Registered number: 12914233
FOR THE PERIOD ENDED 31 JANUARY 2026
COMPANY INFORMATION
CONTENTS
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 JANUARY 2026
The directors present their report and the financial statements for the period ended 31 January 2026.
For the 13-month period ended 31 January 2026, the Group reported turnover of £10.6 million, compared with £7.3 million in the prior year, representing growth of approximately 45%. This increase reflects continued expansion in client demand, particularly across data and artificial intelligence-related services.
Gross profit increased to £5.4 million (2024: £3.7 million), representing growth of approximately 46%, with gross margin remaining stable at 51% (2024: 51%). This performance reflects the scalability of the Group’s delivery model and continued cost discipline as client engagements expanded.
EBITDA for the period was £0.7 million (2024: £0.9 million), reflecting continued investment in the Group’s proprietary technology (Athena), capabilities, and go-to-market infrastructure to support future growth.
No dividends were declared or paid during the period.
Gross profit increased to £5.4 million (2024: £3.7 million), representing growth of approximately 46%, with gross margin remaining stable at 51% (2024: 51%). This performance reflects the scalability of the Group’s delivery model and continued cost discipline as client engagements expanded.
EBITDA for the period was £0.7 million (2024: £0.9 million), reflecting continued investment in the Group’s proprietary technology (Athena), capabilities, and go-to-market infrastructure to support future growth.
No dividends were declared or paid during the period.
The directors who served during the period were:
Digital Futures expects continued growth as organisations accelerate their investment in enterprise-wide AI deployment and prioritise workforce development.
Over the course of 2026 the Group will continue investing in its integrated service offering, including Athena, its proprietary workforce intelligence and upskilling platform, Frontier AI, its capability deployment model, and Lighthouse, its executive education programme, to support organisations build, deploy, and govern AI at scale.
Over the course of 2026 the Group will continue investing in its integrated service offering, including Athena, its proprietary workforce intelligence and upskilling platform, Frontier AI, its capability deployment model, and Lighthouse, its executive education programme, to support organisations build, deploy, and govern AI at scale.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2026
The auditor, S&W Audit (a trading name of S&W Partners Audit Limited), will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 2
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 JANUARY 2026
The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; 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 Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DIGITAL FUTURES GROUP LTD
In our opinion, the financial statements:
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 Company 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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.
Page 4
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DIGITAL FUTURES GROUP LTD (CONTINUED)
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.
We have nothing to report in this regard.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors’ Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors’ Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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:
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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
As explained more fully in the Directors’ Responsibilities Statement set out on page 3, 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.
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.
Page 5
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DIGITAL FUTURES GROUP LTD (CONTINUED)
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:
We obtained a general understanding of the Company’s legal and regulatory framework through enquiry of management in respect of their understanding of the relevant laws and regulations. We obtained an understanding of the Company’s policies and procedures in relation to compliance with relevant laws and regulations. We also drew on our existing understanding of the Company’s industry and regulation.
We understand that the Company complies with requirements of the framework through:
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:
We obtained a general understanding of the Company’s legal and regulatory framework through enquiry of management in respect of their understanding of the relevant laws and regulations. We obtained an understanding of the Company’s policies and procedures in relation to compliance with relevant laws and regulations. We also drew on our existing understanding of the Company’s industry and regulation.
We understand that the Company complies with requirements of the framework through:
∙The directors managing and overseeing a compliance function;
∙Updating operating procedures, manuals and internal controls as legal requirements change;
∙The directors’ close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly and are considered at Board meetings; and
∙Outsourcing accounts preparation and tax compliance to external experts.
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company’s ability to conduct its business and where failure to comply could result in material penalties. We have identified the following laws and regulations as being of significance in the context of the company:
The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements; and
General Data Protection Regulations (GDPR)
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. The key areas identified as part of the discussion were:
•
The risk of manipulation of the financial statements through manual journal entries.
•
Overstatement and cut off of revenues, in order to enhance perceived performance; and
•
Capitalised costs for internally generated intangible assets may not meet the recognition criteria, they maybe amortised over an inappropriate useful economic life, or they may be impaired.
These areas were communicated to the other members of the engagement team who were not present at the discussion.
The procedures we carried out to gain evidence in the above areas included;
•
Testing a sample of manual journal entries, selected through applying specific risk assessments based onthe Company’s processes and controls surrounding manual journal entries;
•
Testing a sample of revenue transactions to underlying documentation and testing the accuracy of accruedincome;
•
Testing a sample of capitalised expenditure to the recognition criteria under the applicable financial
•
The risk of manipulation of the financial statements through manual journal entries.
•
Overstatement and cut off of revenues, in order to enhance perceived performance; and
•
Capitalised costs for internally generated intangible assets may not meet the recognition criteria, they maybe amortised over an inappropriate useful economic life, or they may be impaired.
These areas were communicated to the other members of the engagement team who were not present at the discussion.
The procedures we carried out to gain evidence in the above areas included;
•
Testing a sample of manual journal entries, selected through applying specific risk assessments based onthe Company’s processes and controls surrounding manual journal entries;
•
Testing a sample of revenue transactions to underlying documentation and testing the accuracy of accruedincome;
•
Testing a sample of capitalised expenditure to the recognition criteria under the applicable financial
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DIGITAL FUTURES GROUP LTD (CONTINUED)
reportingframework; and
•
Enquiry of management to ensure all requirement and obligations were being met, including review of GDPR requirements, and testing compliance.
Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.
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.
•
Enquiry of management to ensure all requirement and obligations were being met, including review of GDPR requirements, and testing compliance.
Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Brockbourne House
77 Mount Ephraim
Royal Tunbridge Wells
Tunbridge Wells
TN4 8BS
6 May 2026
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PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 JANUARY 2026
Page 8
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026
Page 9
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JANUARY 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 23 form part of these financial statements.
Page 10
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2026
Page 11
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
Digital Futures Group Ltd is a private limited company, limited by shares, registered in England and Wales (registered number: 12914233). The registered office address is 1 Worship Square, 65 Clifton Street, London, EC2A 4JE.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary accounts in these financial statements are rounded to the nearest £1.
The Company has extended its accounting period and presents its results for the 13-month period ended 31 January 2026. The comparative amounts presented in the financial statements are for the year ended 31 December 2024 and are therefore not entirely comparable.
The Company has extended its accounting period and presents its results for the 13-month period ended 31 January 2026. The comparative amounts presented in the financial statements are for the year ended 31 December 2024 and are therefore not entirely comparable.
The following principal accounting policies have been applied:
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.
The Company remains classified as a small company, as it qualifies on an annual basis and accordingly the financial statements have been prepared in accordance with FRS 102 Section 1A.
The Company remains classified as a small company, as it qualifies on an annual basis and accordingly the financial statements have been prepared in accordance with FRS 102 Section 1A.
The Company continues to make significant progress in all areas of its operations to ensure it is in a position to scale and deliver on the promises to clients and our engineers. New client acquisition and current client penetration continues to drive forward demand.
The Company continues to invest in internal headcount by employing new cohorts to meet demand.
The Company is in a net liability position at the end of the period of £1,224,494 (2024 - £1,987,708) and as per note 9 and 10 the shareholders have also confirmed that they will not seek repayment of the amounts due if it will prevent the Company from meeting liabilities as they fall due for a period of more than 12 months from approval of the financial statements. So at the time of approving these financial statements the directors have a reasonable expectation that adequate resources exist to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting when preparing the financial statements.
The Company continues to invest in internal headcount by employing new cohorts to meet demand.
The Company is in a net liability position at the end of the period of £1,224,494 (2024 - £1,987,708) and as per note 9 and 10 the shareholders have also confirmed that they will not seek repayment of the amounts due if it will prevent the Company from meeting liabilities as they fall due for a period of more than 12 months from approval of the financial statements. So at the time of approving these financial statements the directors have a reasonable expectation that adequate resources exist to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting when preparing the financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Revenue arising from temporary placements is recognised over the period that temporary staff are provided. Revenue arising from the placement of permanent candidates is recognised in the month the candidate commences full time employment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
2.Accounting policies (continued)
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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 provided on the following bases:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are 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 profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified
as basic financial instruments are initially recorded at the present value of cash payable, which
is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are
subsequently measured at amortised cost, using the effective interest rate method.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Company’s cash management.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified
as basic financial instruments are initially recorded at the present value of cash payable, which
is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are
subsequently measured at amortised cost, using the effective interest rate method.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Capitalisation of wages costs
Wages costs have been capitalised as a percentage of staff time spent on development of the DFX Platform and the DFG Academy. The percentage capitalised requires judgement, based on an estimate of the time spent during the financial year on improvements and future revenue generating activities.
The wages costs capitalised in the period were £435,453 (2024 - £194,092) which is included within the intangible asset additions.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
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Page 18
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
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Page 19
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
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Page 20
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
Page 21
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
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Page 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2026
Capital contribution
Profit and loss account
Page 23