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Registration number: 16104324

IRQ Group Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2025

IRQ Group Limited

Contents

Company Information | 1
Strategic Report | 2 to 5
Directors' Report | 6
Statement of Directors' Responsibilities | 7
Independent Auditor's Report | 8 to 11
Consolidated Profit and Loss Account | 12
Consolidated Balance Sheet | 13
Balance Sheet | 14
Consolidated Statement of Changes in Equity | 15
Statement of Changes in Equity | 16
Consolidated Statement of Cash Flows | 17 to 18
Notes to the Financial Statements | 19 to 34

IRQ Group Limited

Company Information

Directors | J Loureiro A Last S Heath P Taylor

Registered office | Matrix House Basing View Basingstoke Hampshire RG21 4FF

Auditors | RSM UK Audit LLP Davidson House Forbury Square Reading Berkshire RG1 3EU

IRQ Group Limited

Strategic Report for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.
Principal activity
The principal activity of the Group was the provision of cyber security services. The principal activity of the Company was to act as a holding company for its subsidiaries.
Review of the business
Financial Performance
The Group continued to deliver revenue growth during the year alongside an improvement in gross margin and operating performance. Since commencement of trading in 2022, the business has achieved a compound annual growth rate of approximately 26%, reflecting continued demand for the Group’s services and investment in world leading talent and capabilities.
Operational Development
Following a multi-year internal development programme, the Group now operates through two distinct business divisions:
Interrupt Labs (“IL”), the Group’s established vulnerability research business; and
Breakpoint Research (“BPR”), a newly commercialised division developed through internal investment.
BPR achieved its first commercial sale in February 2026 and represents the culmination of several years of investment in new service capabilities. The Board expects the division to scale alongside Interrupt Labs as commercial delivery progresses.
Investment and Financial Position
The Group’s balance sheet reflects the impact of sustained investment undertaken to develop new capabilities and support long-term growth. This investment has been funded in part through external borrowing, including a term loan and revolving credit facility.
With BPR now generating revenue, and both divisions contributing to trading activity, the Board expects improving operating performance and cash generation to strengthen the Group’s financial position over the medium term. Management continues to monitor liquidity and funding requirements closely as part of its regular financial oversight processes.
Overall Performance
The Board considers the year to represent an important transition period for the Group, marking the evolution from a single-division business to a multi-division research platform. Continued investment in people, capabilities and market expansion across IL and BPR places the Group in a strong position to pursue sustainable and profitable growth in future periods.

IRQ Group Limited

Strategic Report for the Year Ended 31 December 2025

Principal risks and uncertainties
The Board is responsible for identifying, evaluating and managing the principal risks faced by the Group. Risk management forms part of the Group’s ongoing strategic planning and operational oversight processes. The principal risks and uncertainties currently considered to have the potential to impact the Group’s performance are set out below, together with the key mitigation measures in place.
Interest Rate Risk
The Group utilises variable rate borrowing to support internal investment activities and working capital requirements. As a result, the Group is exposed to movements in interest rates, with debt facilities linked to the Bank of England base rate.
Changes in interest rates may increase finance costs and place pressure on cash flows and profitability. While current market expectations indicate relative stability in the near term, macroeconomic uncertainty may result in unexpected rate movements.
Mitigation
The Board monitors interest rate exposure as part of its regular financial review processes, including forecasting and sensitivity analysis. Borrowing levels are maintained at prudent levels relative to earnings and cash generation, and the Group retains flexibility within its financial planning to manage potential increases in financing costs.
Inflationary Pressure
The Group may be exposed to inflationary pressures where customer contracts are agreed on fixed-fee arrangements that are not directly index-linked. Sustained increases in salary costs or operating expenses could therefore impact margins if not reflected in pricing.
Mitigation
Management considers inflation assumptions when setting pricing structures and preparing financial forecasts. Contract pricing is reviewed regularly, and new engagements are priced to reflect prevailing market conditions.
Employee Recruitment and Retention
As a people-based business, the Group’s performance depends significantly on its ability to attract, develop and retain skilled talent. A competitive labour market, particularly for experienced professionals, may create challenges in recruitment or increase employment costs.

IRQ Group Limited

Strategic Report for the Year Ended 31 December 2025

Mitigation
The Group seeks to maintain a supportive and inclusive working environment aligned with its ESG commitments. Key initiatives include:
• investment in training and professional development;
• competitive and appropriately benchmarked remuneration and benefits;
• flexible and hybrid working arrangements;
• active focus on employee wellbeing and engagement; and
• regular employee feedback processes supported by transparent communication from management.
The Board monitors workforce stability and engagement as part of its ongoing operational oversight.
Information Security and Data Protection
The Group handles commercially sensitive information as part of its activities and is therefore exposed to risks associated with cyber security incidents, data loss or unauthorised access to systems.
A significant data breach could result in operational disruption, reputational damage and potential regulatory consequences.
Mitigation
The Group maintains IT systems and infrastructure designed to meet high security standards, supported by externally hosted environments and specialist providers.
Economic and Market Conditions
Demand for research services may be influenced by broader economic conditions and customer investment cycles. Periods of economic uncertainty may result in delayed customer decision-making or reduced discretionary spending.
Mitigation
The Group maintains regular financial forecasting processes to enable timely management responses. The diversity of the Group’s service offerings and platform teams provides a degree of resilience against fluctuations in individual markets.
Key performance indicators
The Board monitors a range of financial and operational key performance indicators (“KPIs”) to assess the Group’s performance against its strategic objectives. The KPIs applied have evolved alongside the Group’s development, reflecting the transition from an early-stage growth business to a multi-division group focused on sustainable and profitable expansion.
Revenue Growth
Historically, revenue growth has been the principal KPI for IL, reflecting its early-stage expansion strategy and objective of establishing a leading position within the UK market.
Revenue increased to £11.8 million for the year ended 31 December 2025 (2024: £10.8 million), demonstrating significant growth since inception. Having now achieved substantial market penetration, the strategic focus is transitioning from rapid expansion toward sustainable and profitable growth.
The Board continues to monitor revenue growth as a key indicator of market demand and competitive positioning, while placing increasing emphasis on margin quality and operational efficiency.

IRQ Group Limited

Strategic Report for the Year Ended 31 December 2025

Mitigation
The Group seeks to maintain a supportive and inclusive working environment aligned with its ESG commitments. Key initiatives include:
• investment in training and professional development;
• competitive and appropriately benchmarked remuneration and benefits;
• flexible and hybrid working arrangements;
• active focus on employee wellbeing and engagement; and
• regular employee feedback processes supported by transparent communication from management.
The Board monitors workforce stability and engagement as part of its ongoing operational oversight.
Information Security and Data Protection
The Group handles commercially sensitive information as part of its activities and is therefore exposed to risks associated with cyber security incidents, data loss or unauthorised access to systems.
A significant data breach could result in operational disruption, reputational damage and potential regulatory consequences.
Mitigation
The Group maintains IT systems and infrastructure designed to meet high security standards, supported by externally hosted environments and specialist providers.
Economic and Market Conditions
Demand for research services may be influenced by broader economic conditions and customer investment cycles. Periods of economic uncertainty may result in delayed customer decision-making or reduced discretionary spending.
Mitigation
The Group maintains regular financial forecasting processes to enable timely management responses. The diversity of the Group’s service offerings and platform teams provides a degree of resilience against fluctuations in individual markets.
Key performance indicators
The Board monitors a range of financial and operational key performance indicators (“KPIs”) to assess the Group’s performance against its strategic objectives. The KPIs applied have evolved alongside the Group’s development, reflecting the transition from an early-stage growth business to a multi-division group focused on sustainable and profitable expansion.
Revenue Growth
Historically, revenue growth has been the principal KPI for IL, reflecting its early-stage expansion strategy and objective of establishing a leading position within the UK market.
Revenue increased to £11.8 million for the year ended 31 December 2025 (2024: £10.8 million), demonstrating significant growth since inception. Having now achieved substantial market penetration, the strategic focus is transitioning from rapid expansion toward sustainable and profitable growth.
The Board continues to monitor revenue growth as a key indicator of market demand and competitive positioning, while placing increasing emphasis on margin quality and operational efficiency.

Gross Margin and Profitability
As IL matures, improvement in gross margin and overall profitability has become a primary performance focus. The Board considers gross margin to be a key indicator of operational discipline, pricing effectiveness and scalability of service delivery.
Future performance will therefore be assessed not only on revenue growth but also on the ability to enhance margins while maintaining service quality and client satisfaction.
For BPR, profitable growth has been embedded as a core objective from commencement of commercial operations. Management performance for this division is measured against delivery execution alongside a targeted gross margin, reflecting the expectation that the business generates sustainable returns following a multi-year investment phase.
Outlook and KPI Evolution
The Board expects the Group’s KPI framework to continue evolving as the business matures. Future performance measurement will increasingly emphasise:
• sustainable revenue growth;
• gross margin expansion;
• cash generation and balance sheet resilience; and
• achievement of self-sustaining international operations.
These measures are intended to support the Group’s objective of delivering long-term, profitable growth while maintaining operational discipline and resilience.

Approved and authorised by the Board on 6 May 2026 and signed on its behalf by:

......................................... J Loureiro Director

IRQ Group Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the for the year ended 31 December 2025.

Principal activity

The principal activity of the Group is the provision of cyber security services. The principal activity of the Company was to act as a holding company for its subsidiaries.

Results and dividends

The results for the year are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors of the Group

The directors who held office during the year were as follows:

J Loureiro

A Last

S Heath (appointed 1 November 2025)

P Taylor (appointed 1 November 2025)

Disclosure of information to the auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company's auditor is unaware. Additionally, each director has taken all the necessary steps that they ought to have taken as a director in order to make themselves aware of all relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 6 May 2026 and signed on its behalf by:

......................................... J Loureiro Director

IRQ Group Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

IRQ Group Limited

Independent Auditor's Report to the Members of IRQ Group Limited

Opinion

We have audited the financial statements of IRQ Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the Group's and the parent Company's affairs as at 31 December 2025 and of the Group's loss for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

IRQ Group Limited

Independent Auditor's Report to the Members of IRQ Group Limited

We have nothing to report in this regard.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where 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.

Other matters

The financial statements of IRQ Group Limited for the period ended 31 December 2024 were not audited. Accordingly, we do not express an audit opinion on the corresponding figures presented for the period ended 31 December 2024.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 7, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

IRQ Group Limited

Independent Auditor's Report to the Members of IRQ Group Limited

The extent to which our procedures are capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• | obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;
• | inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
• | discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud

As a result of these procedures, we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.
The group audit engagement team identified the risk of management override of controls and revenue cut-off as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing high risk journal entries and other adjustments made in the preparation of the financial statements, and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, and testing a sample of revenue transactions from either side of the year end to ensure that revenue had been recognised in the correct accounting period.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

IRQ Group Limited

Independent Auditor's Report to the Members of IRQ Group Limited

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Mayulee Pinkerton CA (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor Chartered Accountants
Davidson House
Forbury Square
Reading
Berkshire
RG1 3EU

6 May 2026

IRQ Group Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 11,809,710 | 10,801,197
Cost of sales |  | (7,947,015) | (7,606,469)
Gross profit |  | 3,862,695 | 3,194,728
Administrative expenses |  | (4,384,465) | (4,792,929)
Other operating income | 4 | 952,104 | 1,076,835
Operating profit/(loss) | 6 | 430,334 | (521,366)
Other interest receivable and similar income | 7 | 1,142 | 4,873
Interest payable and similar expenses | 8 | (203,507) | (122,943)
|  | (202,365) | (118,070)
Profit/(loss) before tax |  | 227,969 | (639,436)
Tax on profit/(loss) | 11 | (344,910) | (269,274)
Loss for the financial year |  | (116,941) | (908,710)
Profit/(loss) attributable to: |  |  |
Owners of the Company |  | (116,941) | (908,710)

The Group has no recognised gains or losses for the year other than the results above.

IRQ Group Limited

(Registration number: 16104324)
Consolidated Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 12 | 136,920 | 181,888
Current assets |  |  |
Debtors | 14 | 3,517,464 | 3,681,978
Cash at bank and in hand | 15 | 268,889 | 183,685
|  | 3,786,353 | 3,865,663
Creditors: Amounts falling due within one year | 16 | (3,435,757) | (3,109,755)
Net current assets |  | 350,596 | 755,908
Total assets less current liabilities |  | 487,516 | 937,796
Creditors: Amounts falling due after more than one year | 16 | (1,222,222) | (1,555,556)
Provisions for liabilities | 17 | (100,000) | (100,000)
Net liabilities |  | (834,706) | (717,760)
Capital and reserves |  |  |
Called up share capital | 19 | 78 | 1
Other reserves |  | - | 82
Retained earnings |  | (834,784) | (717,843)
Equity attributable to owners of the company |  | (834,706) | (717,760)
Shareholders' deficit |  | (834,706) | (717,760)

Approved and authorised by the Board on 6 May 2026 and signed on its behalf by:

......................................... A Last Director

IRQ Group Limited

(Registration number: 16104324)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 12 | 195 | -
Investments | 13 | 178 | -
|  | 373 | -
Current assets |  |  |
Debtors | 14 | 92,908 | 1
Cash at bank and in hand | 15 | 23,437 | -
|  | 116,345 | 1
Creditors: Amounts falling due within one year | 16 | (146,677) | -
Net current (liabilities)/assets |  | (30,332) | 1
Net (liabilities)/assets |  | (29,959) | 1
Capital and reserves |  |  |
Called up share capital | 19 | 78 | 1
Retained earnings |  | (30,037) | -
Shareholders' (deficit)/funds |  | (29,959) | 1

The company made a loss after tax for the financial year of £30,037 (2024 - loss of £nil).

Approved and authorised by the Board on 6 May 2026 and signed on its behalf by:

......................................... A Last Director

IRQ Group Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Equity attributable to the parent company

| Share capital £ | Merger reserve £ | Retained earnings £ | Total £ | Total equity £
At 1 January 2025 | 1 | 82 | (717,843) | (717,760) | (717,760)
Loss for the year | - | - | (116,941) | (116,941) | (116,941)
New share capital subscribed | 77 | - | - | 77 | 77
Merger adjustment, decrease in equity | - | (82) | - | (82) | (82)
At 31 December 2025 | 78 | - | (834,784) | (834,706) | (834,706)

| Share capital £ | Merger reserve £ | Retained earnings £ | Total £ | Total equity £
At 27 November 2024 | - | - | 12,337 | 12,337 | 12,337
Loss for the year | - | - | (908,710) | (908,710) | (908,710)
New share capital subscribed | 1 | - | - | 1 | 1
Purchase of own share capital | - | - | (327,305) | (327,305) | (327,305)
Merger adjustment, increase in equity | - | 82 | - | 82 | 82
Other movements on reserves | - | - | 505,835 | 505,835 | 505,835
At 31 December 2024 | 1 | 82 | (717,843) | (717,760) | (717,760)

IRQ Group Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Retained earnings £ | Total £
At 1 January 2025 | 1 | - | 1
Loss for the year | - | (30,037) | (30,037)
New share capital subscribed | 77 | - | 77
At 31 December 2025 | 78 | (30,037) | (29,959)

| Share capital £ | Total £
New share capital subscribed | 1 | 1
At 31 December 2024 | 1 | 1

IRQ Group Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Loss for the year |  | (116,941) | (908,710)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 6 | 128,852 | 905,942
Changes in fair value of intangible assets |  | - | 729,595
Loss on disposal of tangible assets | 5 | 1,157 | -
Finance income |  | (1,142) | (4,873)
Finance costs |  | 203,507 | 122,943
Income tax RDEC provision |  | (952,104) | (1,076,835)
Income tax expense | 11 | 344,910 | 269,274
Foreign exchange gains/losses |  | 48,346 | 32,125
|  | (343,415) | 69,461
Working capital adjustments |  |  |
Decrease/(increase) in trade debtors | 14 | 132,361 | (1,600,603)
Increase/(decrease) in trade creditors | 16 | 29,080 | (1,672,597)
Increase in provisions | 17 | - | 100,000
Cash generated from operations |  | (181,974) | (3,103,739)
Income taxes received | 11 | 639,347 | 68,222
Net cash flow from operating activities |  | 457,373 | (3,035,517)
Cash flows from investing activities |  |  |
Interest received |  | 1,142 | 4,873
Acquisitions of tangible assets |  | (103,324) | (93,165)
Proceeds from sale of tangible assets |  | 17,531 | 1,049
Clear merger reserve |  | (82) | -
Net cash flows from investing activities |  | (84,733) | (87,243)
Cash flows from financing activities |  |  |
Interest paid |  | (203,507) | (122,943)
Proceeds from issue of ordinary shares, net of issue costs |  | 77 | 1
Payments for purchase of own shares |  | - | (327,305)
Proceeds from bank borrowing draw downs |  | 551,923 | 2,000,000
Repayment of bank borrowing |  | (588,333) | (111,111)
Proceeds from issue of treasury shares |  | - | 505,835
Net cash flows from financing activities |  | (239,840) | 1,944,477
Net increase/(decrease) in cash and cash equivalents |  | 132,800 | (1,178,283)

IRQ Group Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Cash and cash equivalents at 1 January |  | 183,685 | 1,393,858
Effect of exchange rate fluctuations on cash held |  | (47,596) | (31,890)
Cash and cash equivalents at 31 December |  | 268,889 | 183,685

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The Company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
Matrix House
Basing View
Basingstoke
Hampshire
RG21 4FF
United Kingdom

These financial statements were authorised for issue by the Board on 6 May 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December 2025.
The Company acquired 100% of the ordinary share capital of Interrupt Labs Limited (the subsidiary undertaking’) in a share exchange as part of a group reconstruction on 1 November 2025. This was a reconstruction of ownership of the Group. As a business combination meets the definition of a group reconstruction, IRQ Group Limited has applied merger accounting under Section 19 of FRS102. In line with the requirements of merger accounting, the consolidated financial statements have been prepared as if the Group had always been in existence.
No Profit and Loss Account is presented for the Company as permitted by section 408 of the Companies Act 2006. The Company made a loss after tax for the financial year of £30,037.
The Company has taken advantage of the following exemptions in its individual financial statements:
- From preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the Company’s cash flows
- From the financial instrument disclosures, required under FRS 102 paragraphs, 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A, as the information is provided in the consolidated financial statement disclosures.
- From disclosing the Company key management personnel compensation, as required by FRS 102 paragraph 33.7.

A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
Inter-company transactions, balances and unrealised gains on transactions between the Company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Going concern

The financial statements have been prepared on a going concern basis, notwithstanding the fact that as at 31 December 2025 in the Company's total liabilities exceeded total assets by £29,959.
This basis is dependent upon the on-going support of the creditors of the Company, none of whom have indicated their intention to withdraw their support.

Judgements and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported profits during the financial year. Estimates and judgements are continually evaluated and are based on experience and other factors that are believed to be reasonable under current circumstances. Although these estimates are management's best knowledge of the amount, events or actions, actual results ultimately may differ from these estimates.
In the opinion of the directors there are no significant estimates and judgements requiring disclosure in the financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The Group recognises revenue when:
- the amount of revenue can be reliably measured;
- it is probable that future economic benefits will flow to the entity; and
- specific criteria have been met for each of the Group's activities.

Research and development expenditure

The Group does not capitalise development expenditure, instead it is written off to profit or loss as incurred.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Group operates and generates taxable income.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Computer equipment | Straight line at 3 years
Office equipment | Straight line at 5 years
Leasehold improvements | Straight line at 5 years

Merger accounting

The Company acquired 100% of the ordinary share capital of Interrupt Labs Limited (the subsidiary undertaking’) in a share exchange as part of a group reconstruction on 1 November 2025. This was a reconstruction of ownership of the Group. As a business combination meets the definition of a group reconstruction, IRQ Group Limited has applied merger accounting under Section 19 of FRS102.
Accordingly, the consolidated financial statements for the Group have been presented as if the Company its and subsidiaries have been owned by IRQ Group Limited throughout the current and preceding periods. The comparative figures include the results of the merged entity, the assets and liabilities at the previous balance sheet dates and the shares issued by IRQ Group Limited as consideration as if they had always been in issue.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the Group has an obligation at the reporting date as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3 | Turnover

The analysis of the Group's turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Rendering of services | 11,809,710 | 10,801,197

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

The analysis of the Group's turnover for the year by market is as follows:

| 2025 £ | 2024 £
UK | 11,809,710 | 10,801,197

4 | Other operating income

The analysis of the Group's other operating income for the year is as follows:

| 2025 £ | 2024 £
R&D tax credit | 952,104 | 1,076,835

5 | Other gains and losses

The analysis of the Group's other gains and losses for the year is as follows:

| 2025 £ | 2024 £
Loss on disposal of tangible assets | (1,157) | -

6 | Operating profit/(loss)

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 93,667 | 95,262
Amortisation expense | - | 810,673
Research and development cost | 4,622,469 | 5,384,175
Foreign exchange losses | 48,346 | 32,125
Loss on disposal of property, plant and equipment | 1,157 | -

7 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest income on bank deposits | 48 | 4,215
Other finance income | 1,094 | 658
| 1,142 | 4,873

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

8 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 39,877 | 40,215
Interest expense on other finance liabilities | 163,630 | 82,728
| 203,507 | 122,943

9 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 8,657,574 | 7,902,044
Social security costs | 926,804 | 688,083
Other short-term employee benefits | 75,491 | 64,756
Pension costs, defined contribution scheme | 512,303 | 441,811
Other employee expense | 178,673 | 165,672
| 10,350,845 | 9,262,366

The average number of persons employed by the Group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Administration and support | 12 | -
Research and development | 83 | -
Sales, marketing and distribution | 2 | -
| 97 | -

10 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 526,333 | 453,387
Contributions paid to money purchase schemes | 53,649 | 50,038
| 579,982 | 503,425

During the year the number of directors who were receiving benefits and share incentives was as follows:

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 2025 No. | 2024 No.
Accruing benefits under defined benefit pension scheme | 2 | 2

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 256,333 | 216,199

11 | Taxation

Tax charged in the consolidated profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 343,749 | 269,274
UK corporation tax adjustment to prior periods | 1,161 | -
| 344,910 | 269,274

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 0%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit/(loss) before tax | 227,969 | (639,436)
Corporation tax at standard rate | 255,004 | 53,853
(Decrease)/increase in UK and foreign current tax from adjustment for prior periods | (1,423) | 1,225
Tax increase from effect of capital allowances and depreciation | 11,656 | 204,554
Effect of revenues exempt from taxation | (440,253) | -
Effect of expense not deductible in determining taxable profit (tax loss) | 442,013 | 9,642
Tax decrease arising from group relief | (6,903) | -
Effect of foreign tax rates | 79,570 | -
Tax increase from effect of adjustment in research and development tax credit | 5,246 | -
Total tax charge | 344,910 | 269,274

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

12 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Total £
Cost or valuation
At 1 January 2025 | 22,343 | 340,805 | 363,148
Additions | 1,978 | 101,347 | 103,325
Disposals | - | (57,549) | (57,549)
At 31 December 2025 | 24,321 | 384,603 | 408,924
Depreciation
At 1 January 2025 | 9,296 | 172,716 | 182,012
Charge for the year | 4,765 | 124,088 | 128,853
Eliminated on disposal | - | (38,861) | (38,861)
At 31 December 2025 | 14,061 | 257,943 | 272,004
Carrying amount
At 31 December 2025 | 10,260 | 126,660 | 136,920
At 31 December 2024 | 13,046 | 168,842 | 181,888

Included within the net book value of land and buildings above is £10,260 (2024 - £13,046) in respect of short leasehold land and buildings.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Company

| Furniture, fittings and equipment £ | Total £
Cost or valuation
Additions | 2,284 | 2,284
At 31 December 2025 | 2,284 | 2,284
Depreciation
Charge for the year | 2,089 | 2,089
At 31 December 2025 | 2,089 | 2,089
Carrying amount
At 31 December 2025 | 195 | 195

13 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 178 | -

Subsidiaries | £
Cost or valuation
Additions | 178
Carrying amount
At 31 December 2025 | 178

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the Company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Interrupt Labs Limited | Matrix House, Basing View, Basingstoke, Hampshire, England, RG21 4FF | Ordinary | 100% | 100%

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
Interrupt Labs (Australia) Limited | Matrix House, Basing View, Basingstoke, Hampshire, England, RG21 4FF | Ordinary | 100% | 100%
Interrupt Labs (US) Limited | Matrix House, Basing View, Basingstoke, Hampshire, England, RG21 4FF | Ordinary | 100% | 100%
Interrupt Labs US LLC | 4201 Wilson Blvd, Floor 3, Arlington, VA 22203, United States of America | Ordinary | 100% | 100%
Interrupt Labs Pty Ltd | Level 21, 55 Collins Street, Melbourne, VIC 3000, Australia | Ordinary | 100% | 0%
Breakpoint Research Holdings Limited | Matrix House, Basing View, Basingstoke, Hampshire, England, RG21 4FF | Ordinary | 100% | 0%
Breakpoint Research Limited | Matrix House, Basing View, Basingstoke, Hampshire, England, RG21 4FF | Ordinary | 100% | 0%
Breakpoint Research Pty Ltd | Level 21, 55 Collins Street, Melbourne, VIC 3000, Australia | Ordinary | 100% | 0%

Interrupt Labs Pty Ltd and Breakpoint Research Pty Ltd are incorporated in Australia.
Interrupt Labs US LLC is incorporated in the United States of America.
All other entities are incorporated in England.

Subsidiary undertakings
Interrupt Labs Limited The principal activity of Interrupt Labs Limited is the provision of vulnerability research services.
Interrupt Labs (Australia) Limited The principal activity of Interrupt Labs (Australia) Limited is the provision of vulnerability research services.
Interrupt Labs (US) Limited The principal activity of Interrupt Labs (US) Limited is that of dormancy. Its financial period end is 30 June.
Interrupt Labs US LLC The principal activity of Interrupt Labs US LLC is the provision of vulnerability research services.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Interrupt Labs Pty Ltd The principal activity of Interrupt Labs Pty Ltd is the provision of vulnerability research services.
Breakpoint Research Holdings Limited The principal activity of Breakpoint Research Holdings Limited is that of a holding company.
Breakpoint Research Limited The principal activity of Breakpoint Research Limited is the provision of vulnerability research services.
Breakpoint Research Pty Ltd The principal activity of Breakpoint Research Pty Ltd is the provision of vulnerability research services.

14 | Debtors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors |  | 1,736,639 | 1,939,476 | - | -
Amounts owed by related parties | 23 | - | - | 78,035 | -
Other debtors |  | 919,088 | 891,921 | 14,873 | 1
Prepayments and accrued income |  | 259,890 | 216,581 | - | -
Income tax asset | 11 | 601,847 | 634,000 | - | -
|  | 3,517,464 | 3,681,978 | 92,908 | 1
Less non-current portion |  | (676,554) | (676,554) | - | -
|  | 2,840,910 | 3,005,424 | 92,908 | 1

Due after one year

| 2025 £ | 2024 £
Other debtors | 676,554 | 676,554

15 | Cash and cash equivalents

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Cash at bank | 268,889 | 183,685 | 23,437 | -

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

16 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 20 | 1,045,188 | 748,266 | - | -
Trade creditors |  | 189,575 | 282,836 | 135 | -
Amounts due to related parties | 23 | - | - | 100 | -
Social security and other taxes |  | 813,534 | 699,352 | 19,043 | -
Outstanding defined contribution pension costs |  | 95,746 | 77,766 | 9,195 | -
Other payables |  | 844,691 | 1,039,212 | - | -
Accruals |  | 447,023 | 262,323 | 118,204 | -
|  | 3,435,757 | 3,109,755 | 146,677 | -
Due after one year |  |  |  |  |
Loans and borrowings | 20 | 1,222,222 | 1,555,556 | - | -

Bank borrowings include a loan with an interest rate of BOE base rate + 5.2%, repayable in full in August 2030.
Other borrowings includes a loan with an interest rate of 10%, paid quarterly, with no set date of repayment.
Security on these loans is as per note 22.

17 | Provisions for liabilities

Group

| Dilapidations £
At 1 January 2025 | 100,000
At 31 December 2025 | 100,000

The Group has recognised a provision of dilapidations amounting to £100,000 (2024: £100,000) as of the reporting date. The provision has been calculated based on the Group’s best estimate of the expenditure required to settle the present obligation at the reporting date, considering current market conditions. The timing and amount of the actual outflows are subject to uncertainty and may differ from the amounts provided.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

18 | Pension and other schemes

Defined contribution pension scheme

The Group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Group to the scheme and amounted to £512,303 (2024 - £441,811).
Contributions totalling £95,746 (2024 - £77,766) were payable to the scheme at the end of the year and are included in creditors.

19 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary of £0 (2024 - £0.000001) each | - | - | 1,000,000 | 1
Ordinary A of £0.000001 (2024 - £0) each | 33,000,000 | 33 | - | -
Ordinary B of £0.000001 (2024 - £0) each | 30,000,000 | 30 | - | -
Ordinary D of £0.000001 (2024 - £0) each | 15,000,000 | 15 | - | -
| 78,000,000 | 78 | 1,000,000 | 1

On 31 October 2025, the 1,000,000 Ordinary shares in issue were re-designated as 1,000,000 A Ordinary shares.
On 1 November 2025, IRQ Group Limited issued 32,000,000 A Ordinary shares at a par value of 0.000001p with a nominal value of £32 for consideration of £32.
On 1 November 2025, IRQ Group Limited issued 30,000,000 B Ordinary shares at a par value of 0.000001p with a nominal value of £30 for consideration of £30.
On 1 November 2025, IRQ Group Limited issued 15,000,000 D Ordinary shares at a par value of 0.000001p with a nominal value of £15 for consideration of £15.
All shares with the exception of D shares are voting shares, and D shares are not entitled to a dividend. All shares are entitled to participate in a distribution arising from the winding up of the company.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

20 | Loans and borrowings

Non-current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 1,222,222 | 1,555,556 | - | -

Current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 1,045,188 | 748,266 | - | -

Bank borrowings include a loan with an interest rate of BOE base rate + 5.2%, repayable in full in August 2030.
Other borrowings includes a loan with an interest rate of 10%, paid quarterly, with no set date of repayment.
Security on these loans is as per note 22

21 | Share-based payments

EMI Scheme

Scheme details and movements

The Group operates two EMI share option schemes, both of which are open to nominated members of staff who meet the eligibility criteria. Options may be exercised should a qualifying event occur, as defined in the scheme rules. If the option holder ceases employment, the options will lapse and be forfeited.
During the year the Group issued 7,700,000 share options at a price of £0.0267795 per share.

| Weighted average exercise price (pence) | Number
Outstanding at the beginning of the year | 2.8644 | 9,775,000
Granted during the year | 2.678 | 7,700,000
Forfeited during the year | 2.7986 | 740,000
Outstanding at the end of the year | 2.7815 | 16,735,000

No charge has been made to operating expenses in respect of the options issued as in the opinion of the directors this charge would not be material to the financial statements.

IRQ Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

22 | Charges

Allica Financial Services Limited have a fixed and floating charge over certain of the Group’s assets, registered on 2 August 2024, in relation to the bank borrowings.
HSBC UK Bank PLC have a fixed and floating charge over certain of the Group’s assets in related to an overdraft facility provided.

23 | Related party transactions

Included within other debtors due after more than one year is £505,835 (2024: £505,835) relating to loans provided to 2 (2024: 2) Directors. There has been no movement on these loans during the year. The loans are not due for payment within twelve months and are interest free.

24 | Controlling party

The company is owned by a number of private shareholders and companies, none of whom own more than 50% of the issued share capital of the company.
Accordingly, there is no parent entity nor ultimate controlling party.