Company registration number 11534232 (England and Wales)
PEPPY HEALTH LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PEPPY HEALTH LIMITED
COMPANY INFORMATION
Directors
K Chong
Dr M Pore
J Wilson
S Lin
Secretary
N S Navarre Girault
Company number
11534232
Registered office
Wework Aviation House
125 Kingsway
London
WC2B 6NH
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
PEPPY HEALTH LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10 - 11
Group statement of financial position
12 - 13
Parent company statement of financial position
14 - 15
Group statement of changes in equity
16
Parent company statement of changes in equity
17
Group statement of cash flows
18
Parent company statement of cash flows
19
Notes to the group financial statements
20 - 47
PEPPY HEALTH LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Business review

2025 was a landmark year for Peppy. Following the minority rollover of the group’s non-core employee benefits operating system division, the group is growing profitably for the first time - a milestone that underlines the strength of the business and allows the further development of new products to service the group’s enterprise customers.

Peppy Health Limited was founded in the UK in 2018 with headquarters in London, and expanded its operations to the US in 2022 through its wholly-owned subsidiary, Peppy Health Corporation. Together, they form the Peppy group (“Peppy”).

Peppy operates an online healthcare platform that connects employees with real, human health experts. It works with companies to provide their employees access to remote, specialist support for often overlooked healthcare needs, including menopause, fertility, and women’s and men’s health through content, chat functions and consultations.

Peppy is well positioned as the leading provider of these services in the UK, being available directly to employees at almost 200 enterprise companies including the largest employers in every sector. The company strengthens its reach through strategic distribution agreements with a range of partners, including two of the UK’s largest private medical insurers: Axa and Vitality.

 

Portfolio

Peppy continues to see sustained engagement and consistently high retention rates across its customer base with many customers not only renewing but meaningfully expanding the scope of their Peppy offering.

The Group delivered positive results in 2025 with annual recurring revenue growing to £12.7M. The directors believe that Peppy’s strong performance across its existing customer portfolio provides clear evidence of the quality of its product and ability to service enterprise customers across all sectors.

Product development

Peppy continues to invest in the development and improvement of its clinical healthcare platform to ensure it remains market leading and provides the best experience for users and customers. New innovations and features in the year included an improved home screen layout and navigation, a new workplace training vertical, backend integration for in-app event booking functionality, security remediation, data infrastructure migration and AI-generated personalised health plans built on user data and clinical goals.Further product investment is planned for 2026 onwards as the business looks to support and accelerate platform roadmap delivery.

The Group is also actively exploring opportunities to incorporate artificial intelligence across its business functions to improve efficiency and elevate its offering. The quality of its human-led clinical support remains central to Peppy's proposition, with personal, human connection continuing to define the Peppy experience

Regulation and Compliance

Peppy operates to the highest standards of clinical governance across all markets, including the UK and US. In the UK, Peppy is registered with the Care Quality Commission (CQC), and all practitioners on the platform are registered with their relevant professional governing bodies. Every clinical interaction is delivered by trained clinical professionals, and the Group maintains robust regulatory and compliance frameworks to ensure the safety, quality and integrity of the care it provides.

PEPPY HEALTH LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Profit and efficiency

2025 represented a pivotal year in the group’s financial development. While Peppy has historically been loss-making, the decisive strategic actions taken during the year - most notably the minority rollover of Euphoric Global Ltd - enabled the group to achieve profitability for the first time.

In May 2025, co-founder Dr. Mridula Pore returned as Chief Executive Officer and defined a focused strategy centered on building and strengthening the core Peppy clinical product and business.

A significant portion of the losses recorded in 2024 related to the investment in the scoping and early development of a new employee benefits operating platform product. By early 2025, it was clear that this new product would require substantial additional investment to launch, and in order to remain focused on the core Peppy clinical product, a minority rollover of the in-development assets, associated costs and resources was effected in in May 2025 to a new entity, Euphoric Global Ltd.

Since May 2025, the Group has recorded underlying profitability. Adjusted EBITDA delivered in 2025 in relation to the continuing clinical standalone operations was £2.5M (2024: -£1.0M).

 

With a profitable core model, sufficient resources to support its future plans, and a clear strategic focus, the directors believe Peppy is well positioned for continued profitable growth.

Cash and net assets

The Group holds a revolving credit facility with Natwest Bank which is not fully drawn down. As the Group now generates an underlying monthly profit, the existing cash balance is considered sufficient to fund ongoing operations and planned investment without the need for additional external funding.

 

At the year end, the group had net liabilities of -£6.5M (2024: -£6.1M) and Cash of £2.5M (2024: £1.6M).

Principal risks and uncertainties

The future growth and profitability of the existing business relies on the ongoing relevance and positioning of the product in the marketplace. Management believes that the steps taken to focus investment and marketing effort on the core clinical product will reinforce the company’s leading position and help drive an increase in both revenue growth rate and market share.

The Group’s credit risk is primarily attributable to its trade receivables. Contracts are usually multiple years long and issued annually, 12 months in advance. The Group largely contracts with larger, established companies, reducing this risk.

The Group maintains sufficient cash for ongoing operations and future developments and closely monitors this balance against our budget.

Financial key performance indicators

The group uses a range of performance measures, reported each month to the leadership team and the board, to monitor and manage the group effectively. The key financial indicators for the year ended 31 December 2025 are set out below:

The improvement in adjusted EBITDA and cash generation directly reflects the impact of the minority rollover of Euphoric and the group's transition to underlying profitability.

 

PEPPY HEALTH LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Directors' statement of compliance with duty to promote the success of the Group

The Board of Directors confirms that it has complied with its duty under Section 172 of the Companies Act 2006 (UK) to act in a way we consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole.

In fulfilling this duty, the Board has had regard to the following matters:

 

This report was approved by the board on [ ] and signed on its behalf

Dr M Pore
Director
15 May 2026
PEPPY HEALTH LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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

Principal activities

 

The principal activity of the group and the company are that of provision of digital healthcare services, including online chats and consultations with real-life experts and content via a secure mobile app

Results and dividends

The loss for the year, after taxation amounted to £683,661 (2024 - loss £6,783,165).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

K Chong
E B Harris
(Resigned 9 June 2025)
Dr M Pore
M H Trotter-Landry
(Resigned 9 June 2025)
J Wilson
S Lin
Corporate governance

The auditors, Azets Audit Services, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Going Concern

 

The financial statements are prepared on a going concern basis, which assumes the Group will continue in operational existence for the foreseeable future. The Group's ability to meet its future working capital requirements and therefore continue as a going concern is dependent upon it being able to generate significant revenues and free cash flow.

 

The Board has reviewed forecasts to December 2028 with a variety of possible outcomes. These include the reduction of revenue to reflect possible worst case scenarios. The Board considers the forecasts to be prudent and demonstrate that the business can operate within its existing cash resources.

 

Additionally, the Board has identified a series of realistically achievable actions that they are committed to taking to mitigate the rate of cash outflow should revenues not be secured as predicted. These include a reduction or delay in planned spend on variable costs and/or making use of further loan facilities.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

PEPPY HEALTH LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
On behalf of the board
Dr M Pore
Director
15 May 2026
PEPPY HEALTH LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

 

The directors are responsible for preparing the Group Strategic Report, Directors’ Report and the consolidated financial statements, in accordance with applicable law.

 

Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

 

Under company law the directors must not approve the consolidated 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 the consolidated financial statements, the directors are required to:

 

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

• assess the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

 

PEPPY HEALTH LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PEPPY HEALTH LIMITED
- 7 -
Opinion

We have audited the financial statements of Peppy Health Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group and parent company statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

 

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

Conclusions relating to going concern

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 group's and parent 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.

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.

 

We have nothing to report in this regard.

PEPPY HEALTH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PEPPY HEALTH LIMITED
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

PEPPY HEALTH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PEPPY HEALTH LIMITED
- 9 -

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

David Green MA (Cantab) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
HP9 2JH
18 May 2026
PEPPY HEALTH LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Continuing operations
Revenue
2
11,272,492
10,358,430
Cost of sales
(2,294,473)
(2,578,597)
Gross profit
8,978,019
7,779,833
Other operating income
9,846
-
Administrative expenses
(9,020,329)
(11,647,742)
Operating loss
(32,464)
(3,867,909)
Adjusted EBITDA:
2,551,024
(1,011,961)
Depreciation
(170,886)
(108,501)
Amortisation
(444,620)
(1,105,910)
Share based payments
7,713
(15,286)
One-off costs
(1,694,066)
(1,673,066)
FX gain/(losses)
(235,885)
46,815
Gain/(loss) from fixed asset disposal
(45,744)
-
Loss from operations
(32,464)
(3,867,909)
Investment revenues
6
7,867
220,870
Finance costs
7
(706,361)
(1,638,766)
Other gains and losses
8
(298,995)
-
0
Loss before taxation
(1,029,953)
(5,285,805)
Income tax income
9
1,593,403
66,273
Profit/(loss) for the year
563,450
(5,219,532)
Discontinued operations
10
Loss from discontinued operations
(1,247,111)
(1,563,633)
Loss for the year
(683,661)
(6,783,165)
PEPPY HEALTH LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2025
2024
Notes
£
£
- 11 -
Other comprehensive income:
Items that may be reclassified to profit or loss
Currency translation differences:
- Translation gain arising in the year
231,972
61,653
Total items that may be reclassified to profit or loss
231,972
61,653
Total other comprehensive income for the year
231,972
61,653
Total comprehensive income for the year
(451,689)
(6,721,512)
Profit and total comprehensive  for the year is all attributable to the owners of the parent company.
PEPPY HEALTH LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
Non-current assets
Intangible assets
13
164,409
609,029
Property, plant and equipment
11
50,938
850,219
Deferred tax asset
1,515,432
-
0
1,730,779
1,459,248
Current assets
Trade and other receivables
18
1,361,591
2,117,211
Cash and cash equivalents
2,511,044
1,646,669
3,872,635
3,763,880
Current liabilities
Trade and other payables
20
2,204,127
1,989,600
Lease liabilities
29
-
193,767
Deferred revenue
22
4,442,920
4,295,019
6,647,047
6,478,386
Net current liabilities
(2,774,412)
(2,714,506)
Non-current liabilities
Borrowings
23
5,462,500
4,212,500
Lease liabilities
29
-
571,505
Deferred revenue
22
-
0
7,658
5,462,500
4,791,663
Net liabilities
(6,506,133)
(6,046,921)
Equity
Called up share capital
25
9
9
Share premium account
26
29,291,814
32,691,625
Other reserves
28
302,317
339,250
Currency translation reserve
27
378,269
146,297
Retained earnings
(36,478,542)
(39,224,102)
Total equity
(6,506,133)
(6,046,921)
PEPPY HEALTH LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 15 May 2026 and are signed on its behalf by:
Dr M Pore
Director
Company registration number 11534232 (England and Wales)
PEPPY HEALTH LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 14 -
2025
2024
Notes
£
£
Non-current assets
Intangible assets
14
164,409
609,029
Property, plant and equipment
12
49,145
846,197
Investments
17
2,187,733
2,187,733
Deferred tax asset
1,515,432
-
0
3,916,719
3,642,959
Current assets
Trade and other receivables
19
1,310,375
2,292,666
Cash and cash equivalents
2,278,687
1,490,079
3,589,062
3,782,745
Current liabilities
Trade and other payables
21
1,188,345
1,388,378
Lease liabilities
-
0
193,767
Deferred revenue
4,442,920
4,295,020
5,631,265
5,877,165
Net current liabilities
(2,042,203)
(2,094,420)
Non-current liabilities
Borrowings
24
5,462,500
4,212,500
Lease liabilities
-
0
571,505
Deferred revenue
-
0
7,658
5,462,500
4,791,663
Net liabilities
(3,587,984)
(3,243,124)
Equity
Called up share capital
9
9
Share premium account
29,291,814
32,691,625
Other reserves
302,317
339,250
Retained earnings
(33,182,124)
(36,274,008)
Total equity
(3,587,984)
(3,243,124)
PEPPY HEALTH LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 15 -
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company's loss for the year was £337,336 (2024 - £6,607,333 loss).
The financial statements were approved by the board of directors and authorised for issue on 15 May 2026 and are signed on its behalf by:
15 May 2026
Dr M Pore
Director
Company registration number 11534232 (England and Wales)
PEPPY HEALTH LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
Share capital
Share premium account
Other reserves
Currency translation reserve
Retained earnings
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
9
32,585,195
1,280,876
207,950
(33,397,931)
676,099
Year ended 31 December 2024:
Loss
-
-
-
-
(6,783,165)
(6,783,165)
Other comprehensive income:
Currency translation differences
-
-
-
(61,653)
-
0
(61,653)
Total comprehensive income
-
-
-
(61,653)
(6,783,165)
(6,844,818)
Transactions with owners:
Issue of share capital
25
-
0
106,430
-
-
-
106,430
Expiry of options
-
-
(91,600)
-
91,600
-
Issue of shares on excercise of share options
-
-
(865,394)
-
865,394
-
Share options issued
-
-
15,368
-
-
15,368
Balance at 31 December 2024
9
32,691,625
339,250
146,297
(39,224,102)
(6,046,921)
Year ended 31 December 2025:
Loss
-
-
-
-
(683,661)
(683,661)
Other comprehensive income:
Currency translation differences
-
-
-
231,972
-
0
231,972
Total comprehensive income
-
-
-
231,972
(683,661)
(451,689)
Transactions with owners:
Issue of share capital
25
-
0
189
-
-
-
189
Share based payment charge
-
-
(7,713)
-
-
(7,713)
Issue of shares on exercise of share options
-
-
(29,220)
-
29,220
-
Share premium reduction
-
(3,400,000)
-
-
3,400,000
-
Balance at 31 December 2025
9
29,291,814
302,317
378,269
(36,478,542)
(6,506,133)
PEPPY HEALTH LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
Share capital
Share premium account
Other reserves
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 January 2024
9
32,585,196
1,280,876
(30,623,666)
3,242,415
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(6,607,336)
(6,607,336)
Transactions with owners:
Issue of share capital
-
0
106,429
-
-
106,429
Expiry of options
-
-
(91,600)
91,600
-
Issue of shares on exercise of share options
-
-
(865,394)
865,394
-
Share options issued
-
-
15,368
-
15,368
Balance at 31 December 2024
9
32,691,625
339,250
(36,274,008)
(3,243,124)
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
(337,336)
(337,336)
Transactions with owners:
Issue of share capital
-
0
189
-
-
189
Share based payment charge
-
-
(7,713)
-
(7,713)
Issue of shares on exercise of share options
-
-
(29,220)
29,220
-
Share premium reduction
-
(3,400,000)
-
3,400,000
-
Balance at 31 December 2025
9
29,291,814
302,317
(33,182,124)
(3,587,984)
PEPPY HEALTH LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
42
446,322
(4,122,699)
Interest paid
(706,361)
(1,638,766)
Income taxes refunded
77,971
66,273
Net cash outflow from operating activities
(182,068)
(5,695,192)
Investing activities
Purchase of property, plant and equipment
(9,570)
(115,543)
Proceeds from disposal of property, plant and equipment
637,965
-
0
Proceeds from disposal of investments
(298,995)
-
0
Interest received
7,867
220,870
Net cash generated from investing activities
337,267
105,327
Financing activities
Proceeds from issue of shares
189
106,515
Share based payment expense
(7,713)
15,368
Proceeds from new bank loans
1,250,000
4,212,500
Repayment of bank loans
-
(8,614,726)
Payment of lease liabilities
(765,272)
(2,173)
Leases interest
-
0
(19,350)
Net cash generated from/(used in) financing activities
477,204
(4,301,866)
Net increase/(decrease) in cash and cash equivalents
632,403
(9,891,731)
Cash and cash equivalents at beginning of year
1,646,669
11,600,053
Effect of foreign exchange rates
231,972
(61,653)
Cash and cash equivalents at end of year
2,511,044
1,646,669
PEPPY HEALTH LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
44
604,475
(4,323,443)
Interest paid
(706,361)
(1,638,766)
Income taxes refunded
76,737
68,669
Net cash outflow from operating activities
(25,149)
(5,893,540)
Investing activities
Purchase of property, plant and equipment
(8,702)
(114,174)
Proceeds from disposal of property, plant and equipment
636,383
-
0
Proceeds from disposal of investments
(298,995)
-
0
Interest received
7,867
220,870
Net cash generated from investing activities
336,553
106,696
Financing activities
Proceeds from issue of shares
189
106,515
Share-based payment expense
(7,713)
15,368
Proceeds from new bank loans
1,250,000
4,212,500
Repayment of bank loans
-
(8,614,726)
Payment of lease liabilities
(765,272)
(2,175)
Leases interest
-
0
(19,350)
Net cash generated from/(used in) financing activities
477,204
(4,301,868)
Net increase/(decrease) in cash and cash equivalents
788,608
(10,088,712)
Cash and cash equivalents at beginning of year
1,490,079
11,578,791
Cash and cash equivalents at end of year
2,278,687
1,490,079
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
1
Accounting policies
1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

 

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3
Basis of consolidation

 

Peppy Health Limited (the ‘Company’) is a limited company by shares incorporated in the United Kingdom. These consolidated financial statements comprise the Company and its subsidiary (collectively the ‘Group’ and individually ‘Group companies’). The Group’s principal activity are that of provision of digital healthcare services including online chats and consultations with real-life experts and content via a secure mobile app.

 

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiary. Control is achieved when the Company:

 

 

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

 

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

 

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

 

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

 

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

 

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as endorsed by the United Kingdom, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The consolidated financial statements have been prepared on a historical cost basis and in pounds sterling. All values are unrounded, except when otherwise indicated.

1.4
Going concern

 

The financial statements are prepared on a going concern basis, which assumes the Group will continue in operational existence for the foreseeable future. The Group’s ability to meet its future working capital requirements and therefore continue as a going concern is dependent upon it being able to generate significant revenues and free cash flow.true

 

The Board has reviewed forecasts to December 2028 with a variety of possible outcomes. These include the reduction of revenue to reflect possible worst case scenarios. The board considers the forecasts to be prudent and demonstrate that the business can operate within its existing cash resources.

 

Additionally, the Board has identified a series of realistically achievable actions that they are committed to taking to mitigate the rate of cash outflow should revenues not be secured as predicted. These include a reduction or delay in planned spend on variable costs and/or making use of further loan facilities.

1.5
Revenue

Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, value added tax and other sales taxes.

Other income relates to a service charge in relation to the administrative costs incurred on behalf of certain third parties. It is recognised when the right to consideration arises

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -

Digital healthcare services revenues are recognised over time, over the relevant contract term, on the basis that the customer simultaneously receives and consumes the benefits provided by the Group’s performance of the services over the contract term. Where the Group’s performance of its obligations under a contract is less than amounts received, deferred income is recognised as this is also the point where the Group transfers the benefits of the services to the end customer. Where the Group’s performance of its obligations under a contract exceeds amounts received, accrued income is recognised depending on the Group’s billing rights.

 

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

1.6
Intangible assets other than goodwill

 

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

 

An internally‑generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

 

The amount initially recognised for internally‑generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally‑generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

 

Subsequent to initial recognition, internally‑generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

 

Technology development costs are amortised evenly over their estimated useful life of three years.

Domains are amortised evenly over their useful economic lives, which is estimated at 1 year.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.7
Property, plant and equipment

 

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

 

Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Right of use asset
Over the lease term
Computers
33% on cost
Leasehold improvements
Over the lease term
1.8
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of tangible and intangible assets

At each reporting end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 24 -

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Financial assets

 

Financial assets are subsequently classified into the following specified categories:

 

 

The classification depends on the nature and purpose of the financial asset (the Group’s business model for managing the financial assets and the contractual terms of the cash flows) and is determined at the time of initial recognition.

They are measured at amortised cost if they are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Financial assets not held at amortised cost or fair value through other comprehensive income are held at fair value through profit or loss.

 

At present the Group has only financial liabilities held at amortised cost.

Impairment of financial assets

IFRS 9 requires the use of forward‑looking information to recognise expected credit losses — the “expected credit loss model”. Recognition of credit losses is not dependent on the Group first identifying a credit loss event; instead, the Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Trade and other receivables

 

The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating this, the Group uses its historical experience, external indicators and forward‑looking information to calculate the expected credit losses using a provision matrix.

 

The Group assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics based on grouping debt by days overdue.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 25 -
1.11
Financial liabilities

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements.

 

Equity instruments are any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recognised at proceeds received net of issue costs.

 

Financial liabilities are classified as either financial liabilities at fair value through profit or loss (‘FVTPL’) or financial liabilities at amortised cost, which are measured using the effective interest method.

 

At present the Group has only financial liabilities held at amortised cost.

1.12
Equity instruments

Equity of the Group comprises the following:

1.13
Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income, except that a charge attributable to an item of income or expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity, respectively.

Current tax

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 UK where the Group and Company operate and generate taxable income.

Deferred tax

Deferred tax balances are recognised in respect of all temporary differences that have originated but not reversed by the balance sheet date, except:

 

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred income tax is determined using tax rates that have been enacted or substantively enacted by the reporting date.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 26 -
1.15
Share-based payments

Equity‑settled share‑based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity‑settled share‑based transactions, which is based upon the Black‑Scholes model, are set out in note 25.

The fair value determined at the grant date of the equity‑settled share‑based payments is expensed on a straight‑line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity‑settled employee benefits reserve.

Equity‑settled share‑based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

1.16
Leases

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

 

The Group applies the short-term lease recognition exemption to its short-term leases of computer equipment & leasehold property that do not contain a purchase option.

 

It also applies the lease of low-value assets recognition exemption to leases of computer equipment that are considered to be low value that do not contain a purchase option.

 

Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

The Group as a lessee

 

The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate, 6.77%.

 

Lease payments included in the measurement of the lease liability comprise:

 

• fixed lease payments (including in substance fixed payments), less any lease incentives;

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

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

 

The lease liability is included in the ‘Loans and borrowings’ line in the Consolidated Statement of Financial Position.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 27 -

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

 

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right of use asset) whenever:

 

• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

 

The Group did not make any such adjustments during the periods presented.

 

The right of use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

 

Right‑of‑use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right‑of‑use asset reflects that the Group expects to exercise a purchase option, the related right‑of‑use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

 

The right‑of‑use assets are included in the ‘Property, Plant and Equipment’ and Right of Use Asset lines, as applicable, in the Consolidated Statement of Financial Position.

 

The Group applies IAS 36 to determine whether a right‑of‑use asset is impaired and accounts for any identified impairment loss as described in note 1.10.

 

As a practical expedient, IFRS 16 permits a lessee not to separate non‑lease components, and instead account for any lease and associated non‑lease components as a single arrangement. The Group has used this practical expedient.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 28 -
1.17
Foreign exchange

 

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non‑monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non‑monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:

 

 

For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into pounds using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non‑controlling interests as appropriate).

2
Revenue
2025
2024
£
£
Revenue analysed by class of business
Provision of services
10,580,021
9,913,719
Other income
692,471
444,711
11,272,492
10,358,430
2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
10,580,021
9,913,719
United States of America
692,471
444,711
11,272,492
10,358,430

The timing of revenue recognition for all revenue relates to services transferred over time.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Revenue
(Continued)
- 29 -

The Group's reasonable reporting segments under IFRS 8 are as follows:

 

The United Kingdom, The United States of America, Finance income, Finance costs and Head office costs. The segment revenue and profit/(loss) is equal to that shown in the income statement.

3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
44,000
42,000
For other services
Tax services
4,500
-
0
Other services
7,250
-
0
Total non-audit fees
11,750
-
0
4
Employees

The average monthly number of persons (including directors) employed by the group during the year was:

2025
2024
Number
Number
Admin staff
88
99
Directors
2
3
Total
90
102

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
6,418,400
8,504,513
Social security costs
618,067
833,175
Pension costs
395,019
524,677
7,431,486
9,862,365
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Admin staff
85
95
Directors
1
2
Total
86
97

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,523,777
7,744,661
Social security costs
618,067
833,175
Pension costs
374,222
502,266
6,516,066
9,080,102
6
Investment income
2025
2024
£
£
Interest income
Other interest receivable
7,867
220,870
7
Finance costs
2025
2024
£
£
Other interest payable
138,446
871,701
Other loan interest payable
567,915
767,065
Total interest expense
706,361
1,638,766
8
Other gains and losses
2025
2024
£
£
Loss on disposal of fixed asset investments
(298,995)
-
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Other gains and losses
(Continued)
- 31 -

During the year Peppy Health Limited made a cash investment of £298,995 in Euphoric Global Limited, and in return, received a 18.2% equity stake in the entity. The Euphoric Global Limited shares were subsequently transferred to Peppy Investment Holdings Limited, an entity outside of the Group, on 28 October 2025 for nil consideration. As no proceeds were received on transfer, the full £298,995 has been recognised as a loss on disposal.

 

9
Income tax expense
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(68,669)
Adjustments in respect of prior periods
(76,737)
-
0
Total UK current tax
(76,737)
(68,669)
Foreign taxes and reliefs
(1,234)
2,396
(77,971)
(66,273)
Deferred tax
Origination and reversal of temporary differences
(1,515,432)
-
0
Total tax (credit)
(1,593,403)
(66,273)

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

2025
2024
£
£
Loss before taxation
(2,277,064)
(6,849,438)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(569,266)
(1,712,360)
Effect of expenses not deductible in determining taxable profit
138,781
26,142
Unutilised tax losses carried forward
481,103
1,641,756
Adjustment in respect of prior years
(76,738)
(68,669)
Other differences
27,354
437
Foreign tax
(1,234)
2,396
Other movements - deferred tax
(1,593,403)
7,105
Other temporary differences not recognised
-
36,920
Taxation credit for the year
(1,593,403)
(66,273)
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
10
Discontinued operations

During the year the decision was made to discontinue the development of the Platform business, with all assets, costs and resources carved out into a new company, Euphoric Global Limited. The carve out was executed on the 16th May 2025.

The results of the discontinued business, which have been included in the income statement, were as follows:
2025
2024
£
£
Operating expenses
(1,247,111)
(1,563,633)
Loss before taxation
(1,247,111)
(1,563,633)
Net loss attributable to discontinuation
(1,247,111)
(1,563,633)
11
Property, plant and equipment
Group
Leasehold improvements
Computers
Right of use asset
Total
£
£
£
£
Cost
At 1 January 2024
-
0
156,111
-
0
156,111
Additions
56,233
59,320
767,985
883,538
At 31 December 2024
56,233
215,431
767,985
1,039,649
Additions
-
0
9,570
-
0
9,570
Disposals
(42,934)
(24,625)
(767,985)
(835,544)
At 31 December 2025
13,299
200,377
-
0
213,676
Accumulated depreciation and impairment
At 1 January 2024
-
0
80,930
-
0
80,930
Charge for the year
3,162
45,232
60,107
108,501
At 31 December 2024
3,162
126,162
60,107
189,431
Charge for the year
11,806
43,191
115,889
170,886
Eliminated on disposal
(9,796)
(11,787)
(175,996)
(197,579)
At 31 December 2025
5,172
157,566
-
0
162,738
Carrying amount
At 31 December 2025
8,127
42,811
-
50,938
At 31 December 2024
53,071
89,269
707,878
850,218
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
12
Property, plant and equipment
Company
Leasehold improvements
Computers
Right of use asset
Total
£
£
£
£
Cost
At 1 January 2024
-
0
150,413
-
0
150,413
Additions
56,233
57,941
767,985
882,159
At 31 December 2024
56,233
208,354
767,985
1,032,572
Additions
-
0
8,702
-
0
8,702
Disposals
(42,934)
(21,774)
(767,985)
(832,693)
At 31 December 2025
13,299
195,282
-
0
208,581
Accumulated depreciation and impairment
At 1 January 2024
-
0
79,731
-
0
79,731
Charge for the year
3,162
43,375
60,107
106,644
At 31 December 2024
3,162
123,106
60,107
186,375
Charge for the year
11,806
41,676
115,889
169,371
Eliminated on disposal
(9,796)
(10,518)
(175,996)
(196,310)
At 31 December 2025
5,172
154,264
-
0
159,436
Carrying amount
At 31 December 2025
8,127
41,018
-
49,145
At 31 December 2024
53,071
85,248
707,878
846,197
13
Intangible assets
Group
Development costs
£
Cost
At 1 January 2024
3,268,870
At 31 December 2024
3,268,870
At 31 December 2025
3,268,870
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Intangible assets
Group
(Continued)
- 34 -
Amortisation and impairment
At 1 January 2024
1,553,931
Charge for the year
734,428
Impairment loss
371,482
At 31 December 2024
2,659,841
Charge for the year
444,620
At 31 December 2025
3,104,461
Carrying amount
At 31 December 2025
164,409
At 31 December 2024
609,029
At 31 December 2023
1,714,939
14
Intangible assets
Company
Development costs
£
Cost
At 1 January 2024
3,268,870
At 31 December 2024
3,268,870
At 31 December 2025
3,268,870
Amortisation and impairment
At 1 January 2024
1,553,931
Charge for the year
734,428
Impairment loss
371,482
At 31 December 2024
2,659,841
Charge for the year
444,620
At 31 December 2025
3,104,461
Carrying amount
At 31 December 2025
164,409
At 31 December 2024
609,029
At 31 December 2023
1,714,939
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
15
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
£
£
In respect of:
Intangible assets
-
0
371,482
Recognised in:
Administrative expenses
-
371,482
16
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Peppy Health Corporation
1209 Orange Street, Wilmington, DE, 19801, United States
Ordinary
100.00
17
Investments
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
-
0
-
0
2,187,733
2,187,733
Investment in subsidiary undertakings
The principal activity of Peppy Health Corporation is that of provision of healthcare services.
Movements in non-current investments
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2025
2,187,733
-
2,187,733
Additions
-
298,995
298,995
Disposals
-
(298,995)
(298,995)
At 31 December 2025
2,187,733
-
2,187,733
Carrying amount
At 31 December 2025
2,187,733
-
2,187,733
At 31 December 2024
2,187,733
-
2,187,733
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 36 -
18
Trade and other receivables
Group
2025
2024
£
£
Trade receivables
372,300
845,640
Tax recoverable
72,776
232,586
Other receivables
687,956
618,947
Prepayments
228,559
420,038
1,361,591
2,117,211
19
Trade and other receivables
Company
2025
2024
£
£
Trade receivables
360,725
845,638
Tax recoverable
72,776
232,586
Amounts owed by fellow group undertakings
642,337
669,516
Other receivables
40,300
226,521
Prepayments
194,237
318,405
1,310,375
2,292,666

Within other receivables is £Nil (2024 - £176,772) relating to a long term lease deposit. This balance is recoverable in more than 12 months after the balance sheet date and so is a non-current debtor balance

20
Trade and other payables
Group
2025
2024
£
£
Trade payables
112,960
234,272
Accruals
584,569
720,844
Social security and other taxation
683,448
566,253
Other payables
823,150
468,231
2,204,127
1,989,600
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 37 -
21
Trade and other payables
Company
2025
2024
£
£
Trade payables
109,207
205,850
Accruals
395,690
611,919
Social security and other taxation
683,448
563,857
Other payables
-
6,752
1,188,345
1,388,378
22
Deferred revenue
2025
2024
£
£
Arising from revenue contracts for provision of services
4,442,920
4,302,677

Deferred revenues are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
4,442,920
4,295,019
Non-current liabilities
-
0
7,658
4,442,920
4,302,677
23
Borrowings
Group
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Bank loans
5,462,500
4,212,500

At the reporting date, the company had a revolving credit facility with NatWest Bank of £6,500,000 (2024: £8,500,000), of which £5,462,500 was outstanding at year end. The facility is secured by a debenture creating fixed and floating charges over all company assets. The facility is repayable from August 2026 depending on the level of remaining commitment. Quarterly repayments start at £250,000 and increase to £510,000 from May 2027. The facility expires in August 2028.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 38 -
24
Borrowings
Company
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Bank loans
5,462,500
4,212,500

At the reporting date, the company had a revolving credit facility with NatWest Bank of £6,500,000 (2024: £8,500,000), of which £5,462,500 was drawn down during the year. The facility is secured by a debenture creating fixed and floating charges over all company assets. The facility is repayable from August 2026, with quarterly repayments starting at £250,000 and increasing to £510,000 from May 2027. The facility expires in August 2028.

 

25
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.0001p each
3,734,405
3,588,227
4
4
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Series A1 Preferred Shares of 0.0001p each
1,305,167
1,305,167
1
1
Series A2 Preferred Shares of 0.0001p each
140,441
140,441
-
-
Series B1 Preferred Shares of 0.0001p each
1,301,113
2,168,528
1
2
Series B2 Preferred Shares of 0.0001p each
993,571
993,571
1
1
Series B3 Preferred Shares of 0.0001p each
867,415
-
1
-
Series Seed Preferred Shares of 0.0001p each
903,484
903,484
1
1
5,511,191
5,511,191
5
5
Preference shares classified as equity
5
5
Total equity share capital
9
9
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
25
Share capital
(Continued)
- 39 -

During the year ended 31 December 2025, 146,178 ordinary shares of £0.000001 each, with a total nominal value of £0.16 were issued.

 

As at 31 December 2024, the Company had seven classes of shares in issue: Ordinary Shares, Series Seed Preferred Shares, Series A1 and A2 Preferred Shares, and Series B1, B2 and B3 Preferred Shares.

 

All share classes carry equal voting rights. On a sale or winding-up, Series B Preferred Shares rank first in priority of return of capital, followed by Series A Preferred Shares, then Series Seed Preferred Shares, with Ordinary Shares ranking last. The liquidation preferences applicable to each Preferred Share class are fixed and are set out in the Company's Articles of Association. Dividends may be paid at the discretion of the Board with Investor Majority Consent and are distributed pro rata among all Equity Shareholders as if they constituted a single class.

 

On 28 October 2025, a variation of rights was performed pursuant to which the rights attaching to the Series B3 Preferred Shares were formally recorded. The Series B3 Preferred Shares rank within the Series B Preferred Share class and carry the same voting, dividend and liquidation rights as the other Series B Preferred Shares.

26
Share premium account
2025
2024
£
£
At the beginning of the year
32,691,625
32,585,196
Issue of new shares
189
106,429
Other movements
(3,400,000)
-
At the end of the year
29,291,814
32,691,625

The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

 

During the year, the Company transferred 45,250 shares in Euphoric Global Limited to Peppy Investment Holdings Limited ("PIHL") for nil consideration at a fair value of £3.4m. The share premium account was reduced by £3.4m and credited to retained earnings. This reclassification had no impact on total equity.

27
Currency translation reserve
2025
2024
£
£
At the beginning of the year
146,297
207,950
Translation gain/(loss) arising in the year
231,972
(61,653)
At the end of the year
378,269
146,297

The foreign exchange reserve includes exchange differences arising on translation of investments in overseas subsidiaries.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 40 -
28
Other reserves
2025
2024
£
£
At the beginning of the year
339,250
1,280,876
Other movements
(36,933)
(941,626)
At the end of the year
302,317
339,250

The cumulative value of services provided by the group’s employees under share‑based payment arrangements where those arrangement’s give rights to equity instruments in Peppy Health Limited

29
Lease liabilities

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
-
193,767
Non-current liabilities
-
571,505
-
765,272

The group entered into a long term lease in the prior year. In the current year this was cancelled therefore there is no outstanding lease liability as at 31 December 2025.

30
Financial Instruments - fair value and risk management
The following table shows the carrying amounts and fair value of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. All financial assets and liabilities are level 1 instruments.
Financial assets not measured at fair value
Carrying amount
Amortised cost
Total
2025
2024
2025
2024
£
£
£
£
Trade and other receivables
1,361,591
2,117,211
1,361,591
2,117,211
Cash and cash equivalents
2,511,044
1,646,669
2,511,044
1,646,669
3,872,635
3,763,880
3,872,635
3,763,880
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
30
Financial Instruments - fair value and risk management
(Continued)
- 41 -
Financial liabilities not measured at fair value
Carrying amount
2025
2024
2025
2024
£
£
£
£
Secured loans
5,462,500
4,212,500
5,462,500
4,212,500
Trade and other payables
6,647,047
7,057,549
6,647,047
7,057,549
12,109,547
11,270,049
12,109,547
11,270,049
31
Financial risk management objectives

The Group is exposed through its operation to the following financial risks: credit risk, interest rate risk, foreign exchange risk and liquidity risk. Risk management is carried out by the Directors of the Group. The Group uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.

32
Foreign exchange risk

Foreign exchange risk arises when the Group enters into transactions in a currency other than its functional currency. The Group’s policy is, where possible, to settle liabilities denominated in a currency other than its functional currency with cash already denominated in that currency.

33
Interest rate risk management

Interest rate risk is the risk the Group is exposed to via its disclosed loans. The Group utilises cash forecasting, credit control and monthly loan repayments to mitigate the interest risk it is exposed to.

34
Market risk
Market risk management

The Group had minimal market risk at the year end with no securities held. Management are exploring options as to how best mitigate market risk should it arise moving forward.

35
Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. In order to minimise this risk, the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the carrying value of its financial receivables, trade and other receivables and cash and cash equivalents as disclosed in the notes to the financial statements.

Credit risk also arises on cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating “B+” are accepted. Currently all financial institutions whereby the Group holds significant levels of cash are rated from AA‑ to A+.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 42 -
36
Liquidity risk

The Group seeks to maintain cash balances sufficient to meet its day‑to‑day financial obligations.

Management reviews cash flow forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.

 

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 43 -
37
Share-based payments
The company operates an equity settled Enterprise Management Incentive (EMI) Share Option Scheme. The options are granted with a fixed exercise price determined at the grant of option. The options vest over a period of up to 4 years following the date of the grant. The options are exercisable until up to the 10th anniversary from the date of grant. Employees are not entitled to dividends until the shares are exercised. Vesting of options is subject to continued employment with the company.

The company also operates an Unapproved Share Option Scheme. The options are granted with a fixed exercise price determined at the grant of the option. the options vest a period of up to 4 years following the date of the grant. The options are exercisable until up to the 10th anniversary from the date of grant.

The fair value is based upon the Black-Scholes model which is a well-accepted model for the valuation of share options where there are no market conditions attached. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

 

During the year 164,484 EMI and Non-EMI share options lapsed due to employees leaving the company prior to vesting. These lapsed options are excluded from options at year-end. No expense reversal was recognised to these lapsed options.

 

During the prior year 103,078 EMI and Non-EMI share options lapsed due to employees leaving the company prior to vesting. These lapsed options are excluded from options at year-end. No expense reversal was recognised to these lapsed options.

 

The exercise prices of EMI share options granted, exercised, lapsed or outstanding during the year ranged from £0.000001 to £0.87 (2024: £0.000001 to £0.84) For Non-EMI share options, exercise prices across the same categories ranged from £0.000001 to £2.87 (2024: £0.000001 to £2.87) .

Movements in share options during the year - EMI
The following reconciles the share options (EMI) outstanding at the beginning and end of the year:
Number of share options
Average exercise price
2025
2024
2025
2024
£
£
Outstanding at 1 January 2025
254,295
605,207
0.40
0.38
Granted in the period
275,756
160,037
-
-
Exercised in the period
(144,080)
(416,610)
-
0.26
Expired in the period
(133,237)
(94,339)
0.32
0.23
Outstanding at 31 December 2025
252,734
254,295
0.20
0.40
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
37
Share-based payments
(Continued)
- 44 -
Movements in share options during the year - Non-EMI
The following reconciles the share options (Non-EMI) outstanding at the beginning and end of the year:
Number of share options
Average exercise price
2025
2024
2025
2024
£
£
Outstanding at 1 January 2025
85,067
62,005
1.40
2.33
Granted in the period
21,671
33,760
-
-
Forfeited in the period
-
-
-
-
Exercised in the period
(2,098)
(1,959)
-
0.27
Expired in the period
(31,247)
(8,739)
1.20
2.87
Outstanding at 31 December 2025
73,393
85,067
1.08
1.40
PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 45 -
38
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out within the employee note in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2025
2024
£
£
Salary
806,424
587,173
Post-employment benefits
22,293
10,246
828,717
597,419

The highest paid director received £169,850 (2024: £200,004) including £6,440 (2024: £9,996) of pension contributions.

Other information

Balances and transactions between the Company and its subsidiaries, which are related parties of the

Company, have been eliminated on consolidation and are not disclosed in this note.

 

Details of transactions between the Company and its related parties are disclosed below. In accordance with accounting standards and regulatory requirements, the Company discloses that Kylie Hendrikse was contracted by the Company and received compensations for their services rendered totalling £28,152 (2024: £49,044). Evan Harris (Former Director) has a relationship with Kylie Hendrikse as spouse. The compensation provided to Kylie Hendrikse is consistent with the Companies compensation provided to Kylie Hendrikse is reasonable and appropriate for the services rendered.

 

The Euphoric Global Limited shares were subsequently transferred to Peppy Investment Holdings Limited, an entity outside of the Group but with common directorship, on 28 October 2025 for nil consideration.

39
Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately to those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £315,019 (2024: £524,677). Contributions totalling £Nil (2024: £19,737) were payable to the fund at the reporting date from the Group and company, and are included in creditors. The pension cost charge for the Company amounted to £395,019 (2024: £502,266).

40
Capital risk management

The group is not subject to any externally imposed capital requirements.

41
Events after the reporting date

On the 9th January 2026 and 8th April 2026, 15,921 ordinary shares of £0.000001 each, with a total nominal value of £0.01 were issued.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 46 -
42
Cash generated from/(absorbed by) group operations
2025
2024
£
£
Loss before income tax from:
Continuing operations
(1,029,953)
(5,285,807)
Discontinued operations
(1,247,111)
(1,563,633)
Loss for the year before taxation
(2,277,064)
(6,849,440)
Adjustments for:
Finance costs
706,361
1,638,766
Investment income
(7,867)
(220,870)
Amortisation and impairment of intangible assets
444,620
1,105,910
Depreciation and impairment of property, plant and equipment
170,886
108,500
Loss on sale of investments
298,995
-
Movements in working capital:
Decrease/(increase) in trade and other receivables
755,621
(506,437)
Increase in trade and other payables
214,527
339,179
Increase in deferred revenue outstanding
140,243
261,693
Cash generated from/(absorbed by) operations
446,322
(4,122,699)
43
Fair value of financial liabilities

Except as detailed below, the directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

PEPPY HEALTH LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 47 -
44
Cash generated from/(absorbed by) operations
2025
2024
£
£
Loss before income tax from:
Continuing operations
(682,394)
(5,112,373)
Discontinued operations
(1,247,111)
(1,563,633)
Loss for the year before taxation
(1,929,505)
(6,676,006)
Adjustments for:
Finance costs
706,361
1,638,766
Investment income
(7,867)
(220,870)
Amortisation and impairment of intangible assets
444,620
1,105,910
Depreciation and impairment of property, plant and equipment
169,371
106,644
Loss on sale of investments
298,995
-
Movements in working capital:
Decrease/(increase) in trade and other receivables
982,291
(461,558)
Decrease in trade and other payables
(200,033)
(78,023)
Increase in deferred revenue outstanding
140,242
261,694
Cash generated from/(absorbed by) operations
604,475
(4,323,443)
2025-12-312025-01-01falseCCH SoftwareCCH Accounts Production 2026.100K K ChongE B HarrisDr_New M PoreM H Trotter-LandryJ WilsonS LinN S Navarre 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