REG - Sundae Bar PLC - Final Results for the Year Ended 30 September 2025
Thu 07:00
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RNS Number : 1925Y Sundae Bar PLC 26 March 2026
For immediate release
26 March 2026
Sundae Bar Plc
("sundae_bar" or the "Company")
Final Results for the Year Ended 30 September 2025
Sundae Bar Plc (AIM: SBAR), the enterprise platform deploying AI agents for business, announces its audited results for the year ended 30 September 2025 (the "2025 Accounts").
Financial Highlights:
- £2 million raised in conjunction with the Company's admission to AIM on 3 June 2025 supporting growth and delivery of strategic goals
- Total assets: c. £1.65 million including £659k in cash and cash equivalents
- Operating loss: c. £1.2 million
The acquired goodwill is always subject to an annual impairment review under applicable accounting standards. The goodwill recognised on the acquisition of Ora Technology Plc ("Ora") represented the difference between the price paid - satisfied entirely by the issuance of shares rather than cash - and the fair value of the net assets acquired. Given the early stage of the sundae_bar platform's commercial development, the Board considered it prudent to write down its goodwill from c. £25m to nil and this is reflected in the profit before taxation. The Board nevertheless remains positive about Ora's technology and its future potential; the infrastructure acquired has been fully integrated into the sundae_bar platform.
Before the impairment and the acquisition costs, the operating loss was c. £1.2 million.
In particular, it should be noted that in respect of the impairment:
- No cash has been lost as a result of this adjustment
- The Group's cash position remains unaffected
- Operations, technology and intellectual property are unaffected
- The business continues to execute its strategy as planned
Strategic Focus and Path to Value Creation
The Company remains focused on converting infrastructure and development model into measurable commercial traction concentrating on:
- Further enhancing platform functionality and deployment capability
- Expanding developer participation within Subnet 121
- Securing enterprise partnerships for workflow automation; and
- Increasing transaction activity and recurring revenue visibility across the platform.
Jonathan Bixby, Non-Executive Chairman, commented:
"We view this adjustment as a prudent reset of the balance sheet. It establishes a conservative foundation from which future progress can be measured transparently against demonstrable commercial milestones. We are focused on execution and remain confident in the long-term opportunity."
The full version of the 2025 Accounts will shortly be available on the
Company's website at https://corporate.sundaebar.ai/documents-and-circulars
(https://corporate.sundaebar.ai/documents-and-circulars) with extracts set out
below.
The audited financial information contained in this announcement does not constitute the Company's full financial statements for the year ended 30 September 2025, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2025 financial statements was unqualified and did not contain any statement under section 498(2) or (3) of the Companies Act 2006 but did contain a 'material uncertainty' paragraph relating to going concern. The full audited financial statements for the year ended 30 September 2025 will be delivered to the Registrar of Companies and filed at Companies House.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
For further information, please visit https://corporate.sundaebar.ai/
(https://corporate.sundaebar.ai/) or contact:
Sundae Bar Plc Jill Kenney +44 (0) 20 3004 9512
Beaumont Cornish Limited Roland Cornish & Asia Szusciak +44 (0) 20 7628 3369
(Nominated Adviser)
Clear Capital Markets Limited Bob Roberts +44 (0) 20 3869 6080
(Broker)
Yellow Jersey PR Limited Charles Goodwin & Annabelle Wills +44 (0) 20 3004 9512
(Financial PR)
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
About sundae_bar
Following its successful AIM admission in June 2025, sundae_bar is building
the go-to commercial platform for AI agents in business.
The Company is developing a continuously improving generalist AI agent and
operates a live enterprise marketplace where businesses can access specialised
AI agents designed to perform operational work.
At the centre of the ecosystem is a continuously improving generalist AI
agent, designed and benchmarked through Subnet 121 (SN121), the Company's
decentralised evaluation environment on the Bittensor network. Global
developers compete to enhance the agent against structured, real-world
challenges, with validated improvements incorporated into a single production
model.
Alongside this, the sundae_bar marketplace provides businesses with access to
a growing catalogue of specialised AI agents across key operational functions,
enabling businesses to discover, deploy and manage AI agents through a single
integrated environment.
EXTRACTS FROM THE 2025 ACCOUNTS
Chairman's Report
for the Year Ended 30(th) September 2025
Chairman's Report
The year under review has been one of strategic transformation for the Group.
We completed the acquisition of Ora Technology Plc ("Ora"), securing
proprietary software and intellectual property that now form part of the core
architecture of the sundae_bar platform. The Company, as an enlarged entity,
was successfully admitted to trading on AIM on 3 June 2025. We have
positioned the sundae_bar platform to deploy AI agents into real business
workflows at scale, supported by the infrastructure, marketplace and
performance-based evaluation framework required to make enterprise AI
deployment reliable, measurable and commercially viable. At the same time, we
have maintained a prudent and disciplined approach to financial reporting and
capital allocation.
In conjunction with admission, £2,000,000 was raised through a placing of
25,000,000 ordinary shares, strengthening the Company's financial position and
supporting its future growth plans.
Platform and Infrastructure Development
During the year, we executed a series of strategic initiatives to establish
the foundations required for enterprise AI agent deployment.
In April 2025 we completed the acquisition of Ora Technology Plc, securing
proprietary software and intellectual property that now form part of the core
architecture of the sundae_bar platform.
In June 2025, we also strengthened our technical position through the
acquisition of Subnet 121, within the Bittensor network. Ownership of Subnet
121 is run as a decentralised competition where we define enterprise
challenges and developers compete to improve our generalist AI agent.
Improvements are benchmarked against objective evaluation criteria and
incorporated into a single, continuously evolving production agent, which will
be made commercially available through the sundae_bar platform once it is
production-ready.
Our business model is centred on the sundae_bar platform as the single
commercial entry point through which businesses access and monetise AI agents.
Whether through our live marketplace of specialist agents or, in due course,
our generalist AI agent, the platform enables customer acquisition,
transaction processing and recurring revenue generation within one unified
infrastructure.
Our strategy is built on:
· Platform development - scaling the infrastructure and deployment
capabilities required to commercialise enterprise-grade AI automation; and
· Sales and market expansion - accelerating enterprise adoption and
strategic partnerships to generate sustainable, recurring revenues.
We believe this model positions sundae_bar to participate credibly in the next
phase of enterprise AI adoption, with a platform designed to align developer
performance, commercial deployment and long-term value creation.
Balance Sheet Reset
As disclosed in the financial statements, the Board has recognised a goodwill
impairment of £25,079,236 arising from the acquisition of Ora. The
goodwill recognised on acquisition represented the excess of the purchase
consideration over the fair value of the identifiable net assets acquired and
reflected expectations regarding the future growth and commercial potential of
the sundae_bar platform.
At the reporting date, the platform remains in its early stages of commercial
development. However, technological capability continues to be developed.
Revenue generation, user adoption and transaction volumes remain on target for
the aim to be revenue generating within 12 months from Admission. It should be
noted these financial statements do not cover the full 12 month period from
Admission and the revenue generation target remains to be the plan.
In accordance with applicable accounting standards, goodwill must be reviewed
where the recoverable value of the business may no longer support its carrying
value. Given the early stage of the platform's commercial development and the
limited revenue visibility currently available, the Board concluded that it
was appropriate to recognise an impairment against goodwill.
This adjustment reflects a prudent and disciplined application of accounting
standards at this stage of the platform's development. Importantly, it does
not reflect any change in our confidence in the underlying technology or the
long-term strategic opportunity.
The impairment is non-cash in nature and does not affect:
· The Group's operational capabilities
· Ownership of the intellectual property and Subnet 121 governance
rights
· The Group's liquidity position; or
· Our ability to execute our strategic plan.
We view this adjustment as a prudent reset of the balance sheet. It
establishes a conservative foundation from which future progress can be
measured transparently against demonstrable commercial milestones.
Strategic Focus and Path to Value Creation
The coming year will remain focused on converting our infrastructure and
development model into measurable commercial traction. Our priorities include:
· Further enhancing platform functionality and deployment
capability
· Expanding developer participation within Subnet 121
· Securing enterprise partnerships for workflow automation; and
· Increasing transaction activity and recurring revenue visibility
across the platform.
Our pathway to value creation is driven by disciplined execution. As developer
participation strengthens agent capability and enterprise adoption increases
transaction volume, we expect the platform's economic model to scale through
recurring revenue generation. While early-stage technology businesses may
experience accounting variability during their growth phase, the Board remains
confident in the long-term opportunity presented by enterprise AI automation.
Sales and Partnership Strategy
The Group's immediate commercial focus remains on activating revenue across
the marketplace and enterprise channels during the current financial year.
This remains in line with the strategy outlined in the Admission Document with
particular respect to commencing revenue generation towards the end of the
first anniversary of admission.
In December 2025, the Group made significant progress in the development of
its Generalist Commercial AI Agent, designed as a scalable digital worker
capable of executing enterprise workflows across multiple systems. Development
is being conducted through Subnet-121 on the Bittensor network, where global
developers compete to improve the agent against structured benchmarks. The
Board believes this decentralised development model offers a capital-efficient
approach to building proprietary AI capability while accelerating iteration
and performance improvements.
Live development of the Generalist Commercial AI Agent commenced in January
2026. the strongest-performing version of the agent is expected to be deployed
through the sundae_bar platform, enabling businesses to integrate AI-driven
workflow automation through subscription and usage-based pricing. The Board
believes the development of a single generalist agent architecture positions
the Group to participate in the rapidly emerging enterprise AI agent market as
adoption of automation technologies continues to expand.
In addition, in February 2026, the Company announced launch of the OpenClaw
Deployment Service for Enterprise. This service has been deployed to address
a clear operational gap within enterprise adoption of autonomous agent
frameworks, where organisations increasingly require structured workflow
identification, secure production deployment standards, measurable
benchmarking, cost controls and ongoing support.
Through this offering, the Company intends to monetise its expertise in the
design, secure deployment and optimisation of OpenClaw-based AI agents,
providing enterprises with the infrastructure and governance required to
deploy agent-based systems into live environments.
Marketplace Revenue
Marketplace revenue is being driven through direct outreach to businesses
seeking workflow automation, supported by targeted digital acquisition in
sectors with high administrative workload. Payment infrastructure is
operational, and the Company is focused on converting early users into paying,
usage-based customers.
The Company is also developing partnerships within the AI developer ecosystem
to expand the number and quality of agents available, strengthening the
marketplace and supporting scalable revenue growth.
Enterprise Contracts
Enterprise contracts are being advanced with mid-sized and larger
organisations, focused on identifying automation-ready workflows and
delivering phased deployments with defined performance benchmarks and cost
visibility.
Operational insight from these engagements is informing development of the
Company's generalist AI agent within Subnet 121. Subject to achieving defined
performance benchmarks, the Board intends to initiate commercial deployments
of the generalist agent during the current financial year.
The Board's objective for the year is to secure contracted enterprise
revenues, establish repeatable marketplace usage growth, and progress the
generalist agent toward commercial revenue generation.
Governance and Discipline
Throughout this period of development, we remain committed to disciplined
capital allocation, transparent reporting and strong governance. The
impairment recognised this year demonstrates our willingness to take prudent
decisions in the interests of long-term shareholder value.
Our strategy remains unchanged. Our conviction in the opportunity remains
strong. What has changed is that we now move forward with a conservative
accounting base and a sharpened focus on execution.
Going Concern
As disclosed in the financial statements, the Directors have carefully
considered the Group's cash flow forecasts and funding requirements in
assessing the appropriateness of the going concern basis of preparation. While
the sundae_bar platform remains in the early stages of commercial development
and has not yet commenced revenue generation from marketplace activities, the
Group currently receives Alpha emissions associated with its Subnet 121
ownership, and is recognised as £81,512 for the period from Subnet 121
acquisition to the year ended 30 September 2025, and £514,756 for the 5
months since the year end to 28 February 2026. The Group continues to actively
manage its cost base in line with available resources.
The Group's projections indicate that additional funding may be required to
support ongoing platform development and execution of the strategic plan. The
Board has a track record of accessing capital markets and believes that
further funds could be raised if and when required to support the next phase
of growth.
Accordingly, although these circumstances give rise to a material uncertainty
that may cast significant doubt on the Group's ability to continue as a going
concern, the Directors have a reasonable expectation that the Group will be
able to secure the necessary resources to continue in operational existence
for the foreseeable future. The financial statements have therefore been
prepared on a going concern basis.
The Board remains focused on prudent cash management, phased investment and
capital flexibility as we progress towards commercial scale.
On behalf of the Board, I would like to thank our shareholders for their
continued support as we progress from infrastructure development toward
measurable commercial traction in enterprise AI automation.
The Board remains confident that the foundations established this year
position the Group to convert technical capability into sustainable, long-term
shareholder value.
J Bixby - Chairman
Date: 25 March 2026
Strategic Report
for the Year Ended 30(th) September 2025
The Directors present their strategic report for the year ended 30th September
2025.
STRATEGY
Sundae Bar PLC (formerly Kondor AI PLC) (the Group) is building a commercial
platform for the deployment of AI agents into real business workflows. The
Group's objective is to enable the deployment, coordination and monetisation
of intelligent automated solutions within a governed, performance-aligned
ecosystem.
• Platform development - building scalable AI agent infrastructure and
evaluation systems to support secure deployment, measurable performance and
commercial usage; and
• Market development - expanding the developer ecosystem and enterprise
relationships to drive marketplace adoption and recurring revenue.
In April 2025, the Group strengthened its technological foundation through the
acquisition of Ora Technology PLC. The software and related intellectual
property acquired form part of the sundae_bar platform architecture. This
infrastructure underpins the continued development of the marketplace and
supports planned scalability.
A key strategic milestone during the year (June 2025) was the acquisition of
Subnet 121 within the Bittensor network. Ownership provides the Group with
governance over a decentralised, performance-based evaluation environment used
to benchmark and enhance its generalist AI agent. Through open,
incentive-driven competition among independent developers, based on measurable
outputs, this structure is designed to accelerate product improvement,
strengthen agent performance and support capital-efficient innovation. The
Board believes this capability enhances product quality and reinforces the
integrity and scalability of the Group's commercial AI agent platform.
Looking ahead, the Group's strategic focus is on progressing from
infrastructure build-out toward measurable commercial engagement.
PRINCIPAL ACTIVITY
The principal activity of the Group during the year was the development and commercial deployment of enterprise-grade AI agents, with a primary focus on activating the sundae_bar marketplace as a commercial platform for AI agent deployment in business environments.
The Group operates a live enterprise marketplace through which businesses can discover, deploy and manage specialised AI agents across a range of operational functions. This marketplace underpins the Group's initial revenue strategy through usage-based commercial models.
In parallel, the Group is developing a continuously improving generalist AI agent, benchmarked and enhanced through Subnet 121 on the Bittensor network, where global developers compete to improve performance against structured, real-world challenges.
The Group's focus remains the deployment of AI agents into real business workflows.
REVIEW OF BUSINESS
The Group is at an early stage of operation and was admitted to the AIM Market
on 3(rd) June 2025. The Company was previously listed on the Access segment of
the Aquis Stock Exchange Growth Market (since 21(st) December 2023) before
moving to AIM.
The results show Net Assets of £1,529,355 (year ended 30 September 2024 - Net
Assets of £841,442), of which £658,878 (year ended 30 September 2024 -
£610,642) was in the form of cash & cash equivalents.
On 16 April 2025, the Company acquired Ora Technology PLC (Ora). The Company
acquired the entire issued and to be issued share capital of Ora way of a
share for share exchange, issuing 206,680,039 consideration shares to the Ora
shareholders. The Company chose ORA to merge with for the following reasons:
· Ora had an existing and ready to deploy infrastructure to support
secure transactions, compliance, and AI Agent management
· Ora's platform was developed by the same technology studio, Crowdform,
that built the Company's AI application, and
· Both companies had a number of shareholders in common
Shortly after acquisition, the trade and assets of Ora were transferred to the
Company in order to streamline operations. Ora is no longer a trading entity
and has been wound up post year end.
As disclosed in the financial statements, following an impairment assessment
at the reporting date, the goodwill recognised on acquisition has been
impaired to £nil. The impairment of £25,079,236 reflects the early stage
of commercial development and the sundae_bar platform and the absence of
marketplace revenues at this point in its lifecycle.
The adjustment is non-cash in nature and does not affect the Group's
operational capability, ownership of intellectual property, or ongoing
development activities. The Board considers the impairment to represent a
prudent and conservative balance sheet position at this stage of the
platform's development.
Operational progress continued during and after the year. Payment
functionality went live on the Group's marketplace platform in October 2025,
representing a significant operational milestone by enabling transactional
activity within the AI agent ecosystem. The Group also confirmed further
engagement with the Bittensor network to support the training and validation
of AI agents through decentralised competition mechanisms.
Emissions generated from Subnet 121 operations contributed to supporting
development activity during the period. With payment infrastructure now
operational and additional capital secured post year end, the Group is focused
on progressing from infrastructure build-out to measurable transaction
activity, ecosystem expansion and commercial engagement.
The Board believes these developments represent important steps toward
demonstrating the platform's economic potential and advancing the business
toward commercial scale.
PRINCIPAL RISKS AND UNCERTAINTIES
The Directors have a responsibility to identify risks facing the business and
put in place procedures to mitigate and monitor risks. Board meetings
incorporate a review of monthly management accounts, operational and
financial KPIs and discussion of future developments.
Key Performance Indicators
The Directors monitor a focused set of key performance indicators ("KPIs")
appropriate to the Group's current stage of development.
Cash flow and liquidity
During this early phase of platform development, cash management remains the
primary financial KPI.
Cash and cash equivalents at 30 September 2025 were £658,878 (2024:
£610,642). Net cash increase during the year was £48,236 (2024: £610,642),
reflecting disciplined cost management and careful capital allocation.
The Board monitors net cash outflows, working capital requirements and
forecast liquidity on a regular basis. Detailed cash flow projections are
prepared and reviewed to assess funding requirements and support capital
allocation decisions.
Subnet Emissions
Emissions generated from Subnet 121 operations during the year were £81,512
(2024: £nil). This reflects the Group's economic participation within the
decentralised AI network and supports ongoing development activities.
The Group also monitors subnet ranking and network contribution metrics to
optimise performance within the ecosystem.
Future Operational KPIs
As the sundae_bar platform progresses toward sustained commercial activity,
the Board intends to expand its KPI framework to include operational and
marketplace metrics, including:
· Enterprise adoption metrics - including number of active
enterprise customers, workflow deployments and contracted users, reflecting
commercial uptake.
· Revenue metrics - including Monthly Recurring Revenue (MRR),
contracted recurring revenue streams and transaction activity, providing
visibility over platform utilisation and sustainability.
· Customer retention metrics - including retention and churn rates,
indicating long-term engagement and platform durability.
· Generalist agent performance metrics - measured through benchmark
results and evaluation outcomes within Subnet 121, demonstrating capability
improvement over time.
· Developer participation metrics within Subnet 121 - assessing
depth of contribution and competitive activity across the agent ecosystem.
These KPIs will be formally reported once the platform reaches a level of
commercial activity where such measures provide meaningful insight into
performance.
Revenue Generation & Commercialisation
Risk
As an early-stage business, the Group has limited operating history and remains loss-making. Revenue growth may be slower than anticipated and may not be sufficient to achieve profitability. Revenues are dependent on platform adoption, developer activity and pricing effectiveness.
Mitigation
The Board monitors monthly KPIs including user growth, conversion and retention. Pricing is subject to ongoing review and refinement. Costs are actively managed in line with revenue trajectory, with focus on recurring and enterprise revenue streams.
Market Adoption & Competition
Risk
The AI agent sector is rapidly evolving. Slower-than-expected adoption or increased competition from new or established providers could limit growth and pricing power.
Mitigation
The Group focuses on product differentiation, targeted sector engagement and strategic partnerships. Competitive activity and market positioning are reviewed regularly at Board level.
Technology, Scalability & Cybersecurity
Risk
The business is dependent on the reliability, security and scalability of its platform. System failure, performance limitations or cyber incidents could disrupt operations and damage reputation.
Mitigation
The Group maintains business continuity procedures and applies cybersecurity controls including monitoring and periodic testing.
Regulatory & Digital Asset Exposure
Risk
AI and digital asset regulation continues to evolve. Changes in applicable laws or guidance may increase compliance costs or restrict certain activities. Cryptocurrency holdings are subject to market volatility.
Mitigation
The Group monitors regulatory developments with external legal support and maintains flexibility in platform design. Treasury exposure to digital assets is actively managed.
Liquidity & Funding
Risk
The Group is currently operating at a loss without material revenue streams and is dependent on available cash resources and potential future funding to support growth.
Mitigation
The Board reviews rolling cash flow forecasts and expenditure levels regularly, maintaining cost discipline and ongoing engagement with investors and funding partners.
The Directors of the Group define the risk management policy. The objective
of this policy is to identify and analyse the risks facing the Group, to
manage the risks and to ensure compliance within defined acceptable limits.
The risk management policy and systems are regularly reviewed to take into
account changes in market conditions and activities of the Group.
SECTION 172(1) STATEMENT
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of Its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172(1) are for the Directors to:
- Consider the likely consequences of any decision in the long
term
- Act fairly between the members of the Company
- Maintain a reputation for high standards of business conduct
- Consider the interests of the Company's employees
- Foster the Company's relationships with suppliers, customers and
others
- Consider the impact of the Company's operations on the community and
the environment
The following summarises how the Directors fulfil their duties:
To ensure that the Board take account of the likely consequences of their
decisions in the long term, they receive regular and timely information on all
the key areas of the business including financial performance, operational
matters, health and safety, environmental reports, risks and opportunities.
The Company's performance and progress is also reviewed regularly at Board
meetings.
The Directors' intentions are to behave responsibly towards all stakeholders
and treat them fairly and equally, so that they all benefit from the
long-term success of the Company.
Stakeholders of the Company include employees (Directors), shareholders,
customers, suppliers, creditors of the business and the community in which it
operates.
The Directors recognise that the Company's success is closely tied to the
long-term partnerships it builds with suppliers and customers. They work to
collaborate with partners who share the Company's vision for ethical AI
development, while ensuring that customer needs are listened to and met. The
Directors prioritize offering robust support to help customers fully leverage
the potential of the Company's technology.
The Directors believe in upholding high standards of transparency, ethical
conduct, and compliance with legal requirements. They have implemented robust
governance practices to ensure the Company's AI development adheres to the
highest standards of fairness, accountability, and transparency, which is
essential for maintaining stakeholder trust and confidence.
As responsible corporate citizens, the Directors are committed to minimising
the environmental footprint of the Company's operations. They actively seek
ways to reduce energy consumption and waste in both the research and
development processes and in the broader deployment of products.
In all these areas, the Directors aim to make decisions that align with the
long-term success of the Company, while carefully weighing the interests of
its diverse stakeholder groups. Their ongoing commitment is to drive
innovation, achieve financial growth, and create a positive societal impact
through the development of AI technology, investment in cryptocurrency and the
growth of the Subnet and TAO ecosystem which is now a key part of the
business.
FUTURE DEVELOPMENTS
The Company continues to focus on expanding the capabilities of its AI agent platform and developing commercial applications that enable enterprises to automate complex workflows. Following the successful completion of a £1.0 million equity placing and retail offer in October 2025, the Company has strengthened its financial position to support continued investment in platform development, product innovation and commercialisation initiatives.
A key priority is the ongoing development of the Company's marketplace platform, including the introduction of integrated payment functionality to enable transactional activity within its AI agent ecosystem. This capability is intended to support the commercial deployment and monetisation of AI-driven services delivered through the platform.
The Company is also advancing the development of its Generalist Commercial AI Agent, designed as a scalable digital worker capable of executing enterprise workflows across multiple systems. Development is being supported through participation in the Bittensor network, where decentralised competition mechanisms enable global developers to contribute to improving the performance of AI agents against structured benchmarks. Subject to successful performance validation, the Company intends to deploy the most effective version of the agent through the sundae_bar platform, allowing businesses to integrate AI-driven workflow automation through subscription and usage-based pricing models.
In addition, the Company is developing enterprise services around the deployment of autonomous agent frameworks. The OpenClaw Deployment Service for Enterprise is intended to support organisations adopting agent-based technologies by providing capabilities such as workflow identification, secure production deployment, benchmarking, cost management and ongoing operational support. Through this offering, the Company aims to monetise its technical expertise while helping enterprises implement and govern AI-driven systems in live operational environments.
Overall, the Board believes these initiatives position the Company to expand its platform ecosystem, accelerate commercial adoption of AI agents and create new recurring revenue opportunities in the emerging autonomous software market.
ON BEHALF OF THE BOARD:
Jill Kenney - Chief Executive Officer
Date: 25 March 2026
Independent Auditor Report to the Shareholders of Sundae Bar PLC (formerly
Kondor AI PLC)
for the Year Ended 30 September 2025
Opinion
We have audited the financial statements of Sundae Bar PLC (formerly Kondor AI
PLC) (the 'Parent Company') and its subsidiary (the "Group"), for the year
ended 30 September 2025 which comprise the consolidated statement of
comprehensive income, the consolidated and company statements of financial
position, the consolidated and company statements of changes in equity, the
consolidated and company statement of cashflows and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion:
· the financial statements of Sundae Bar PLC (formerly Kondor AI
PLC) give a true and fair view of the state of the Group's and of the Parent
Company's affairs as at 30 September 2025 and of the Group's loss for the year
then ended and of the Group's cashflows position as at 30 September 2025;
· the Group and Parent Company financial statements have been
properly prepared in accordance with UK adopted international accounting
standards; and
· the Group and Parent Company financial statements have been
prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial Reporting
Council's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. We also addressed
the risk of management override of internal controls, including evaluating
whether there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work
to be able to give an opinion on the financial statements as a whole, taking
into account the structure of the Group and the Parent Company, the accounting
processes and controls, and the industry in which they operate.
Our scoping considerations for the Group audit were based both on financial
information and risk. In total we have identified 2 distinct components within
the group financial statements.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion. Based on our professional judgement, we determined
materiality and performance materiality for the financial statements of the
Group and of the Parent Company as follows:
Group financial statements Parent company financial statements
Materiality £40,300 (2024: N/A) £40,300 (2024: £17,000)
Basis for determining materiality 3% of Net assets 3% of Net assets
Rationale for benchmark applied The rationale for using net assets as the benchmark for materiality The rationale for using net assets as the benchmark for materiality
calculation is due to the group's focus on asset utilisation to generate calculation is due to the company's focus on asset utilisation to generate
future revenues, given its early-stage status and significant upfront future revenues, given its early-stage status and significant upfront
expenses. expenses.
Performance materiality £28,200 (2024: N/A) £24,000 (2024: £12,000)
Basis for determining performance materiality 70% of group materiality 70% of company materiality
Reporting threshold £2,000 (2024: N/A) £2,000 (2024: £900)
Basis for determining reporting threshold 5% of materiality 5% of materiality
We reported all audit differences found in excess of our reporting threshold
to the audit committee.
For each Group component within the scope of our Group audit, we determined
performance materiality that is less than our overall Group performance
materiality. The performance materiality determined for each Group company was
£24,000.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters, including going concern, were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. This is
not a complete list of all risks identified by our audit.
Valuation of intangible assets: £710,193 (2024: £249,698)
Significance and nature of key risk How our audit addressed the key risk
The valuation of intangible assets, as recognized under IAS 38, and the Our audit procedures included, but were not limited to, the following:
consideration of impairment of these assets under IAS 36 were significant to
our audit due to the inherent complexities and the level of judgment required
by management in determining their value.
Understanding Management's Assumptions and Models: We assessed the
methodologies and assumptions used by management to value the intangible
assets and identify impairment indicators, focusing on consistency with IAS 38
The valuation process involves assumptions related to future cash flows, and and IAS 36 requirements.
other key inputs, particularly for assets with indefinite useful lives.
Consideration of Intangible Asset Additions:
We reviewed all purchase invoices which formed the underlying cost of the
application, which at the time of the audit report is still under development.
These assumptions are highly sensitive to changes in market conditions and In addition, we ensured that the costs incurred were purely for development
economic factors. purposes and not on a research basis.
Moreover, the need to assess potential impairment indicators requires a Assessing Impairment Testing Compliance:
thorough understanding of both the external environment and internal
For intangible assets which are not yet fully developed, we reviewed
performance metrics, as well as the application of IAS 36's requirements for management's impairment testing process and their impairment assessment of the
estimating recoverable amounts when impairment indicators are identified. product. We also examined whether management had identified any impairment
indicators and assessed if those indicators were appropriately evaluated.
The future value of the product is hard to predict at this stage of
development and therefore we evaluated the potential of the product by
verifying the app's current performance. In addition, we compared the current
value of the group's balance sheet against the market capitalisation as per
AIM.
Evaluating Disclosures:
We assessed the adequacy of disclosures in the financial statements related to
intangible asset valuation and impairment testing, ensuring compliance with
IAS 38 and IAS 36.
Our findings, based on these procedures, concluded that management's valuation
and impairment assessment of intangible assets were reasonable and in line
with IAS 38 and IAS 36 requirements, and the disclosures provided were
appropriate and comprehensive.
Key observations communicated to the Audit Committee
We have no concerns over the material accuracy of intangible assets recognised
in the financial statements and this risk to be materially mitigated.
Material uncertainty relating to going concern
We draw attention to Note 2 in the financial statements, which indicates that
there is a significant threat to the going concern status of the Group.
Sundae Bar PLC (formerly Kondor AI PLC) is developing a decentralised AI agent
marketplace platform designed to connect artificial intelligence developers
with end users. In order to undertake this work, there will need to be
sufficient amounts of cash held in the business which, at the balance sheet
date, was £658,878 (2024: £610,642).
The business has incurred significant losses, totalling to £26,908,310 in the
year ended 30 September 2025 (2024: loss of £2,358,491). Given the
significant losses incurred this period and previous, the Group's accumulated
loss reserves at the balance sheet date are £29,308,818 (2024: accumulated
losses of £2,375,506). These losses are attributable to the ongoing AI agent
platform development which is yet to begin to generate revenues. The Group is
therefore not in a position to self-finance and will require additional
external funding which, at the date of this audit report, is not secured. As a
result of the significant threat to going concern, we have completed the
following audit work as part of our evaluation of going concern:
· Overheads and debt costs assumptions - we considered projected
overheads for the 2025/26 and 2026/27 periods to ensure that these were
reasonable after considering both the current and expected future profile of
the business moving forward.
· Credit / cash control management assumptions - we identified
within the forecasting the most significant cash / cryptocurrency inflows and
ensured that the valuation and timing of these inflows were reasonable.
· We performed sensitivity analysis to assess the level of working
capital headroom should key assumptions be less favourable than included in
management's model.
· We considered post year end performance data available, including
the Group's future commitments, to gain additional assurance over the
effectiveness of management's intention to remain as a going concern.
Based on the work we have performed we have gained sufficient assurance in
order to rely on management's forecasting in forming our assessment. We have
also gained assurance over the credibility of management's ambitions over the
next 12 months, which drives the sustainability of Sundae Bar PLC (formerly
Kondor AI PLC). We have further confirmed the adequacy of working capital
available in order to settle external liabilities as they fall due and where
this is not available, we have reviewed the directors' assessment that they
can raise the funding required through future share capital raises.
However, whilst we have evaluated future cash inflows as reasonable, there are
significant levels of uncertainty surrounding both their valuation and timing
and at the dates of the audit report future any funding has not been secured.
Should all or part of this funding not be received or the AI agent marketplace
development experience a lack of advancement, Sundae Bar PLC (formerly Kondor
AI PLC) could incur severely detrimental effects on the valuation of the
Group's development costs, which are £435,421 at the time of this audit
report. Therefore, the above uncertainties indicate that a significant threat
to the business exists which leads to our assessment that there is material
uncertainty that may cast significant doubt on the Group's and the Company's
ability to continue as a going concern. Our opinion is not modified in respect
of this matter.
Our consideration of climate change related risks
The financial impacts on the Group of climate change and the transition to a
low-carbon economy (climate change) were considered in our audit where they
have the potential to directly or indirectly impact key judgements and
estimates within the financial statements.
The Group continues to develop its assessment of the potential impacts of
climate change. Climate risks have the potential to materially impact the key
judgements and estimates within the financial report. Our audit considered
those risks that could be material to the key judgements and estimates in the
assessment of the carrying value of non-current assets and closure and
rehabilitation provisions.
The key judgements and estimates included in the financial statements
incorporate actions and strategies, to the extent they have been approved and
can be reliably estimated in accordance with the Group's accounting policies.
Other information
The other information comprises the information included in the Annual Report
other than the financial statements and our Auditor's report thereon. The
Directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Our opinion on the Remuneration report
Kreston Reeves Audit has audited the Remuneration report set out on pages 18
to 20 of the Annual Report for the financial year. The Directors of the
Company are responsible for the preparation and presentation of the
Remuneration report in accordance with the Companies Act 2006. Kreston Reeves
Audit's responsibility is to express an opinion on the Remuneration report,
based on our audit conducted in accordance with International Accounting
Standards. In Kreston Reeves Audit's opinion, the Remuneration report of the
Group for the period complies with the requirements of the Companies Act 2006.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit
Responsibilities of directors
As explained more fully in the directors' responsibilities statement (set out
on page 14), the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's and Parent
Company's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or parent
company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the Group and industry, and through discussion
with the directors and other management (as required by auditing standards),
we identified that the principal risks of non-compliance with laws and
regulations related to health and safety, anti-bribery and employment law. We
considered the extent to which non-compliance might have a material effect on
the financial statements. We also considered those laws and regulations that
have a direct impact on the preparation of the financial statements such as
the Companies Act 2006. We communicated identified laws and regulations
throughout our team and remained alert to any indications of non-compliance
throughout the audit. We evaluated management's incentives and opportunities
for fraudulent manipulation of the financial statements (including the risk of
override of controls), and determined that the principal risks were related to
posting inappropriate journal entries to increase revenue or reduce
expenditure, management bias in accounting estimates and judgemental areas of
the financial statements such as the valuation of intangible assets. Audit
procedures performed by the company engagement team included:
· Discussions with management and assessment of known or
suspected instances of non-compliance with laws and regulations (including
health and safety) and fraud, and review of the reports made by management;
and.
· Assessment of identified fraud risk factors; and
· Challenging assumptions and judgements made by
management in its significant accounting estimates; and
· Performing analytical procedures to identify any
unusual or unexpected relationships, including related party transactions,
that may indicate risks of material misstatement due to fraud; and
· Confirmation of related parties with management, and
review of transactions throughout the period to identify any previously
undisclosed transactions with related parties outside the normal course of
business; and
· Reading minutes of meetings of those charged with
governance, reviewing internal audit reports and reviewing correspondence with
relevant tax and regulatory authorities; and
· Reviewed the share warrant agreements in detail and
evaluated the methodology applied in determining their fair value, including
independently recalculating the key assumptions and inputs used in
management's valuation model to confirm accuracy and reasonableness; and
· Conducting a comprehensive review and recalculation of
the value of intangible assets, with due consideration given to the product's
projected development potential; and
· Verification of the crypto asset wallet to third party
sources to ensure the sufficient quantity and existence of crypto assets held
at the balance sheet date; and
· Review of the crypto asset valuations to external
exchange platforms, ensuring sufficient valuations of the crypto assets
throughout the financial period; and
· Review of significant and unusual transactions and
evaluation of the underlying financial rationale supporting the transactions;
and
· Identifying and testing journal entries, in particular
any manual entries made at the year-end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance.
As part of an audit in accordance with ISAs (UK), we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group's internal control.
· Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related disclosures made by the
directors.
· Conclude on the appropriateness of the directors' use of the
going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group's or the parent company's ability to
continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the
related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Group or the parent company to cease to
continue as a going concern.
· Evaluate the overall presentation, structure and content of
the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
· Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within the Group
to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the Group audit.
We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
We provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence and
communicate with them all relationships and other matters that may reasonably
be thought to bear our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Use of our Report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Anne Dwyer BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of
Kreston Reeves Audit LLP
Statutory Auditor
London
Date: 25 March 2026
Consolidated Statement of Comprehensive Income for the Year Ended 30(th)
September 2025
Audited Audited
Year Ended As restated Year Ended
30.9.25 30.9.24
(note 19)
CONTINUING OPERATIONS Notes £ £
Revenue - -
Other operating income 3 81,512 -
Other operating expenses 4 (924,652) (791,174)
Share based payments (358,003) (1,568,249)
OPERATING LOSS (1,201,143) (2,359,423)
Acquisition costs (685,912) -
Impairment of goodwill (25,079,236) -
Finance income 6 6 932
Finance costs (1,181) -
LOSS BEFORE INCOME TAX 7 (26,967,466) (2,358,491)
Income tax 8 34,154 -
LOSS FOR THE YEAR (26,933,312) (2,358,491)
Other comprehensive (loss)/gain
Fair value gain on revaluation of FA 28,002 -
OTHER COMPREHENSIVE INCOME 28,002 -
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (26,905,310) (2,358,491)
Earnings per share expressed
in pounds per share: 9
Basic (£0.10) (£0.02)
The Group has elected to take exemption under section 408 of the Companies Act
2006 not to present the parent company Statement of Comprehensive Income.
The loss of the parent company for the year was £26,933,312 (2024: loss of
£2,358,491).
The comparative figures relate to the Company only and are not consolidated,
as the subsidiary was acquired during the current financial year.
The notes form part of the financial statements
Statement of Financial Position
for the Year Ended 30(th) September 2025
Audited Audited Audited Audited
Consolidated As restated Consolidated Company As restated Company
30.09.2025 30.09.2024 30.09.2025 30.09.2024
(note 19) (note 19)
Notes £ £ £ £
ASSETS
NON-CURRENT ASSETS
Intangible assets including cryptocurrency 10 710,193 249,698 710,193 249,698
Investment in subsidiary 12 - - - -
710,193 249,698 710,193 249,698
CURRENT ASSETS
Trade and other receivables 13 276,123 30,406 276,123 30,406
Cash and cash equivalents 14 658,878 610,642 658,878 610,642
935,001 641,048 935,001 641,048
TOTAL ASSETS 1,645,194 890,746 1,645,194 890,746
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 15 412,590 180,050 412,590 180,050
Share premium 15 24,776,905 1,468,650 24,776,905 1,468,650
Share based payment 18 5,520,676 1,568,249 5,520,676 1,568,249
Revaluation surplus 16 28,002 - 28,002 -
Retained earnings (29,308,818) (2,375,506) (29,308,818) (2,375,506)
TOTAL EQUITY 1,429,355 841,442 1,429,355 841,442
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 17 215,839 49,304 215,839 49,304
TOTAL LIABILITIES 215,839 49,304 215,839 49,304
TOTAL EQUITY AND LIABILITIES 1,645,194 890,746 1,645,194 890,746
The comparative figures relate to the Company only and are not consolidated,
as the subsidiary was acquired during the current financial year.
The financial statements were approved by the Board of Directors and
authorised for issue on 25 March 2026 and
were signed on its behalf by:
B L W Sampson - Director
The notes form part of the financial statements
Consolidated Statement of Changes in Equity
for the Year Ended 30(th) September 2025
Called up share capital Share premium Share based payment reserve Revaluation surplus Retained earnings Total equity
£ £ £ £ £ £
Balance at 30th September 2024 (as restated - note 19) 180,050 1,468,650 1,568,249 - (2,375,506) 841,442
Changes in equity -
Issue of share capital 232,540 23,563,458 - - - 23,795,998
Listing costs - (255,203) - - - (255,203)
Total comprehensive loss - - - 28,002 (26,933,312) (26,905,310)
Issue of share options - - 3,952,427 - - 3,952,427
Balance at 30th September 2025 412,590 24,776,905 5,520,676 28,002 (29,308,818) 1,429,355
Called up share capital Share premium Share based payment reserve Revaluation surplus Retained earnings Total equity
£ £ £ £ £ £
Balance at 30th September 2023 - - - - (17,015) (17,015)
Changes in equity
Issue of share capital 180,050 1,720,450) - - - 1,900,500
Listing costs - (251,800) - - - (251,800)
Total comprehensive loss - - - - (1,288,350) (1,288,350)
Issue of share options - - 1,568,249 - - 1,568,249
Prior year adjustment - - - - (1,070,141) (1,070,141)
Balance at 30th September 2024 (as restated - note 19) 180,050 1,468,650 1,568,249 - (2,375,506) 841,442
The comparative figures relate to the Company only and are not consolidated,
as the subsidiary was acquired during the current financial year.
The notes form part of the financial statements
Company Statement of Changes in Equity
for the Year Ended 30(th) September 2025
Called up share capital Share premium Share based payment reserve Revaluation surplus Retained earnings Total equity
£ £ £ £ £ £
Balance at 30th September 2024 (as restated - note 19) 180,050 1,468,650 1,568,249 - (2,375,506) 841,442
Changes in equity -
Issue of share capital 232,540 23,563,458 - - - 23,795,998
Listing costs - (255,203) - - - (255,203)
Total comprehensive loss - - - 28,002 (26,933,312) (26,905,310)
Issue of share options - - 3,952,427 - - 3,952,427
Balance at 30th September 2025 412,590 24,776,905 5,520,676 28,002 (29,308,818) 1,429,355
Called up share capital Share premium Share based payment reserve Revaluation surplus Retained earnings Total equity
£ £ £ £ £ £
Balance at 30th September 2023 - - - - (17,015) (17,015)
Changes in equity
Issue of share capital 180,050 1,720,450) - - - 1,900,500
Listing costs - (251,800) - - - (251,800)
Total comprehensive loss - - - - (1,288,350) (1,288,350)
Issue of share options - - 1,568,249 - - 1,568,249
Prior year adjustment - - - - (1,070,141) (1,070,141)
Balance at 30th September 2024 (as restated - note 19) 180,050 1,468,650 1,568,249 - (2,375,506) 841,442
The notes form part of the financial statements
Statement of Cash Flows
for the Year Ended 30(th) September 2025
Restated Restated
Consolidated Consolidated Company Company
2025 2024 2025 2024
(note 19) (note 19)
£ £ £ £
Net cash flow used in operating activities (1,773,924) (789,292) (1,650,810) (789,292)
Cash flows from investing activities
Purchase of intangible fixed assets (155,215) (249,698) (155,215) (249,698)
Cash from subsidiary 139,159 - 134,790 -
Payments on behalf of group company - - (118,745) -
Finance costs (1,184) - (1,184) -
Finance income 9 932 9 932
Net cash flow (used in)/from investing activities (17,231) (248,766) (140.345) (248,766)
Cash flows from financing activities
Share issue 25,860 180,050 25,860 180,050
Share premium 2,068,734 1,468,650 2,068,734 1,468,650
Cost of listing - cash outflow (255,203) - (255,203) -
Net cash from financing activities 1,839,391 1,648,700 1,839,391 1,648,700
Net increase in cash and cash equivalents 48,236 610,642 48,236 610,642
Cash and cash equivalents at beginning of year 610,642 - 610,642 -
Cash and cash equivalents at end of year 658,878 610,642 658,878 610,642
The comparative figures relate to the Company only and are not consolidated,
as the subsidiary was acquired during the current financial year.
Notes to the Statement of Cash Flows for the Year Ended 30(th) September 2025
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS
Restated Restated
Consolidated Consolidated Company Company
2025 2024 2025 2024
£ £ £ £
Cash flows from operating activities
Loss for the year (26,933,312) (2,358,491) (26,933,312) (2,358,491)
Share-based payment charge 358,003 1,568,249 358,003 1,568,249
Alpha emissions (81,512) - (81,512) -
Alpha disposal 1,899 - 1,899 -
Crypto revaluation (11,942) - (11,942) -
Impairment of goodwill 25,079,236 - - -
Impairment of subsidiary - - 25,094,060 -
Decrease/(Increase) in debtors (245,717) (30,406) (245,717) (30,406)
Increase in creditors 58,246 32,288 166,536 32,288
Foreign exchange differences (3) - (3) -
Finance costs 1,184 - 1,184 -
Finance income (6) (932) (6) (932)
Net cash flow used in operating activities (1,773,924) (789,292) (1,650,810) (789,292)
*Alpha emissions are excluded from the cash flow statement as the emissions
increase the Group's Alpha holdings and are not a cash movement
The comparative figures relate to the Company only and are not consolidated,
as the subsidiary was acquired during the current financial year.
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect of cash and
cash equivalents are in respect of these Statement of Financial Position
amounts:
Consolidated Consolidated Company Company
30.09.2025 30.09.2024 30.09.2025 30.09.2024
£ £ £ £
Cash and cash equivalents at end of year 658,878 610,642 658,878 610,642
The comparative figures relate to the Company only and are not consolidated,
as the subsidiary was acquired during the current financial year.
Notes to the Financial Statements
For the Year Ended 30(th) September 2025
1. STATUTORY INFORMATION
Sundae Bar PLC is a public Company limited by shares, registered in England.
Sundae Bar PLC's registered number and registered office address can be found
on the Company Information page.
The Company is quoted on the London Stock Exchange's AIM Market.
The principal activity of the Group during the year was the development of a
decentralised AI Agent marketplace platform designed to connect artificial
intelligence developers with end users, together with the ownership and
operation of supporting infrastructure, including a Subnet within a
decentralised blockchain ecosystem.
The Group currently has no principal place of business as all staff work
remotely.
2. ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively IFRS) issued by the International Accounting
Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs") and
those parts of the Companies Act 2006 which apply to companies preparing their
financial statements under IFRSs.
These financial statements have been prepared under the historical cost
convention, as modified by the revaluation of assets and liabilities at fair
value.
The preparation of financial statements in conformity with UK adopted
international accounting standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and
estimates are significant in the financial statements, are disclosed below.
Basis of consolidation
The Group financial statements consolidate those of Sundae Bar PLC and its
subsidiary as of 30 September 2025. The subsidiary has a reporting date of 30
September and is an entity over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the subsidiary and has the ability to affect
those returns through its power over the entity. The subsidiary has been fully
consolidated from the date on which control was transferred to the Group.
Inter-group transactions, unrealised gains and losses on intra-group
transactions and balances between Group companies are eliminated on
consolidation.
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position, have been assessed by the
Board. The financial position of the Group, its cash flows and liquidity
position are presented in the Annual Report and Financial statements.
The Directors have prepared detailed cash flow forecasts covering a period of
at least 12 months from the date of approval of the financial statements.
These forecasts indicate that additional funding may be required to support
ongoing platform development and execution of the Group's strategic
objectives. While there can be no certainty that such funding will be secured,
the Board has previously demonstrated the ability to access capital markets
and believes that further funds could be raised, if required, to support the
next phase of development.
At 30 September 2025, the Group had cash of £858,650 (including
cryptocurrencies). The projections for 12 months from February 2026,
indicate an average monthly net cash outflow of approximately £100,000. At
the end of January 2026, the Company held cash reserves of £1,081,665
(including cryptocurrencies), providing a projected cash runway of
approximately 10 months. After this date, the value of cryptocurrencies fell
dramatically which may impact going concern.
These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern. Notwithstanding this uncertainty, the Directors have a reasonable expectation that the Group will be able to secure the necessary financial resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
The sundae_bar platform remains in the early stages of commercial development
and has not yet commenced revenue generation from marketplace activities. The
Group is, however, generating emissions from its Subnet operations and
continues to manage its cost base prudently in line with available resources.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires the Directors to make
judgements, estimates and assumptions about the carrying values of assets and
liabilities that are not readily apparent from other sources. The Directors
continually evaluate the judgements and estimates in relation to assets,
liabilities, revenue and expenses. The Directors base their judgements,
estimates and assumptions on historical experience and on other factors,
including expectations of future events. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both
current and future periods.
The critical judgments made by management that have a significant effect on
the amounts recognised in the financial statements are described below.
Other income
Other income £81,512 (2024 - £nil) represents emissions denominated in ALPHA
token from our subnet earnt through owner emissions. Other income is valued at
GBP fair value at the date of receipt. As emissions are received and held as
Alpha any movement in value between the time it is earnt, and the balance
sheet date is recorded in line with our Intangible assets - fixed asset
policy
Share-based payment transactions
The estimate of share-based payments costs of £358,003 (2024 - £1,568,249
restated), requires the Directors to select an appropriate valuation model,
the Black Scholes Model, and make decisions about various inputs into the
model including the volatility of its own share price - 74.3% and 96.3% the
probable life of the options - 1, 3 and 5 years, and the variable risk free
interest rate as per the detailed note 18 below.
Changes in accounting policies
New standards, interpretations and amendments not yet effective:
The following amendments are effective for the period beginning 1 September
2024:
· Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7)
· Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
· Classification of Liabilities as Current or Non-Current
(Amendments to IAS 1)
· Non-current Liabilities with Covenants (Amendments to IAS 1)
These amendments to various IFRS standards are mandatorily effective for
reporting periods beginning on or after 1 January 2024. The Group has prepared
these financial statements in line with these amendments which have had no
significant impact on the Group.
New standards, interpretations and amendments not yet effective:
· Lack of Exchangeability (Amendments to IAS 21 The Effects of
Changes in Foreign Exchange Rates)
· Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Disclosures)
· IFRS 18 Presentation and Disclosure in Financial Statements
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Group is currently assessing the impact of these accounting policies and
amendments but does not believe they will have a significant impact on the
Group.
Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial
institutions. Cash equivalents are short-term, highly liquid investments with
original maturities of three months or less (as at their date of acquisition).
Cash equivalents are readily convertible to known amounts of cash and subject
to an insignificant risk of change in that cash value.
Intangible assets - internally generated
Intangible assets are initially recognised at cost where it is probable that
there will be future economic benefits from the asset and the cost of the
asset can be reliably measured. The cost of internally generated intangible
assets is only recognised in the development phase of an internal project,
with the cost of the research phase and maintaining or running the day-to- day
operations recognised as an expense. These capitalised costs comprise all
directly attributable costs necessary to create, produce, and prepare the
asset to be capable of operating in the manner intended by management.
After recognition, under the cost model, intangible assets are measured at
cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the Group assesses whether there is any indication of
impairment. If such indication exists, the recoverable amount of the asset is
determined which is the higher of its fair value less costs to sell and its
value in use. An impairment loss is recognised where the carrying amount
exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a
reliable estimate of the useful life cannot be made, the useful life shall not
exceed ten years.
Amortisation is charged when the intangible asset is capable of being used in
the manner intended by the Group. The Directors consider that the intangible
fixed asset is not yet capable of being used in the manner intended by the
Group. Therefore, no amortisation is being charged.
As the project progresses, the assets' residual values, useful lives and
amortisation methods will be reviewed, and adjusted prospectively if
appropriate, or if there is an indication of a significant change since the
last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in the Statement of Comprehensive
Income.
Intangible assets - fixed assets
Cryptocurrency:
Intangible fixed assets comprise of the Group's cryptocurrency assets that
were not mined by the Group and are held by the Group for two reasons, as part
of an investment holding and as a result of Subnet ownership. Such
cryptocurrency assets recorded under IAS 38 have an indefinite useful life
initially measured at cost and subsequently measured at fair value.
Increases in the carrying amount arising on revaluation of cryptocurrency
assets are credited to other comprehensive income and shown as Revaluation
Reserve in shareholders' equity. Decreases that offset previous increases of
the same asset are charged in other comprehensive income and debited against
the revaluation reserve directly in equity; all other decreases are charged to
the income statement.
The fair value of intangible cryptocurrency assets at the end of the reporting
period is calculated as the quantity of cryptocurrencies on hand multiplied by
the price quoted on an active market website.
Subnet 121:
The Group's ownership of a Subnet on the Bittensor network. Subnets are code
structures for defining an incentive structure. This code structure is
determined by the owner who has rights to edit and define the incentive
structure. Such an asset recorded under IAS 38 has an indefinite useful
life, initially measured at cost. After initial recognition, the asset will
be carried at cost less accumulated impairment losses. It is inappropriate
to apply the revaluation model (as per the cryptocurrency assets above) as
there is no active market for Subnet ownership.
The Subnet is reviewed regularly for evidence of impairment, and any
impairments are recognised immediately in the statement of comprehensive
income in line with IAS 36.
An impairment loss recognised for the Subnet will be reversed in future
periods if and only if there has been a change in the estimate used to
determine the asset's recoverable amount. The carrying amount of the Subnet
following the impairment reversal will not exceed the original cost of the
Subnet. Any reversal of an impairment loss is recognised immediately in the
statement of comprehensive income.
Intangible assets - transfer of assets and liabilities under common control
Where the Group acquired assets and liabilities from another group entity as
part of a group reorganization, the transaction is accounted for as a transfer
of assets and liabilities under common control. Such transactions are outside
the scope of IFRS 3 - Business Combinations, as they do not result in a change
of control within the group. However, the principles of IFRS 3 can be applied
by analogy. Accordingly, all identifiable assets and liabilities are
recognised at their acquisition date fair value. Goodwill is recognised as
the difference between the consideration transferred and the net acquisition
date amounts of identifiable asset acquired and liabilities assumed.
Where recognised at fair value this will be assessed at the end of each
reporting period for any indication of impairment. If such indication
exists, any impairment loss will be recognised in the statement of
comprehensive income.
Goodwill:
Goodwill arises on the acquisition of subsidiaries and represents the excess
of the consideration transferred over the fair value of the identifiable
assets acquired and liabilities assumed at the acquisition date.
Goodwill is recognised as an intangible asset and initially measured at cost.
Following initial recognition, goodwill is carried at cost less any
accumulated impairment losses. Goodwill is not amortised but is tested for
impairment annually, or more frequently where events or changes in
circumstances indicate that the carrying value may not be recoverable.
For the purposes of impairment testing, goodwill is allocated to the
cash-generating unit (CGU) that is expected to benefit from the synergies of
the business combination. The recoverable amount of the CGU is determined as
the higher of value in use and fair value less costs of disposal. Value in use
calculations are based on management's estimates of future cash flows derived
from financial budgets and forecasts.
In assessing recoverable amounts, management considers factors including
expected future revenues, user adoption, transaction volumes, operating costs
and the stage of commercial development of the underlying platform.
An impairment loss is recognised in the income statement where the carrying
amount of the CGU, including goodwill, exceeds its recoverable amount.
Impairment losses recognised for goodwill are not reversed in subsequent
periods.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset
of one entity and a financial liability or equity instrument of another
entity. The Group shall only recognise a financial instrument when the Group
becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at their
fair value.
Financial assets
The Group determines the classification of its financial assets at initial
recognition and re- evaluates this designation at every reporting date based
on the business model for managing these financial assets and the contractual
cash flow characteristics.
Currently the Group only has financial assets at amortised cost which consist
of trade and other receivables, and cash and cash equivalents.
Financial assets that are receivable within one year and do not constitute a
financing transaction are recorded at the undiscounted amount expected to be
received, net of impairment. Those that are receivable after more than one
year or that constitute a financing transaction are recorded initially at
fair value less transaction costs and subsequently at amortised cost using the
effective interest method, less any allowance for expected credit losses.
Financial assets at amortised cost are subsequently measured using the
effective interest rate method and are subject to impairment.
At each reporting date, financial assets are reviewed to assess whether there
is objective evidence of impairment. If any such evidence exists, impairment
loss is determined and recognised based on the classification of the
financial asset.
A financial asset is derecognised when the Group has transferred
substantially all the risks and rewards of the asset or has transferred
control of the asset.
Financial liabilities
The Group's financial liabilities comprise trade and other payables. Trade
and other payables are recognised initially at their fair value and
subsequently measured at amortised cost using the effective interest rate
method, less settlement payments.
The Group's financial liabilities are derecognised when extinguished,
discharged, cancelled or expired. Gains or losses from derecognition of
financial liabilities are recognised in the statement of profit or loss
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 in respect of all timing differences that have
originated but not reversed at the statement of financial position date.
Research and Development (R&D) tax credits are recognised in accordance
when there is reasonable assurance that the credit will be received and that
the Group will comply with the relevant conditions. Where the credit relates
to expenditure incurred in a prior period, it is recognised in profit or loss
in the period in which the claim is agreed or receipt becomes reasonably
assured. R&D tax credits are presented within income tax in the statement
of comprehensive income.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at
the rates of exchange ruling at the statement of financial position date.
Transactions in foreign currencies are translated into sterling at the rate of
exchange ruling at the date of transaction. Exchange differences are taken
into account in arriving at the operating result.
Share capital
Called-up share capital represents the nominal value of shares that have been
issued.
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Group. All ordinary shares rank equally with regard to the Group's residual
assets.
Share based payments
During the year the Group issued equity-settled warrants to Directors,
investors and advisors.
The fair value of all share based payments granted are determined using the
Black Scholes options pricing model which incorporates assumptions regarding
risk free interest rates dividend yield, expected volatility and expected life
of the warrant.
The fair value of the options is measured at the date the options are granted
recognised in equity in the share-based payment reserve and as an expense in
the statement of profit or loss. Under IFRS 2 Share‑based Payment, the cost
of equity‑settled awards is measured at the grant‑date fair value and
recognised as an expense when (and to the extent) the services are received.
For awards without any vesting conditions or service period, the fair value is
recognised in full at the grant date in statement of comprehensive income with
a corresponding credit to equity.
3. OTHER OPERATING INCOME
Other operating income is made up as follows:
Year ended Year ended
30.9.25 30.09.24
£ £
Alpha emissions 81,512 -
Alpha emissions
During the year, the Group purchased a Subnet on the Bittensor network.
Subnets are code structures for defining an incentive structure. This code
structure is determined by the owner who has rights to edit and define the
incentive structure.
ALPHA is passively emitted by the Bittensor network as a reward to the owners
for the administration of the network. ALPHA is not directly exchangeable to
fiat currency. As such, a level 1 valuation (per IFRS 13) cannot apply, as
there is no active quoted market for fungible ALPHA. Instead, a level 2
valuation based on the conversion to TAO and then to fiat currency may be
made.
The emissions are received in ALPHA, a non-cash asset. The allocation of
emissions to the Subnet is governed by a decentralised protocol governed by
market-driven demand and as such tokens (or emissions) are awarded
algorithmically. Therefore, there is no identifiable customer receiving a
service in respect of these emissions. In line with IAS 1, these emissions are
recognised as other operating income.
The value of the ALPHA emissions are recognised daily utilising the quoted
market day rates for ALPHA/TAO, and TAO/GBP.
4. OTHER OPERATING EXPENSES
Year ended Year ended
30.09.25 30.09.24
£ £
Legal and professional 87,422 28,791
Auditor's remuneration 40,000 20,000
Directors' remuneration 309,273 214,556
Consultancy 192,579 170,123
Advertising and promotion 105,885 184,628
Accountancy 129,515 34,550
TAO Pte. Consultancy 26,899 -
Other expenses 33,079 138,526
924,652 791,174
5. EMPLOYEES AND DIRECTORS
The only employees of the Group during the year ended 30 September 2025 were
Directors. See Directors' Report for details of Directors remuneration.
The average number of employees during the year was 5 (2024 - 4)
Year ended Year ended
30.9.25 30.09.24
£ £
Directors' remuneration 309,273 214,556
Social security costs 1,320 -
310,593 214,556
The highest paid Director in the financial year was Jonathan Bixby who
received total renumeration of £144,000, no taxable benefits or pension
contributions were paid during the year.
6. NET FINANCE INCOME
Year ended
Year ended
30.9.25 30.09.24
£ £
Finance income:
Deposit account interest 6 436
HMRC interest - 496
6 932
7. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
Year ended As restated Year ended
30.9.25 30.09.24
£ £
Auditors' remuneration 40,000 20,000
Foreign exchange differences 3 483
Share based payments (note 18) 432,586 1,568,249
Impairment of goodwill (note 11) 25,079,236 -
25,551,825 1,588,732
8. INCOME TAX
Analysis of tax expense
No liability to UK corporation tax arose for the year ended 30th September
2025 nor for the period ended 30th September 2024.
Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation
tax in the UK. The difference is explained below:
Year ended As restated Year ended
30.9.25 30.09.24
£ £
Loss before income tax (26,967,466) (2,358,491)
Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 (6,741,867) (589,623)
- 25%)
Effects of:
Disallowed expenses 6,273,515 -
Losses carried forward 378,851 259,985
Share based payments 89,501 392,062
Capital allowances - (62,424)
Tax expense - -
R&D tax credit* 34,154 -
34,154 -
*The R&D tax credit relates to a Research and Development claim made in
respect of year ended 30 September 2024. This was no included in the prior
year accounts due to the uncertainty around receipt.
Losses of £1,515,404 (2024 - £1,056,939) are being carried forward for use
against future profits of the Group. No deferred tax asset is being
recognised in respect of these losses.
When the trade and assets of Ora Technology PLC (Ora) were transferred to
Sundae Bar PLC (see note 20), the trading losses arising in Ora to the date of
transfer, attributable to the transferred trade, were transferred to Sundae
Bar PLC. The transferred losses are available only against profits
attributable to the transferred activity.
9. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is not calculated as the group is loss making
therefore outstanding warrants are not dilutive.
Year ended 30.09.25 As restated Year ended
30.09.24
Loss attributable to equity holders of the Company and Group £26,905,310 £2,358,491
Weighted average number of Ordinary Shares in issue (number) 274,557,722 154,972,613
Basic earnings per share (pounds per share) (£0.10) (£0.02)
10. INTANGIBLE ASSETS
GROUP
Development costs Goodwill Cryptocurrencies Sub-net Total
(note 11)
COST £ £ £ £ £
b/f 1 October 2024 249,698 - - - 249,698
Additions 185,723 25,079,236 161,727 75,000 25,501,686
Revaluation - - 39,944 - 39,944
Disposals - - (1,899) - (1,899)
Impairment - (25,079,236) - - (25,079,236)
NET BOOK VALUE
At 30th September 2025 435,421 - 199,772 75,000 710,193
NET BOOK VALUE
At 30th September 2024 249,698 - - - 249,698
COMPANY
Development costs Crypto-currencies Sub-net Total
COST £ £ £ £
b/f 1 October 2024 249,698 - - 249,698
Additions 185,723 161,727 75,000 422,450
Revaluation - 39,944 - 39,944
Disposals - (1,899) - (1,899)
Impairment - - - -
NET BOOK VALUE
At 30th September 2025 435,421 199,772 75,000 710,193
NET BOOK VALUE
At 30th September 2024 249,698 - - 249,698
Impairment of intangible fixed assets
The Directors have reviewed the carrying value of the Group and Company's
intangible fixed assets as at the balance sheet date. The impairment of
goodwill is disclosed in Note 11. Based on this assessment, no indicators of
impairment were identified in respect of the remaining intangible assets,
namely development costs, cryptocurrencies and the Subnet. Accordingly, the
Directors are satisfied that the carrying amounts of these assets are
supported by their expected future economic benefits, and no impairment charge
has been recognised.
11. GOODWILL IMPAIRMENT
Goodwill
COST £
b/f 1 October 2024 -
Additions 25,079,236
Revaluation -
Disposals -
Impairment (25,079,236)
NET BOOK VALUE
At 30th September 2025 -
NET BOOK VALUE
At 30th September 2024 -
During the year, the Company completed the acquisition of Ora Technology Plc
(Ora) (note 20). Ora had a ready-to-deploy infrastructure with fully
integrated payment systems, KYC/AML compliance systems, and marketing tools.
This infrastructure has been used as a basis for the enhanced sundae_bar
platform. Following completion, the trade and assets were transferred into
the parent entity to align operational delivery, governance and strategic
execution within a single platform structure.
Goodwill of £25,079,236, recognised on the acquisition of Ora represents the
excess of the consideration transferred over the fair value of the
identifiable net assets acquired (note 20).
In line with IAS 36, Goodwill is allocated to the sundae_bar platform cash
generating unit (CGU), consisting of the existing software development,
acquired Ora software development and associated infrastructure.
In accordance with IAS 36 Impairment of Assets, management performed an
impairment assessment of the goodwill recognised on acquisition. In
undertaking this review, management considered updated financial forecasts,
the current stage of the platform's commercial deployment and the level of
observable revenues at the reporting date. Given the early stage of commercial
rollout, evolving market conditions within the decentralised AI sector and the
current level of revenue generation, management concluded that the carrying
value of goodwill was not fully supported at the reporting date. Accordingly,
an impairment charge of £25,079,236 has been recognised in the consolidated
statement of comprehensive income.
The impairment charge is non-cash in nature and does not affect:
- The Group's liquidity position.
- Ownership of the underlying intellectual property.
- Ongoing development and commercialisation activities.
The directors consider it prudent to carry the sundae_bar platform at cost,
being £435,421, representing management's best estimate of recoverable value
based on current supportable assumptions.
12. INVESTMENT IN SUBSIDIARY
30/09/2025
Cost Company
b/f 1 October 2024 -
Additions (Ora) 25,295,828
Transfer of trade and assets (201,769)
Impairment (25,094,060)
At 30th September 2025 -
During the year, the trade and net assets of Ora Technology PLC (Ora) were
transferred to the Company on 31 August 2025 as part of an internal group
reorganisation (note 20). Following the transfer, Ora no longer carried on
trading activities and held no significant assets.
As a result, the directors reviewed the carrying value of the Company's
investment in Ora. Given that the underlying trade and assets of Ora had been
transferred to the Company, the recoverable amount of the investment was
assessed as nil.
Accordingly, the investment in Ora has been fully impaired in the year, and an
impairment charge of £25,094,060 has been recognised in the statement of
comprehensive income. After recognising this impairment, the carrying value of
the investment in Ora at the reporting date is £nil.
13. TRADE AND OTHER RECEIVABLES
30.09.2025 30.09.2024 30.09.2025 30.09.2024
Group Group Company Company
£ £ £ £
Current:
VAT 12,926 9,149 12,926 9,149
Prepayments and accrued income 228,166 21,257 228,166 21,257
R&D tax claim 34,154 - 34,154 -
Other debtors 876 - 876 -
276,123 30,406 276,123 30,406
14. CASH AND CASH EQUIVALENTS
30.09.2025 30.09.2024 30.09.2025 30.09.2024
Group Group Company Company
£ £ £ £
Bank accounts 658,878 610,642 658,878 610,642
15. SHARE CAPITAL AND SHARE PREMIUM
Number of Share Share
Shares capital premium Total
No. £ £ £
At 1 September 2024 180,050,000 180,050 1,468,650 1,648,700
Issue of ordinary shares 232,539,981 232,540 23,563,458 23,795,998
Listing costs - - (255,203) (255,203)
At 31 September 2025 412,589,981 412,590 24,776,905 25,189,495
On 30 April 2025, 206,680,039 shares were allotted in relation to the
acquisition of ORA Technologies Plc in a share for share transaction with no
cash consideration.
On 3 June 2025, 25,000,000 shares were allotted on listing with a nominal
value of £0.001 each with a premium of £0.104.
On 7(th) July 2025, 859,942 shares were allotted with a nominal value of
£0.001 each with a premium of £0.109.
The ordinary shares have attached to them full voting, dividend and capital
distribution (including on winding up) rights. They do not confer any right of
redemption.
16. RESERVES
Revaluation reserve
Fixed Asset revaluation Liability revaluation Revaluation reserve
£ £ £
ALPHA 121 35,504 (11,942) 23,562
Bitcoin 4,440 4,440
TAO - -
At 30th September 2025 39,944 (11,942) 28,002
Nature and purpose of reserves
The following describes the nature and purpose of each reserve within equity:
Share capital - represents the nominal value of the issue of the Company's
equity share capital, comprising ordinary shares.
Share premium - represents the amount subscribed for the Company's equity
share capital in excess of nominal value. Any transaction costs associated
with the issuing of shares are deducted from share premium.
Revaluation surplus - represents the increase in an asset's carrying amount
arising from revaluation recorded in equity through Other Comprehensive Income
Retained earnings - represents the cumulative net income and losses of the
Company recognised through the statement of comprehensive income.
Share based payment reserve - represents the fair value of cumulative costs of
share-based payments.
Revaluation surplus (note 16) - represents the increase in the carrying amount
of a fixed asset when it is revalued to its fair market value.
17. TRADE AND OTHER PAYABLES
30.09.2025 30.09.2024 30.09.2025 30.09.2024
Group Group Company Company
£ £ £ £
Current:
Trade creditors 20,498 27,287 20,498 27,287
Other creditors 138,841 16 138,841 16
Accrued expenses 56,500 22,000 56,500 22,000
215,839 49,303 215,839 49,303
18. SHARE-BASED PAYMENT TRANSACTIONS
Share warrants
30/09/2025
Weighted
average
exercise price 30/09/2025
(pence) Number
Outstanding at 1 October 2024 1.28 70,300,500
Granted during the financial period 2.19 45,147,620
Exercised during the period - -
Outstanding at 30 September 2025 1.63 115,448,967
Exercisable at 30 September 2025 1.63 115,448,967
The contracted average remaining life of warrants at 30 September 2025 was
2.45 years. The average remaining life of warrants at 30 September 2024 was
3.28 years
At 30 September 2025, the Company had the following warrants in issue:
01-Dec 21-Dec 30-Apr 30-Apr 03-Jun
Date of grant 2024 2024 2025 2025 2025
Number outstanding 60,500,000 9,800,500 35,000,000 2,897,620 7,250,000
Contractual life 3 years 5 years 1 years 1 years 5 years
Exercise price 1p 3p 1p 2p 8p
The fair value of warrants is determined using the Black-Scholes valuation
model. The charge to the profit and loss for the year ended 30 September 2025
was £358,003 (2024 (as restated) - £1,568,249).
The assumptions used in the calculation of fair value of the warrants was as
follows:
01-Dec 21-Dec 30-Apr 30-Apr 03-Jun
Date of grant 2024 2024 2025 2025 2025
Share price at date of grant 3p 3p 10.5p 10.5p 8p
Exercise price 1p 3p 1p 2p 8p
Volatility 74.27% 74.27% 96.30% 96.30% 96.30%
Risk free interest rate 4.22% 3.49% 3.80% 3.80% 4.13%
Any shares that are acquired as a result of exercising warrants granted on 1
December 2024 have a lock in date of either 6 or 12 months from date of grant.
Management expects all warrants to be exercised at the end of their
contractual life. The volatility was determined by reference to similar
comparable companies.
19. PRIOR PERIOD ADJUSTMENT
During the year, an error was identified in the Group's accounting for certain
equity‑settled share‑based payment arrangements (warrants). Under IFRS 2
Share‑based Payment, the cost of equity‑settled awards is measured at the
grant‑date fair value and recognised as an expense when (and to the extent)
the services are received. For awards without any vesting conditions or
service period, the fair value is recognised in full at the grant date in the
statement of comprehensive income with a corresponding credit to equity.
In the prior period, the Group had incorrectly recognised the expense for
these warrants over the time to maturity, rather than in full at the grant
date, even though the warrants did not have vesting conditions attached to
them. This constitutes a prior period error under IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors.
Correction of the error
Consistent with IFRS 2, the Group has corrected the error by recognising the
grant‑date fair value of the affected warrants in the income statement of
the prior year and current year and crediting equity to the Share‑based
payment reserve.
In accordance with IAS 8, the Group has applied retrospective restatement.
Comparative information has been restated and opening balances at 1 October
2024 have been adjusted to reflect the correction.
The adjustment does not impact cash flows.
Impact on the year ended 30 September 2024
The correction increased share-based payment expense by £1,070,141, with a
corresponding credit to the Share-based payment reserve.
As a result:
· Loss after tax increased by £1,070,141
· Retained earnings decreased by £1,070,141
· Earnings per share for 2024 has been restated (see Note 9)
Opening balance adjustment at 1 October 2024
As the expense should have been recognised in full at grant date in 2024,
retained earnings at 1 October 2024 have been reduced to reflect the
cumulative impact of the correction, with a corresponding increase in the
Share-based payment reserve.
Summary of financial statement effects
Statement of Other Comprehensive Income - Year ended 30 September 2024
As previously reported Adjustment Restated
Share-based payment expense 498,108 1,070,141 1,568,249
Loss before tax (1,288,350) (1,070,141) (2,358,491)
Loss after tax (1,288,350) (1,070,141) (2,358,491)
Statement of Financial Position - As at 30 September 2024
As previously reported Adjustment Restated
Share-based payment reserve 498,108 1,070,141 1,568,249
Retained earnings (1,305,366) (1,070,141) (2,375,507)
Total equity 841,443 - 841,443
Opening Statement of Financial Position - 1 October 2024
As previously reported Adjustment Restated
Share-based payment reserve 498,108 1,070,141 1,568,249
Retained earnings (1,305,366) (1,070,141) (2,375,507)
Total equity 841,443 - 841,443
20. BUSINESS COMBINATION
On 30 April 2025 the Company acquired 100% of the voting equity instruments of
Ora Technology PLC (Ora), a company whose principal activity was the operation
of an online platform enabling users to buy, sell and retire carbon credits.
At the point of acquisition, the carbon trading platform had been
discontinued, but Ora had a ready to deploy infrastructure with full
integrated payment systems, KYC/AML compliance systems, and marketing tools.
This infrastructure has been used as a basis for the enhanced Sundae Bar
platform. In addition, Ora's platform was developed by the same technology
studio that built the Company's AI application, and both companies had a
number of shareholders in common.
Details of the fair value of identifiable assets and liabilities acquired,
purchase consideration and goodwill are as follows:
Book value Fair value
£ £
Software development 185,724 185,724
Cash at bank 139,159 139,159
Trade creditors (64,440) (64,440)
Accruals (43,850) (43,850)
Total net assets 216,593 216,593
Fair value of consideration paid
Fair value
Ordinary shares issued 21,701,404
Fair value of replacement warrants 3,594,424
Total consideration 25,295,829
Goodwill (note 11) 25,079,236
Acquisition costs of £685,912 arose as a result of the transaction. These
have been recognised in the statement of comprehensive income.
On 31 August 2025, the trade, assets and losses of Ora were transferred to
Sundae Bar PLC as part of a group reorganisation.
From the acquisition date of 30 April 2025 to the date the assets were
transferred, 31 August 2025, Ora contributed £nil to group revenues and
£14,824 to group losses. If the acquisition had occurred on 1 October 2024,
group revenue would have been £nil and group loss for the year would have
been £27,140,927.
As set out in Note 11, goodwill has been impaired at the year end to £nil.
21. RELATED PARTY DISCLOSURES
B Sampson, a Director of the Company is also a Director of Sampson Fielding
Limited. Sampson Fielding Limited is a supplier of accounting services and
invoiced the Company £74,265 (2024 - £34,550) in respect of accountancy
services for the period. At the balance sheet date £16,500 (2024 - £2,000)
was included in accruals and £17,620 (2024 - £6,018) in trade creditors.
During the year £144,000 (2024 - £144,000) was invoiced to the Company by
Toro Consulting Ltd, a Company controlled by J Bixby, in relation to his
Director's fees. £Nil (2024 - £12,000) was owed to J Bixby at the balance
sheet date.
During the year £84,000 (2024 - £18,000) was invoiced to the Company by J
Kenney in relation to her Director's fees. £Nil (2024
- £2,000) was owed to J Kenney at the balance sheet date.
All transactions with related parties are conducted on an arm's length basis.
22. EVENTS AFTER THE REPORTING PERIOD
On 30 October 2025, the Company announced that the placing and WRAP Retail
Offer had together raised gross proceeds of approximately £1.03 million,
through the issue of 16,666,667 placing shares and 483,403 WRAP Retail Offer
shares. Application was made for a total of 17,150,070 new ordinary shares to
be admitted to trading on AIM, with admission becoming effective on or around
5 November 2025. Following admission, the Company's issued ordinary share
capital comprised 429,740,051 ordinary shares, each carrying one voting right
and with no shares held in treasury.
On 15 October 2025, the Company announced that payments functionality had gone
live on the sundae_bar platform. This represented a significant operational
milestone, enabling monetisation of AI agents available on the marketplace and
supporting the Group's transition from platform development to revenue
generation.
Following the year end and the transfer of the assets to Sundae Bar Plc, Ora
Technologies Plc was wound up.
23. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
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