 

The allocation of costs between research and development phases, and the assessment of whether capitalisation criteria are met at each reporting date, requires the exercise of management judgement.

 

1.8.    Trade and other receivables

Trade and other receivables are measured at amortised cost, using the effective interest method, less any impairment loss. An allowance for impairment of trade and other receivables is established based on the twelve month expected credit losses unless the credit quality has deteriorated since inception, in which case it is based on lifetime losses.

1.9.    Financial instruments

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.

a)   Classification

The Group classifies its financial assets in the following measurement categories:

●       those to be measured subsequently at fair value (either through OCI or through profit or loss);

●       those to be measured at amortised cost; and

●       those to be measured subsequently at fair value through profit or loss.

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cashflows.

For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

b)   Recognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.. Financial assets are derecognised when the rights to receive cashflows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

c)   Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

 

Debt instruments

Amortised cost: Assets that are held for collection of contractual cashflows, where those cashflows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

d)   Impairment

The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

 

1.10.  Cryptocurrency holdings

The Group holds cryptocurrency in the form of Bitcoin. Cryptocurrencies are digital assets secured by cryptography and recorded on distributed ledger technology. Cryptocurrency holdings do not represent cash or cash equivalents as they are not legal tender and are not backed by any government or central bank.

 

In accordance with IFRS guidance and IAS 38 Intangible Assets, cryptocurrencies are classified as intangible assets as they are identifiable non-monetary assets without physical substance.

 

Cryptocurrency holdings are initially recognised at cost, being the fair value of the consideration paid to acquire the cryptocurrency, including any transaction fees directly attributable to the acquisition.

 

Subsequent to initial recognition, the Group applies the revaluation model under IAS 38. Under this model, cryptocurrency holdings are carried at fair value, determined by reference to quoted market prices on active cryptocurrency exchanges at the reporting date, less any subsequent impairment losses where applicable.

 

Increases in fair value are recognised in other comprehensive income and accumulated within a revaluation reserve in equity, except to the extent that they reverse a previous revaluation decrease recognised in profit or loss. Decreases in fair value are recognised in profit or loss to the extent that they exceed any balance held in the revaluation reserve relating to the same asset.

 

Upon disposal of cryptocurrency, the difference between the carrying value and the proceeds received is recognised in profit or loss. Any related revaluation surplus is transferred directly from the revaluation reserve to retained earnings.

 

The Group assesses at each reporting date whether there is any indication that the cryptocurrency holdings may be impaired in accordance with IAS 36 Impairment of Assets.

 

1.11.  Lease Accounting

The Company as Lessee

At the inception of a contract, the Group assesses if the contract is a lease or contains a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (ie a lease with a term of 12 months or less) and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease.

 

Initially the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate.

 

Lease payments included in the measurement of the lease liability are as follows:

 

●     fixed lease payments less any lease incentives;

●     variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

●     the amount expected to be payable by the lessee under residual value guarantees;

●     the exercise price of purchase options, if the lessee is reasonably certain to exercise the options;

●     lease payments under extension options, if the lessee is reasonably certain to exercise the options; and

●     payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

 

The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date and any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.

 

Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest.

 

Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset.

 

The Company's weighted average incremental borrowing rate applied to the lease liabilities is 5.81%.

 

The Company as Lessor

Where the Group acts as an intermediate lessor, the head lease is accounted for as a right-of-use asset and lease liability in accordance with the lessee accounting policy above. The sublease is classified as either a finance or operating lease by reference to the right-of-use asset arising from the head lease. The Group sublets a proportion of its leased premises under an arrangement classified as an operating lease, as the sublease does not transfer substantially all the risks and rewards incidental to ownership of the underlying right-of-use asset. Rental income from this operating sublease is recognised on a straight-line basis over the sublease term and recorded as other income.

1.12.  Equity

Share capital is determined using the nominal value of shares that have been issued.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse.

Based on IFRS 2, for equity-settled share-based payment transactions, the entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. The fair value of the service received in exchange for the grant of options and warrants is recognised as an expense, other than those warrants that were issued in relation to the listing which have been recorded against share premium in equity. If the entity cannot estimate reliably the fair value of the goods or services received, the entity shall measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted.  The seed warrants issued to the investors and directors in raising private equity funds is not within the scope of IFRS 2 and accounting policy mentioned doesn't apply.

Share capital to be issued refers to shares that are expected to be settled through the issuance of the Company's equity instruments as of the year-end. In accordance with IAS 32, since these meet the definition of equity, they are classified within equity as 'shares to be issued' and are measured at fair value."

Retained earnings includes all current and prior period results as disclosed in the income statement.

 

1.13.  Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision maker, being responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive Board of Directors.

1.14.  Taxation

Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

1.15.  Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The following are the critical judgements and key sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial statements.

Carrying value of investments in subsidiaries (Company) - Note 16

The Company carries its investments in subsidiaries at cost less any provision for impairment. The Directors are required to assess at each reporting date whether there are indicators of impairment and, where such indicators exist, to estimate the recoverable amount of the investment. Given the early stage of the Group's commercial development and the recurring losses incurred since incorporation, the Directors have considered the value attributable to each subsidiary by reference to their net assets, trading prospects and the future cash flows expected to be generated from the underlying businesses. This assessment involves significant judgement, particularly in respect of forecast revenue growth, customer retention and the timing of profitability. Following this assessment, the Directors concluded that the recoverable amount of each investment was below its carrying value, and impairment charges were recognised in the year (FY24: £nil), reducing the carrying amounts to £7,180,645 (Pri0r1ty AI Limited) and £738,000 (Halfspace Limited). The impairment principally reflects delays in the commercial implementation and roll-out of the underlying product suite relative to the timelines assumed at the point of investment, which deferred the forecast revenue and profitability of each business and reduced the present value of their expected future cash flows. The Directors consider the carrying values supportable following these charges, and post year-end commercial performance supports the assessment that no further impairment is required.

Carrying value of intangible assets - Note 9

The Group's intangible assets comprise: (i) the proprietary technology platform acquired by Pri0r1ty AI Limited, carried as an asset under development (work in progress) pending completion and deployment; and (ii) intangible assets identified on the acquisition of Halfspace Limited, being brand, customer relationships, and development costs, recognised at fair value as part of the purchase price allocation under IFRS 3.

Intangible assets that are not yet available for use are not amortised but are subject to mandatory annual impairment testing under IAS 36, irrespective of whether any indicator of impairment exists. Intangible assets available for use are amortised over their estimated useful economic lives and tested for impairment where an indicator is identified.

The recoverable amount of Pri0r1ty AI Limited's platform and the intangibles associated with Halfspace Limited has been assessed using a value-in-use model with a pre-tax discount rate of 17.9%, which the Directors consider a prudently conservative rate appropriate for an early-stage, pre-profitability technology business.

This assessment concluded that the recoverable amount of the Halfspace cash-generating unit was below its carrying value, and an impairment charge of £1,152,502 was recognised against goodwill in the year (FY24: £nil). The impairment principally reflects delays in the commercial implementation and roll-out of the underlying product suite relative to the timelines assumed at acquisition, which deferred the forecast revenue and profitability of the business and reduced the present value of its expected future cash flows.

Recoverability of intercompany loans - Note 14

The Company has advanced funds to its subsidiaries under an intra-group facility agreement, bearing interest at 8% per annum and repayable at the Lender's discretion. As the facility is repayable on demand, the recoverability of these balances is assessed under IFRS 9 by reference to the expected credit loss model.

In assessing recoverability, the Directors determined the recoverable amount of each subsidiary on a value-in-use basis and applied any resulting shortfall against the carrying value of the investment in the subsidiary before any amount would be allocated to the intra-group loan. The impairment charges recognised in the year were absorbed in full against the carrying value of the investments, such that the recoverable amount remained sufficient to cover the loan balances. The Directors have also prepared forecasts for each cash-generating unit which indicate that both businesses are expected to become cash flow positive and to generate sufficient cash to repay the amounts advanced.

On this basis, and having regard to the Group's intention and ability to provide continued financial support, the Directors concluded that no expected credit loss provision is required against the intra-group balances at the reporting date. Given the subsidiaries' pre-profitability status and their dependence on continued Group funding, there is inherent uncertainty in this assessment, and a material deterioration in trading or funding position could give rise to an expected credit loss provision.

Acquisition of Halfspace Limited -Note 11

The acquisition of Halfspace Limited, completed 5 July 2025, has been accounted for as a business combination under IFRS 3. The application of IFRS 3 requires the Group to identify and measure at fair value all identifiable assets acquired and liabilities assumed at the acquisition date, with any excess of consideration over net assets recognised as goodwill. The identification and valuation of separately recognisable intangible assets, including customer relationships, internally generated software, brand and associated intellectual property, involves significant estimation, including assumptions about future revenues attributable to those assets, customer attrition rates and appropriate royalty rates. The purchase price allocation exercise remains within the IFRS 3 measurement period of twelve months from the acquisition date and may therefore be subject to retrospective adjustment as further information becomes available.

Reverse takeover - Note 10

The combination of Pri0r1ty AI Ltd with Alteration Earth Plc on 30 December 2024 was structured as a reverse takeover for legal purposes. The Directors determined that Pri0r1ty AI Ltd was the accounting acquirer on the basis that its former shareholders obtained the majority of the voting rights in the enlarged group and that its management assumed control of the combined entity. The transaction was therefore accounted for as a continuation of the Pri0r1ty AI Ltd financial statements, with the assets and liabilities of Alteration Earth Plc recognised at fair value at the acquisition date. The deemed cost of the combination, representing the notional consideration that Pri0r1ty AI Ltd would have had to pay to acquire the equivalent ownership interest in Alteration Earth Plc, was calculated by reference to the fair value of Pri0r1ty AI Ltd's shares at the transaction date and resulted in a listing services charge recognised in the income statement.

New standards and interpretations not yet adopted

The Group has adopted the below standards, amendments or interpretations for the first time for its annual reporting period commencing 1 January 2024 which do not have a material impact on the Group:

Standard	Effective Date
Amendments to IAS 21 - Lack of Exchangeability	1 January 2025

 

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK): 

Standard	Effective Date
Annual Improvements to IFRS standards - Volume 11	1 January 2026
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures: Classification and Measurement of Financial Instruments	1 January 2026 *
IFRS 18 Presentation and Disclosure in Financial Statements	1 January 2027 *

^{*-Not yet endorsed in the UK}

The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material.

 

2.       SEGMENTAL ANALYSIS

The Group's reportable segments are:

●     AI & Data intelligence;

●     Marketing & Analytics; and

●     Corporate: the corporate segment is the UK head company and the costs in respect of managing the Group. This includes the cost of director share options granted by the Company. Segmental results are detailed below for the year ended 30 September 2025:

 

	Corporate	AI and data intelligence services.	Marketing & Analytics	Total
	£	£	£	£
Operating profit /(loss) from continued operations per reportable segment	(9,041,841)	16,712	(1,303,885)	(10,329,014)
Reportable segment assets	2,558,509	152,954	408,664	3,120,127
Reportable segment liabilities	(1,213,341)	(402,077)	(292,350)	(1,907,768)
Net assets	1,345,168	(249,123)	116,314	1,212,359

 

3.       REVENUE

	Year ended 30 September 2025 £	Period ended 30 September 2024 £
Project-based services	6,000	-
Technology and data services	93,796	5,965
Media and marketing services	74,378	-
Total revenue	174,174	5,965

 

4.       ADMINISTRATIVE EXPENSES

This is stated after charging:

	2025 £	2024 £
Professional fees	(819,707)	(289,318)
Employment costs	(402,983)	(110,111)
Insurance expense	(25,645)	(445)
Audit fees	(110,000)	-
Office expenses	(80,708)	(5,789)
Legal fees	(261,608)	(80,280)
Advertising & Marketing	(51,290)	(72,945)
Administration fees	(69,909)	-
IT Costs	(71,741)	(8,866)
Travel & Entertainment	(109,620)	(15,138)
Bank charges	(1,980)	(661)
Other expenses	(18,038)	(9,529)
	(2,023,229)	(593,082)

 

5.       DIRECTORS AND EMPLOYEES

The average number of persons employed by the Group (including directors) during the period ended 30 September 2025:

 

	30 September 2025	30 September 2024
	No	No
Directors	4	2
Employees	4	-
	8	2

 

	2025	2024
The aggregate payroll costs of the directors were as follows:	£	£
Wages and salaries	165,000	-
Share based payments	30,000	30,000
	195,000	30,000

 

The highest paid director, being the CEO received fees of £60,000 (2024: £nil).

 

6.       AUDITORS' REMUNERATION

	30  September 2025	30 September 2024
	£	£
Fees payable to the Group's auditor for the audit of parent company and consolidated group financial statements:	110,000	40,000
	110,000	40,000

 

7.       TAXATION

No liability to incomes taxes arise in the year.

 

	30 September 2025	30 September 2024
	£	£
The charge / credit for the year is made up as follows:
Corporation taxation on the results for the year	-	-
Released of deferred tax liability	1,347
Taxation charge / credit for the year	1,347	-
A reconciliation of the tax charge / credit appearing in the income statement to the tax that would result from applying the standard rate of tax to the results for the year is:
Loss before tax	(10,329,014)	(594,436)
Tax credit at the applicable rate of 25% (2024: 25%)	(2,582,254)	(148,609)
Expenditure disallowable for taxation	815,722	35,758
Tax losses on which no deferred tax asset has been recognised	1,767,879	112,851
Release of deferred tax liability	1,347	-
Total tax (charge)/credit	1,347	-

 

The Company has total carried forward losses of £3,905,321 (2024: £1,870,798). The taxable value of the unrecognised deferred tax asset is £976,330(2024: £467,699) and these losses do not expire. No deferred tax assets in respect of tax losses have not been recognised in the accounts because there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.

 

8.   EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year.

		2025	2024
		£	£
Loss for the year from continuing operations attributable to the owners of the Company		(10,327,667)	(594,436)
Weighted number of ordinary shares in issue		99,726,920	149,610,619
Basic & diluted earnings per share from continuing operations - pence		(10.35)	(0.397)

 

9.   INTANGIBLE ASSET

Group and Company	Brand name	Customer	Software	WIP	Goodwill	Total
As at 1 October 2023	-	-	-	-	-	-
Additions	-	-	-	540,000	-	540,000
As at 30 September 2024	-	-	-	540,000	-	540,000
Acquisition of Halfspace	180,673	195,412	247,742	-	1,865,026	2,488,853
At 30 September 2025	180,673	195,412	247,742	540,000	1,865,026	3,028,853
Accumulated Amortisation
As at 1 October 2023	-	-	-	-	-	-
Charge for the period	-	-	-	-	-	-
As at 30 September 2024	-	-	-	-	-	-
Charge for the period	6,453	4,441	12,387			23,281
Impairment charge					1,152,502	1,152,502
At 30 September 2025	6,453	4,441	12,387	-	1,152,502	1,175,783
Net Book Value
At 30 September 2024	-	-	-	540,000	-	540,000
At 30 September 2025	174,220	190,971	235,355	540,000	712,524	1,853,070

 

The directors have performed an annual impairment review of the software work in progress balance of £540,000 in accordance with IAS 38.108, which requires assets not yet available for use to be tested for impairment irrespective of whether any indicator exists. The recoverable amount has been assessed by reference to value in use, calculated using management's forecast cash flows expected to be generated from the Pri0r1ty platform into which the capitalised costs will be deployed, and the directors are satisfied that the recoverable amount exceeds the carrying value of £540,000 such that no impairment charge is required. Amortisation will commence on transfer to completed intangible assets once the asset is available for use, which the directors anticipate will occur during the financial year ending 30 September 2026.

Goodwill of £1,865,026 arising on the acquisition of Halfspace Limited has been allocated in its entirety to the Halfspace CGU, representing the lowest level at which goodwill is monitored for internal management purposes. In accordance with IAS 36, the Directors have performed an impairment review as at 30 September 2025 by estimating the recoverable amount of the CGU on a value-in-use basis. The value-in-use calculation applies management's three-year forecast cash flows, a pre-tax discount rate of 17.9% reflecting a risk-adjusted cost of capital appropriate to the CGU's sector and stage of development, and a terminal growth rate of 2.3%. On the basis of this assessment, an impairment charge of £1,152,502 has been recognised, reducing the carrying amount of goodwill to £712,524.

The impairment calculations are sensitive to changes in the key assumptions underlying the value in use models. A 10% reduction in forecast revenues across the CGU  would increase the aggregate impairment charge by approximately 44%. A 2% increase in the pre-tax discount rate (from 17.9% to 19.9%) would increase the aggregate charge by approximately 24%. The Directors consider the base revenue assumptions to be conservative relative to the Group's contracted pipeline and post-period commercial activity.

10.     REVERSE TAKE OVER OF PRI0R1TY AI LTD

Background and Structure of the Transaction

On 30 December 2024, Alteration Earth PLC completed the acquisition of the entire issued and to be issued share capital of Pri0r1ty AI Ltd ("PAI") by way of a reverse takeover ("RTO"), simultaneously with admission of the enlarged share capital to trading on AIM (the "Admission"). On Admission, the Company was renamed Pri0r1ty Intelligence Group PLC.

 

The transaction was effected by Alteration Earth PLC (as legal parent) issuing 72,000,000 new ordinary shares of £0.003 each (the "Consideration Shares") and 6,723,940 Consideration Warrants to the former shareholders of PAI pursuant to a conditional Share Purchase Agreement dated 20 December 2024. Concurrently, ALTE raised £855,000 (gross) through the placing and subscription of a further 6,333,329 new ordinary shares at an issue price of 13.5 pence per share. The enlarged issued share capital following Admission comprises 96,333,329 ordinary shares of £0.003 each.

 

 

Basis of Accounting - Reverse Acquisition (IFRS 3)

Although ALTE is the legal acquirer, the Directors have assessed the substance of the transaction and concluded that PAI is the accounting acquirer for the purposes of IFRS 3 Business Combinations.

 

Accordingly, the consolidated financial statements of the Group are presented as a continuation of the financial statements of PAI (the accounting acquirer). The comparatives are those of PAI, not those of ALTE. The reverse acquisition has been accounted for under IFRS 3 using the acquisition method, with the following consequences:

 

•     The assets and liabilities of ALTE are recognised and measured at their fair values at the acquisition date; the assets and liabilities of PAI are carried at their pre-combination carrying amounts.

•     No goodwill arises. Instead, the excess of the deemed consideration over ALTE's identifiable net assets is recognised as a share-based payment expense in the income statement, reflecting the economic cost to PAI of obtaining the AIM listing.

•     The equity structure presented in the consolidated statement of financial position reflects the legal capital of ALTE (as the legal parent), restated to reflect the capital of PAI at the beginning of the earliest period presented, with a reverse acquisition reserve arising on consolidation.

 

Net Assets of ALTE Acquired at the Acquisition Date

The fair values of ALTE's identifiable assets and liabilities at 30 December 2024, the date on which the SPA became unconditional and Admission occurred, were determined to be equal to their carrying amounts. No fair value adjustments were required.

 

Identifiable Assets and Liabilities of ALTE at Acquisition		£
Current Assets
Cash and cash equivalents		616,444
Prepayments and other receivables		10,930
Total Current Assets		627,374
Current Liabilities
Trade and other payables		(226,719)
Accrued liabilities		(69,252)
VAT recoverable		12,476
Equity subscription monies (convertible)		(155,000)
Total Current Liabilities		(438,495)
Net Assets of ALTE at Acquisition Date		188,879

 

Deemed Consideration and Reverse Acquisition Expense

As PAI is the accounting acquirer, the cost of the reverse acquisition is measured by reference to the hypothetical consideration PAI would have had to pay to obtain the same percentage ownership interest in ALTE as the pre-existing ALTE shareholders hold in the enlarged group following Admission.

 

The pre-existing ALTE shareholders retained 18,000,000 ordinary shares, representing approximately 20.0% of the enlarged share capital of 96,333,329 ordinary shares. Using the AIM admission price of £0.135 per share as the most reliable indicator of fair value (Level 1 of the IFRS 13 fair value hierarchy), the deemed consideration and resulting reverse acquisition expense are calculated as follows:

 

PAI shares outstanding immediately prior to acquisition	214,160,242
ALTE pre-existing shareholders' proportionate interest in enlarged group	20.0%
Hypothetical shares PAI would have issued to ALTE shareholders	53,540,061
Fair value per share (AIM admission price)	£0.135
Deemed acquisition cost	7,227,908
Less: Net assets of ALTE acquired	(188,879)
Reverse acquisition expense (share-based payment charge)	7,039,029

 

The reverse acquisition expense of £7,039,029 is recognised in the consolidated income statement for the year as a non-cash, non-recurring charge. It represents the economic premium paid by PAI to obtain the AIM listing and does not reflect any impairment of PAI's underlying assets or business.

 

 

Consideration Issued by ALTE

The consideration recorded in ALTE's own books (as legal parent) for the acquisition of PAI's share capital comprises the following instruments:

 

 

Consideration Issued by ALTE (Legal Parent)	Number	£
Consideration Shares at £0.135 per share	72,000,000	9,720,000
Consideration Warrants	6,723,940	811,406
Total statutory consideration	78,723,940	10,531,406

 

    

 

Reverse Acquisition Reserve

A reverse acquisition reserve ("RTO Reserve") arises on consolidation and represents the net effect of the adjustments made to align the legal equity structure of the enlarged group (ALTE as legal parent) with the continuation of PAI's financial statements. The reserve is a permanent component of consolidated equity and is not distributable. It is derived as follows:

 

Reverse Acquisition Reserve	£
ALTE pre-acquisition accumulated losses eliminated	1,059,143
PAI share capital and premium eliminated	(1,460,460)
Investment in PAI eliminated - ALTE consideration issued	10,531,406
Reverse acquisition expense recognised	(7,039,029)
Reverse acquisition reserve at 30 December 2024	3,091,060

 

11.     ACQUISITION OF HALFSPACE LIMITED

Background and Overview

On 5 July 2025 PR1 obtained control of Halfspace , a data-led marketing and technology company specialising in the sports and entertainment sectors, pursuant to a Share Purchase Agreement ("SPA") dated 8 June 2025, following shareholder approval at a General Meeting held on 5 July 2025.

 

Acquisition Date

Management has determined that the acquisition date for the purposes of IFRS 3 is 5 July 2025 being the date on which shareholders approved the acquisition at General Meeting and on which, pursuant to the terms of the SPA, the Group obtained the present ability to direct the relevant activities of Halfspace and was therefore exposed to variable returns from its involvement.

 

Identification of the Acquirer and Accounting Policy

The transaction meets the definition of a business combination under IFRS 3 Business Combinations. At the acquisition date, Halfspace constituted a business as defined by IFRS 3, possessing inputs (including the Compass ID software platform and a trained workforce), processes applied to those inputs, and outputs (contracted revenues with existing clients). PR1 is identified as the acquirer as it obtained control through the acquisition of 100% of Halfspace's voting share capital and the consequent power to direct the relevant activities of Halfspace.

 

The acquisition has been accounted for using the acquisition method in accordance with IFRS 3. Under the acquisition method:

 

•     The identifiable assets acquired and liabilities assumed of Halfspace are recognised and measured at their fair values at the acquisition date;

•     The consideration transferred is measured at fair value at the acquisition date;

•     Goodwill is recognised as the excess of consideration transferred over the fair value of Halfspace's identifiable net assets; and

•     Transaction costs of £100,538 were expensed as incurred in the consolidated income statement.

 

A purchase price allocation ("PPA") was performed by a third party considering all classes of identifiable assets and liabilities. Only those assets and liabilities meeting the recognition criteria and considered material have been recognised separately.

 

Consideration Transferred

The total consideration transferred is £1,692,308  satisfied entirely through the issue of new Ordinary Shares of PR1 ("Consideration Shares") at an issue price of £0.055 per share. No cash consideration was payable to the Halfspace Vendors. The Consideration Shares were issued in two tranches:

 

Consideration Transferred	Shares	£
Initial Consideration Shares - issued at Completion (£0.055)	15,384,621	846,154
Contingent Consideration Shares -(£0.055)	15,384,611	846,154
Total consideration recognised at acquisition date	30,769,232	1,692,308

 

The Initial Consideration Shares were issued to the Halfspace Vendors at Completion. The Deferred Consideration Shares are contingent upon Halfspace achieving certain revenue targets in the twelve-month period commencing on the Completion date (the "Revenue Target"), being the approximate average annual revenue of Halfspace in each of its last two complete financial years.

 

In accordance with IFRS 3, management has assessed the probability of the Contingent Consideration Condition being satisfied. Management has concluded that satisfaction of the Revenue Target is highly probable. Accordingly, the full £846,154 deferred consideration has been recognised as part of the consideration transferred at the acquisition date. Subsequent to year end the conditions for the contingent consideration were met and the shares will be issued in full.

 

The issue price of £0.055 per share was the prevailing AIM market price at the date the SPA was executed and represents the best available evidence of fair value of the equity instruments issued. Both tranches of shares will rank pari passu in all respects with the existing Ordinary Shares of PR1 on issue.

 

 

Purchase Price Allocation

The fair values of the identifiable assets acquired and liabilities assumed at the acquisition date of 5 July 2025 are set out below. The PPA incorporates fair value adjustments for identifiable intangible assets identified in accordance with IFRS 3 and IAS 38.

 

Purchase Price Allocation - Halfspace Limited	Fair Value £
A.  Book values of Halfspace net assets at 5 July 2025
Cash and cash equivalents	6,420
Trade and other receivables	84,733
ROU asset	42,915
Trade and other payables	(536,070)
ROU liability	(48,209)
Borrowings	(190,377)
Net liabilities at acquisition date	(640,588)
B.  Fair value adjustments - identifiable intangible assets
Brand name	180,673
Customer relationships	195,412
Software	247,742
Deferred tax liability on intangible assets recognised (25%)	(155,957)
Total fair value adjustments	467,870
Total identifiable net liabilities at fair value	(172,718)
C.  Consideration transferred
Initial Consideration: 15,384,621 shares at £0.055	846,154
Deferred Consideration: 15,384,611 shares at £0.055	846,154
Total consideration transferred	1,692,308
Goodwill arising on acquisition	1,865,026

 

 

Revenue and Results of Halfspace Since Acquisition

Revenue and profit  after tax contributed by Halfspace from 5 July 2025 to 30 September 2025 was £141,476 and a profit of £9,671.

 

Had the acquisition taken place at the beginning of the financial year (1 October 2024), the estimated profit / (loss) for the year would have been approximately (£327,533). This supplemental information is provided to comply with IFRS 3.B64(q) and represents management's best estimate; it is not necessarily indicative of results that would have been achieved had the acquisition occurred on 1 October 2024.

 

 

Acquisition-Related Costs

Acquisition-related costs, comprising legal, financial advisory and professional fees incurred in connection with the Halfspace transaction, have been expensed as incurred in accordance with IFRS 3 These costs are included within administrative expenses in the consolidated income statement for the year ended 30 September 2025 and are not included as part of the consideration transferred.

 

 

12.  RIGHT OF USE ASSET

 

Variable lease payments

The company does not have any variable lease payments.

 

				Group
				2025	2024
(i)   IFRS 16 related amounts recognised in the Statement of Financial Position
Leased office				232,982	174,040
Less: accumulated depreciation				(65,593)	(5,801)
Right of use asset				167,389	168,239
Movements in Carrying Amount
Opening balance				168,239	-
Initial recognition of a new office lease				42,286	174,040
Depreciation expense				(43,136)	(5,801)
				167,389	168,239
(ii) IFRS 16 related amounts recognised in the Statement of Comprehensive Income/(Loss)
Depreciation charge related to right of use asset				34,808		5,801
Interest expense on lease liabilities				8,690		1,518
Short term lease expenses				-		-

 

	Group
Lease Liability is represented by:	2025	2024
Current	37,369	17,321
Non-Current	154,727	154,522
Total Lease Liability	192,096	171,843

 

 

 

13.  TRADE AND OTHER RECEIVABLES

	As at 30 September 2025		As at 30 September  2024
	Group	Company	Group	Company
	£	£	£	£
Trade Debtors	64,205	-		-
Other Receivables	3,500	-	175,000	-
VAT	52,290	52,219	72,374	-
Prepayments	144,486	73,002	60,088	20,040
	264,481	125,221	307,462	20,040

 

14.   INTERCOMPANY RECEIVABLES

 

	As at 30 September 2025	As at 30 September 2024
	£	£
	Company	Company
Intercompany loan - Pri0r1ty AI Limited	1,089,850	-
Intercompany loan - Halfspace	378,399	-
	1,468,249

 

Intercompany receivables represent unsecured intra-group loan facilities advanced by Pri0r1ty Intelligence Group PLC to group undertakings. Under the facility agreement with Pri0r1ty AI Ltd, the loan is denominated in GBP, unsecured and bears interest at 8% per annum. Interest accrues daily on a 365-day basis and, on the last day of each calendar month, accrued interest is added to the principal amount outstanding. Amounts advanced are repayable at the discretion of the lender, but no earlier than 12 months from the date of the initial drawdown.

The Group also entered into a separate unsecured loan agreement with Halfspace Limited under which Pri0r1ty Intelligence Group PLC provided a GBP loan facility of £150,000, also bearing interest at 8% per annum. The loan is repayable on the date falling 12 months after the long stop date being 30 April 2025. The remaining balance the loan is interest free , is unsecured and has no fixed terms of repayment

The Group has recognised a loss of £Nil (2024: £Nil) in the profit or loss in respect of the expected credit losses for the year ended 30 September 2025.

 

 

15.   CASH AND CASH EQUIVALENTS

	As at 30 September 2025		As at 30 September  2024
	Group	Company	Group	Company
	£	£	£	£
Cash at bank	796,360	580,217	257,012	579,250
	796,360	580,217	257,012	579,250

 

The carrying amounts of the Group's and Company's cash and cash equivalents are denominated in the following currencies:

 

 

	As at 30 September 2025		As at 30 September  2024
	£	£	£	£
	Group	Company	Group	Company
UK Pounds	796,360	580,217	257,012	579,250
	796,360	580,217	257,012	579,250

 

16.  INVESTMENT IN SUBSIDARIES

 

 

Company	Pri0r1ty AI Limited	Halfspace Limited		Total
	£	£		£
As at 1 October 2023	-	-
Additions	-	-
As at 30 September 2024	-	-
Acquisition of Halfspace and PAI	10,531,406	1,692,308		12,223,714
At 30 September 2025	10,531,406	1,692,308		12,223,714
Accumulated impairment losses
As at 1 October 2023	-	-
Charge for the period	-	-
As at 30 September 2024	-	-
Charge for the period	(7,180,645)	(738,000)		(7,918,645)
At 30 September 2025	(7,180,645)	(738,000)		(7,918,645)
Net Book Value
At 30 September 2024	-	-		-
At 30 September 2025	3,350,761	954,308		4,305,069

 

The Directors have assessed the carrying value of each investment at 30 September 2025 and concluded that, following impairment charges recognised in the period, the remaining carrying amounts of £3,350,761 (Pri0r1ty AI Limited) and £954,308 (Halfspace Limited) are supportable. The recoverable amount of Pri0r1ty AI Limited has been assessed by reference to the value in use of its core technology platform, applying a pre-tax discount rate of 17.9%, a rate the Directors regard as deliberately conservative, reflecting the Group's current stage of development and the inherent risk premium applied to early-stage technology businesses.

 

The resulting value in use is below the carrying value of the underlying assets and an impairment charge has been recorded over the balance. The Directors further note that the Group's market capitalisation at 30 September 2025, based on a closing share price of 2.65p and 179,190,320 shares in issue, was approximately £4.48m, which provides a market-based corroboration that the Group as a whole is attributed a value materially in excess of consolidated net assets. Post year-end commercial performance supports the Directors' assessment that no additional impairment is required beyond the charges already recognised.

 

The impairment calculations are sensitive to changes in the key assumptions underlying the value in use models. A 10% reduction in forecast revenues across each CGU would increase the impairment charge for Halfspace and PAI  by approximately 69% and 13% respectively. A 2% increase in the pre-tax discount rate (from 17.9% to 19.9%) would increase the aggregate charge by approximately 24% and 8.8%.The Directors consider the base revenue assumptions to be conservative relative to the Group's contracted pipeline and post-period commercial activity.

 

As at 30 September 2025, the Group owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements:

Name	Incorporation date	Date acquired	Holding	Holding type	Business activity	Country of incorporation	Registered address
Pri0r1ty AI Limited	27 October 2023	30 December 2024	100%	Direct	Data analytics	UK	28 Austin Friars EC2N 2QQ
Halfspace Limited	23 March 2018	5 July 2025	100%	Direct	Data analytics	UK	28 Austin Friars EC2N 2QQ
Pri0r1ty Limited	10 November 2023	Incorporation	100%	Direct	Dormant	UK	28 Austin Friars EC2N 2QQ
Pri0r1ty Holdings Limited	17 October 2023	Incorporation	100%	Direct	Dormant	UK	28 Austin Friars EC2N 2QQ

 

The subsidiaries listed above have taken advantage of the exemption from audit under section 479A of the Companies Act 2006 for the year ended 30 September 2025. As a condition of that exemption, the Company has given a guarantee under section 479C of the Companies Act 2006 in respect of all outstanding liabilities of those subsidiaries as at 30 September 2025. Accordingly, the individual financial statements of those subsidiaries have not been audited

 

17.  TRADE AND OTHER PAYABLES

	As at 30 September 2025		As at 30 September 2024
	Group	Company	Group	Company
	£	£	£	£
Trade payables	397,380	60,134	184,846	600
Other payables	-	-	50,000	68,242
Contract liability	47,000	-	-	-
Accruals	126,942	126,942	-	-
VAT Liability	61,508	-	-	-
Employment liabilities	53,159	29,972	-	-
	685,989	217,048	234,846	68,842

 

 

18.  CONTINGENT CONSIDERATION PAYABLE

	As at 30 September 2025		As at 30 September 2024
	Group	Company	Group	Company
	£	£	£	£
Current	846,154	846,154	-	-
	846,154	846,154	-	-

 

Deferred consideration payable is share consideration for the acquisition of Halfspace refer to note 11 for further information. Consideration is classified as current if it is expected to be settled within 12 months of balance date.

 

19.  BORROWINGS

	As at 30 September 2025		As at 30 September  2024
	Group	Company	Group	Company
	£	£	£	£
Bounce Back Loan	8,562	-	-	-
Flexi-loan	4,348	-	-
Business credit facility	20,482	-	-
	33,392	-	-	-

 

All borrowings relate to Halfspace Limited, acquired on 5 July 2025, and are included in the consolidated balance sheet from that date. There were no external borrowings in the prior year. All facilities are unsecured and classified as current liabilities.

 

Bounce Back Loan

A government-backed Bounce Back Loan of £50,000 was originally drawn down on 4 June 2020 under the UK Government's Bounce Back Loan Scheme. The loan bears interest at a fixed rate of 2.5% per annum and is repayable in equal monthly instalments of £887. The facility has a 72-month term expiring in 2026. The balance outstanding at 30 September 2025 was £8,562.

 

Flexi-loan

A revolving flexi-loan facility provided by iwoca Ltd, drawn in tranches over the period from 2023 to 2024. The facility bears interest at a variable rate, with repayments made on a monthly basis. The outstanding balance at 30 September 2025 was £4,348. This facility was fully repaid in October 2025.

 

Business credit facility

A revolving business credit facility provided by bearing interest at a variable rate equivalent to approximately 35% per annum at the year end. The minimum monthly repayment is the higher of 10% of the closing balance or £100. At 30 September 2025, the outstanding balance was £21,482. The account was in arrears at the year end, with the facility suspended by the lender pending repayment of overdue amounts.

 

20.  SHARE CAPITAL AND SHARE PREMIUM

 

	Number of Shares on Issue	Share   Capital           £	Share Premium £	Total                  £
On incorporation1	100,000,000	100,000	-	100,000
Consideration shares 2	40,000,000	40,000	360,000	400,000
Shares issued in lieu of services 3	6,000,000	6,000	54,000	60,000
Proceeds from shares issued4	35,000,000	35,000	315,000	350,000
Proceeds from shares issued5	33,160,241	33,160	517,300	550,460
Share Issue Costs	-	-	-	-
Balance at 30 September 2024	214,160,241	214,160	1,246,300	1,460,460
Transfer of capital of Pri0r1ty AI Limited to Reverse acquisition reserve 6	(214,160,241)	(214,160)	(1,246,300)	(1,460,460)
Recognition of Pri0rity Intelligence Group capital at acquisition date 6	18,000,000	54,000	941,521	995,521
Shares issued for admission to AIM 7	6,333,329	19,000	835,999	854,999
Shares issued for acquisition of subsidiary 8	72,000,000	216,000	9,504,000	9,720,000
Proceeds from shares issued 9	370,370	1,111	48,888	49,999
Proceeds from shares issued 10	41,872,000	125,616	921,185	1,046,801
Shares issued in Lieu of fees 11	6,480,000	19,440	142,560	162,000
Halfspace acquisition 12	15,384,621	46,153	800,000	846,153
Proceeds from shares issued 13	18,750,000	56,252	693,751	750,003
Share issue costs	-	-	(313,885)	(313,885)
	179,190,320	537,572	13,574,019	14,111,591

 

^{1-         100,000,000 shares were issued at £0.001p nominal value at incorporation of the Company}

^{2-         40,000,000 shares at £0.01p were issued for the acquisition of the intellectual property held by Sports Media Ventures - Refer to note 9 for further information}

^{3-         6,000,000 shares at £0.01p were issued to consultants in lieu of cash payment for services provided}

^{4-         35,000,000 shares were issued at £0.01p for total consideration of £350,000}

^{5-         33,160,241 shares were issued at £0.0166 for total consideration of £550,460}

^{6-         As part of the reverse takeover of the existing share capital was required to be reversed out and replaced with the share capital of the legal acquirer. See note 10 for further information.}

^{7-         On 30 December 2024 the Group raised £855,000 in gross proceeds at 13.5p as part of its reverse take over and re-admission to AIM segment of the LSE}

^{8-         On 30 December 2024 72,000,000 shares at 13.5p were issued to the vendors of Pri0r1ty Ai Limited for consideration of the entire share capital of the Company}

^{9-         On 30 January 2025 the Company issued 370,370 share at 13.5p raising gross proceeds of £49,999}

^{10-       On 3 June 2025 the Company issued 41,872,000 shares at 2.5p per share raising gross proceeds of £1,046,800}

^{11-       On 3 June 2025 the Company issued 6,480,000 shares at 2.5p in Liu of fees}

^{12-       Issue of 15,384,621 consideration shares for the acquisition of Halfspace. Refer to note 11 for more information}

^{13-       On 29 July 2025 the Company issued 18,750,000 shares at 4p per share raising gross proceeds of £750,003}

 

The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

The share premium represents the difference between the nominal value of the shares issued and the actual amount subscribed less; the cost of issue of the shares, the value of the bonus share issue, or any bonus warrant issue.

 

21.  WARRANTS

Group

	2025			2024
	Weighted average exercise price	Number of warrants		Weighted average exercise price	Number of warrants
Opening balance	0.01	100,000,000		-	-
Issue of Founder warrants 1	-	-		0.01	100,000,000
Surrender and sale of warrants 2	0.01	(100,000,000)		-	-
Recognition of PLC warrants 3	0.003	2,700,000		-	-
Consideration warrants 4	0.03	6,723,940		-	-
Advisor warrants 5	0.135	240,830		-	-
Outstanding at the end of the year	0.03	9,664,770		0.01	100,000,000
Exercisable at the end of the year	0.01	2,940,833		0.01	100,000,000

 

1)  On 12 December 2023, PAI executed a warrant instrument pursuant to which PAI authorised the

issue of Founder Warrants to subscribe for up to 100,000,000 PAI Shares. On 20 December 2023,

PAI issued Founder Warrants to the Founder Shareholders. As the warrants were issued as 'free and attaching' they are considered part of the underlying share and fall outside the scope of IFRS 2 and have not been valued.

2) On 20 December 2024, each of the Founder Shareholders surrendered 80 per cent. of the original

Founder Warrants held by that Founder Shareholder ("Surrendered Warrants") pursuant to the

terms of a deed of surrender entered into between each Founder and PAI (the "Founder Warrant

Surrender Deeds"). Following surrender of the Surrendered Warrants, PAI has 20,000,000 Founder

Warrants outstanding held by the Founder PAI Shareholders. The Founder Warrants were purchased

by the Company pursuant to the terms of the Share Purchase Agreement, further details of which

are set out in paragraph 12.11 of this Part VI of this Document. In accordance with the terms of the

Share Purchase Agreement, in consideration for the purchase by the Company of the remaining

Founder Warrants, the Company were issued an aggregate of 72,000,000 Consideration shares and 6,723,940 consideration warrants to the Founder PAI Shareholders.

3) On 30 December 2024 Pri0rity Ai Limited successfully completed the Reverse Take-Over of Pri0rity Intelligence Group. As part of the transaction the existing warrants of PR1 was recognised through the Reverse-Take Over Reserve.

4)On 20 December 2024, the Company executed a warrant instrument pursuant to which the Company issued the Consideration Warrants to subscribe for up to 6,723,940 Ordinary Shares. Each Consideration Warrant is exercisable over one Ordinary Share at a price per share of £0.03, and which vest two years from Admission (the "Vesting Date"). The Consideration Warrants are exercisable in whole or in part (save as otherwise stated below) for a period of five years from the Vesting Date.

5)  On 20 December 2024, the Company executed a warrant instrument pursuant to which the Company

authorised the issue of the Advisor Warrants to subscribe for up to 240,833 Ordinary Shares. Each

Warrant is exercisable over one Ordinary Share at a price per share equal to the Issue Price. The

Warrants are exercisable either in whole or in part for a period of three years from the date of Admission.

 

The fair value of the services received in return for the warrants granted are measured by reference to the fair value of the warrants granted. The estimate of the fair value of the warrants granted is measured based on the Black-Scholes valuation model. Measurement inputs and assumptions are shown below in note 22.

 

Parent

	2025			2024
	Weighted average exercise price	Number of warrants		Weighted average exercise price	Number of warrants
Opening balance	0.003	2,700,000		0.003	2,700,000
Consideration warrants	0.03	6,723,940		-	-
Advisor warrants	0.135	240,830		-	-
Outstanding at the end of the year	0.03	9,664,770		0.003	2,700,000
Exercisable at the end of the year	0.01	2,940,833		0.003	2,700,000

 

 

 

22.  SHARE-BASED PAYMENTS RESERVE

 

Under IFRS 2, an expense is recognised in the statement of comprehensive income for share based payments, to recognise their fair value at the date of grant. The application of IFRS 2 gave rise to a charge of £ 46,198 for the year ended 30 September 2025 (the  equivalent charges for the year ended 30 September 2024 was £30,000). The Group recognised total expenses (all of which related to equity settled share-based payment transactions) under the current plans of:

 

Group	2025 £	2024 £
As at 1 October	-	-
PLC warrants brought in 1	247,500	-
Charge in the period for fair value of directors' warrants	22,500	-
Consideration warrants	811,406	-
Adviser warrants issued	23,698	-
	1,105,104	-

 

1)   On 30 December 2024 Pri0rity AI Limited successfully completed the Reverse Take-Over of Pri0rity Intelligence Group. As part of the transaction the existing warrants of PR1 was recognised through the Reverse-Take Over Reserve.

 

 

Company	2025 £	2024 £
As at 1 October	247,500	217,500
Charge in the period for fair value of directors' warrants	22,500	30,000
Consideration warrants	811,406	-
Adviser warrants issued	23,698	-
	1,105,104	247,500

 

 

The estimated fair values of these share warrants, and the inputs used in the Black-Scholes model to calculate those fair values are as follows:

 

	Issue date	Number on issue	Time to expiry (years)	Share price at date of issue of warrants	Exercise price	Expected volatility	Risk free interest rate	Fair value per warrant (pence)
Director warrants 1	17/06/2022	900,000	5	£0.10	£0.003	402%	2.2%	£0.10
Consideration warrants	30/12/2024	6,723,940	7	£0.135	£0.135	92% 2	4.5%	£0.12
Primorous warrants1	17/06/2022	1,800,000	5	£0.10	£0.003	402%	2.2%	£0.10
BCL warrants	30/12/2024	240,830	5	£0.135	£0.135	92% 2	4.5%	£0.10

 

1-   As part of the re-admission process the existing warrants expiry time was extended for 5 years post re-admission to AIM (30 December 2029). The extension did not materially change the fair value of the warrants and as such no additional charge was recorded through the P&L.

2-   As the Group had limited operating history at the grant date ,volatility was calculated using a basket of comparable AIM listed entities.

 

As at 30 September 2025 the weighted average time until expiry is 4.25 years

 

23.     RISK MANAGEMENT

General objectives and policies

The overall objective of the Board is to set policies that seek to reduce as far as practical without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are:

Policy on financial risk management

The Group's principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payables. The Group's accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 1 - "Accounting Policies".

The Group does not use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value.

Derivatives, financial instruments and risk management

The Group does not use derivative instruments or other financial instruments to manage its exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices.

Foreign currency risk management

The Group's operations are primarily denominated in Pounds Sterling and its exposure to foreign currency risk is limited. Following the acquisition of Halfspace Limited, the Group has some exposure to foreign currency through international client contracts and supplier arrangements, principally in US Dollars and Euros. The Directors have assessed this exposure and consider it to be within a reasonable threshold such that it does not materially adversely affect the operations of the Group. Accordingly, the Group has not entered into any hedging arrangements or other strategies to mitigate foreign currency risk at this stage. In the current period, the impact of foreign currency movements is limited to the effect on relatively small balances of foreign currency held and on the translation of a limited number of transactions denominated in currencies other than Pounds Sterling.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties. The Group's exposure and the credit ratings of its counterparties are monitored by the board of directors to ensure that the aggregate value of transactions is spread amongst approved counterparties.

The Group applies IFRS 9 to measure expected credit losses for receivables, these are regularly monitored and assessed. Receivables are subject to an expected credit loss provision when it is probable that amounts outstanding are not recoverable as set out in the accounting policy. The impact of expected credit losses was immaterial.

The Group's principal financial assets are cash and cash equivalents, loan notes and trade and other receivables. Cash equivalents include amounts held on deposit with financial institutions.

The credit risk on liquid funds held in current accounts and available on demand is limited because the Group's counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

No financial assets have indicators of impairment.

The Group's maximum exposure to credit risk is limited to the carrying amount of financial assets recorded in the financial statements.

Borrowings and interest rate risk

The Group has minimal borrowings. The Group's principal financial assets are cash and cash equivalents and trade and other receivables. Cash equivalents include amounts held on deposit with financial institutions. The effect of variable interest rates is not significant.

Price risk

The Group is exposed to cryptocurrency price risk through its holding of Bitcoin, which is measured at fair value and had a carrying value of £38,827 at the reporting date. In accordance with IFRS 13, this holding is classified as Level 1 within the fair value hierarchy, as its fair value is determined by reference to the quoted price for the identical asset in an active market at the reporting date; there were no transfers between levels of the hierarchy during the year. Bitcoin is a highly volatile asset, with its market price subject to significant fluctuations driven by market sentiment, regulatory developments, and macroeconomic factors. As a result, the Group is exposed to the risk that adverse movements in the Bitcoin price could impact the value of its holdings and, consequently, its financial position and results. The Group does not currently undertake any hedging activities to mitigate this exposure and therefore bears full market risk on its cryptocurrency holdings. Management monitors the price of Bitcoin on an ongoing basis and considers the level of exposure in the context of the Group's overall liquidity and risk profile.

Liquidity risk

During the year ended 30 September 2025 and year ended 30 September 2024, the Group was financed by cash raised through equity funding. Funds raised surplus to immediate requirements are held as short-term cash deposits in Sterling.

The maturities of the cash deposits are selected to maximise the investment return whilst ensuring that funds will be available as required to maintain the Group's operations.

In managing liquidity risk, the main objective of the Group is to ensure that it has the ability to pay all of its liabilities as they fall due. The Group monitors its levels of working capital to ensure that it can meet its liabilities as they fall due.

The table below shows the undiscounted cashflows on the Group's financial liabilities on the basis of their earliest possible contractual maturity.

 

	Total	Within 2 months	Within 2-6 months	Within 6-12 months	Within 1- 2 years	Greater than 2 years
	£	£	£	£	£	£
At 30 September 2024
Trade payables	184,846	184,846	-	-	-	-
Other payable and accruals	50,000	-	-	-	50,000	-
	234,846	184,846	-	-	50,000	-

 

For the Company:

	Total	Within 2 months	Within 2-6 months	Within 6-12 months	Within 1- 2 years	Greater than 2 years
	£	£	£	£	£	£
At 30 September 2025
Trade payables	60,134	60,134	-	-	-	-
Other payable and accruals	29,974	29,974	-	-	-	-
Contingent consideration	846,154	-	-	846,154	-	-
	936,262	90,108	-	846,154	-	-

 

 

	Total	Within 2 months	Within 2-6 months	Within 6-12 months	Within 1- 2 years	Greater than 2 years
	£	£	£	£	£	£
At 30 September 2024
Trade payables	68,842	68,842	-	-	-	-
	68,842	68,842	-	-	-	-

 

Capital management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Group is to minimise costs and liquidity risk.

The capital structure of the Group consists of equity attributable to equity holders of the Group, comprising issued share capital, reserves and retained earnings as disclosed in the consolidated statement of changes of equity.

The Group is exposed to a number of risks through its normal operations, the most significant of which are interest, credit, foreign exchange, commodity and liquidity risks. The management of these risks is vested to the board of directors.

 

24.        FINANCIAL ASSETS AND FINANCIAL LIABILITIES

For the Group:

2025		Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities		£	£	£
Cash and cash equivalents		796,360	-	796,360
Other current assets		67,705	-	67,705
Trade and other payables		-	(450,540)	(450,540)
Deferred consideration		-	(846,154)	(846,154)
Borrowings		-	(33,392)	(33,392)
		864,065	(1,330,086)	(466,021)

 

2024		Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities		£	£	£
Cash and cash equivalents		257,012	-	257,012
Other current assets		307,461	-	307,461
Trade and other payables		-	(234,846)	(234,846)
		564,473	( 234,846)	329,627

 

For the Company:

2025		Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities		£	£	£
Cash and cash equivalents		580,217	-	580,217
Other current assets		52,219	-	52,219
Trade and other payables		-	(90,109)	(90,109)
Deferred consideration		-	(846,154)	(846,154)
		632,436	(936,263)	(303,827)

 

2024		Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities		£	£	£
Cash and cash equivalents		579,250	-	579,250
Trade and other payables		-	(68,842)	(68,842)
		579,250	(68,842)	510,408

 

 

25.        RELATED PARTY TRANSACTIONS

Key Management Personnel

Key management personnel (KMP) are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. The following individuals were identified as KMP during the year:

 

Name	Role
Rory Maxwell	Chief Executive Officer
Daniel Maling	Chief Financial Officer
Philip Adler	Non-Executive Director
Marcus Yeoman	Non-Executive Director
Daniel Gee	Chief Technology Officer, Pri0r1ty AI Limited
James Sheehan	Chief Executive Officer (Resigned 30 September 2025
Matthew Beardmore	Chairman (Resigned 25 March 2025)
Karen Hollis	Non-Executive Director (Resigned 20 June 2025)

 

Daniel Gee is a co-founder and director of Pri0r1ty AI Limited, one of the Group's principal operating subsidiaries. As Chief Technology Officer he has authority and responsibility for directing the Group's core product development activities. He is accordingly treated as KMP for the purposes of IAS 24 disclosures, notwithstanding that he does not hold a board position at Pri0r1ty Intelligence Group PLC.

 

 

KMP Remuneration

The aggregate remuneration of KMP, all of which represents short-term employee benefits, is set out below. Directors' remuneration is also disclosed in the Directors' Report at page 14.

 

Name		2025	2024
		£	£
Executive Directors
James Sheehan		60,000	-
Rory Maxwell		15,000	-
Daniel Maling		45,000	-
Non-Executive Directors
Philip Adler		13,500	-
Marcus Yeoman		15,000	-
Matthew Beardmore		6,000	-
Karen Hollis		10,500	-
Other Key Management Personnel
Daniel Gee		60,000	-

In the prior year Matthew Beardmore was granted warrants over ordinary shares in the Company. During the year ended 30 September 2025, an IFRS 2 share-based payment charge of £11,250 (2024: £15,000) was recognised in respect of the vesting of these warrants. No cash consideration was paid or payable in respect of this charge. No other charges were attributable to the other KMPs.

 

Consultancy fees

During the year, the Group incurred charges in respect of consultancy services provided by Daniel Gee outside his normal service contract. In the 2025 financial year the Group incurred £55,920 (2024: £nil) of costs.

 

There have been no further related party transactions during the year.

 

26.     CONTINGENT ASSETS & LIABILITIES

Other than those listed above there were no further contingent liabilities at 30 September 2025.

27.  ULTIMATE CONTROLLING PARTY

The Directors consider that there is no controlling or ultimate controlling party of the Company.

28.     EVENTS SUBSEQUENT TO YEAR END

There have been no disclosable events subsequent to year end.

 

General Information

The financial information set out above for the year ended 30 September 2025 and period ended 30 September 2024 does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006 but is derived from those accounts.  A copy of the statutory accounts for 2024 has been delivered to the Registrar of Companies and those for 2025 will be delivered to the Registrar of Companies following approval by shareholders at the Annual General Meeting. The audit report for 2025 is unqualified but included the following emphasis of matter:

"Material Uncertainty Relating to Going Concern

We draw attention to note 1.1 in the financial statements, which indicates that while the group will require additional funding in quarter two 2026 in order to meet its obligations as they fall due. Management is in active discussions to secure funding, and whilst they are confident that sufficient funding will be secured, there is no guarantee that the funding event will happen within the required timeframe.

As stated in note 1.1, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group's and parent company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included:

●     Reviewing the cash flow forecasts prepared by management for the period up to 12 months from the date of the sign off of the financial statements, for reasonableness by agreeing the forecasts to corroborating evidence and challenging management in relation to the key inputs and assumptions used in the forecasts;

●     Reviewing the stress test scenarios prepared by management and assessing for reasonableness; 

●     Comparing actual results for the period to historical forecasts to assess management's ability to produce accurate and reliable forecasts;

●     Comparing forecast results to the latest actual results;

●     Reviewing the actual cash position and comparing it to the forecast;

●     Obtaining and reviewing the draft agreement and correspondence with the potential lenders to provide funds to the group

●     Reviewing post year end Regulatory News Service (RNS) announcements and board minutes; and

●     Assessing the adequacy of going concern disclosures within the annual report and financial statements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.