NUDGE DIGITAL LIMITED

1. Risk Rating: MEDIUM
The last detailed financial statements available for review are for the year ended 31 March 2021, and they show a strong balance sheet with substantial cash and positive net assets. However, the company has reportedly filed accounts up to 31 March 2025, and the absence of recent financial data limits confidence in its current position. The risk rating reflects this information gap rather than an identified deterioration in financial health.

2. Key Concerns

• Stale financial history provided: The most recent detailed accounts in the dataset are for FY2021. While the company is not overdue on its filing obligations, current solvency and liquidity cannot be properly assessed without the FY2022–FY2025 accounts and more recent management information.
• Conflicting People with Significant Control (PSC) records: The PSC register shows Tpximpact Holdings Plc owning more than 75%, an individual owning more than 75%, and another individual owning 25–50%. These positions cannot all be current simultaneously. This may be a data artefact, a historical record, or evidence of incomplete filing information, but it should be clarified.
• Audit exemption as a subsidiary: The company has used the audit exemption available to subsidiaries. This means the standalone financial statements may contain less detail and independent assurance than fully audited accounts. Investors may need to rely on the parent group’s disclosures for a fuller picture.

3. Positive Indicators

• Strong historical growth: Net assets grew from £27,345 in FY2016 to £2,093,773 in FY2021, with cash rising from £9,970 to £1,938,121 over the same period.
• Comfortable balance sheet position: At FY2021, cash of approximately £1.94 million exceeded reported liabilities of approximately £0.54 million, suggesting a solid liquidity buffer and low leverage.
• Compliant filing status: The company is active and, according to the dataset, its accounts and confirmation statement are not overdue. There are no visible insolvency or liquidation markers.
• Parent group support: Ownership by Tpximpact Holdings Plc may provide access to group resources, broader client relationships, and financial oversight.

4. Due Diligence Notes

• Obtain the filed accounts for FY2022 through FY2025 and review turnover, profitability, cash conversion, and shareholder funds.
• Clarify the current PSC position and shareholding structure, particularly the competing ownership entries and any different share classes.
• Review intra-group balances, intercompany funding, and any parent company guarantee or letter of comfort from Tpximpact Holdings Plc.
• Examine customer concentration, the order book, and recurring revenue, as the company is a services-based digital agency.
• Search the Companies House charges register for any debentures, mortgages, or contingent liabilities not visible from the limited data.
• Consider reviewing the parent company’s published annual report for commentary on the subsidiary’s performance and strategic position.