REGISTERED NUMBER: 09453605 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

POWER2MOTIVATE UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

R A Purdy

B Cameron

K Ireland

G Le Ber

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

09453605 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

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

REVIEW OF BUSINESS

Net revenue increased year-over-year (£15,176k in 2025 compared to £11,587k in 2024), primarily driven by net new client additions. The revenue mix shifted toward cash rewards versus merchandise, aligning with recent consumer behaviour trends.

Operating expenses increased primarily due to merit increases and higher intercompany management fees.

Net income as a percentage of revenue decreased from 2.7% to 2.5% due to the impact of stock options, transfer pricing and income taxes, which offset revenue gains.

Cash increased to £1,807k from £1,193k primarily due to an increase in intercompany transfer pricing entries not settled within the period. Revenue recognition changes around points issuance clients increased deferred revenue compared to the prior year.

PRINCIPAL RISKS AND UNCERTAINTIES

Risks and uncertainties include, but not limited to: Redemption Cost Inflation & Fulfilment-Economics Risk, Breakage Variability & Forecasting Risk, Reward Supply-Chain Disruption, Partner Concentration & Dependency Risk, Consumer Engagement Decline & Member Dissatisfaction Risk, Fraud, Abuse & Cybersecurity Risk, Technology Platform Reliability & Digital Infrastructure Risk, Data Governance, Privacy & Consumer Protections Risk, Competitive Pricing Dynamics, Market Saturation & Margin Compression Risk, Macroeconomic & Geoeconomic Instability Risk, Foreign Exchange Exposure Risk.

KEY PERFORMANCE INDICATORS

Critical key performance indicators include net reward margin, net revenue margin, gross profit margin, expense to revenue ratios by department, EBITDA margin, and rule of 40.

Gross margin fell from 16.3% to 14.8% and net revenue margin fell from 2.7% to 2.5%.

ON BEHALF OF THE BOARD:

K Ireland - Director

6 May 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

R A Purdy has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

M Robinson - resigned 12 May 2025

R T Matthews - resigned 12 May 2025

S Browne - appointed 5 February 2025 - resigned 2 July 2025

B Cameron - appointed 12 May 2025

K Ireland - appointed 5 February 2025

G Le Ber - appointed 12 May 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

K Ireland - Director

6 May 2026

Opinion

We have audited the financial statements of Power2Motivate UK Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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.

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 company's ability to continue as a going concern for a period of at least twelve months and one day 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 any matters in the Strategic Report or the Report of the Directors that are inconsistent with our overall view of the financial statements.

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

-	adequate accounting records have not been kept, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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:

Identifying and assessing potential irregularities, including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration.

Enquiring of management concerning policies and procedures relating to:

1. Complying with laws and regulations and whether there were any instances of non-compliance;

2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud.

Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud:

1. Management override;

2. Revenue recognition.

Discussing with the engagement team the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law.

Audit response to the risks identified

As noted above, we identified management override and revenue recognition as the matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following:

1. Reviewing the nominal ledger and journal entries in the year and investigating large or unusual transactions, including verifying access controls for posting journals;

2. Performing a detailed sales test of detail including reviewing customer contracts and cut off testing to ensure that revenue is recognised in the correct period.

Further, we also identified compliance with the Companies Act 2006, UK tax legislation and UK employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following:

1. Review the disclosures in the financial statements through completion of a disclosure checklist and testing supporting documentation to assess compliance with the Companies Act 2006;

2. Safeguard review of financial statements by a qualified person not on the engagement team;

3. Safeguard review of tax computations by a person qualified as a CTA or equivalent, not on the engagement team;

4. Completing a detailed corporation tax checklist;

5. Checking a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with employment law.

The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Hayden Sym (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

20 May 2026

TURNOVER

3

15,176,164

11,587,193

Cost of sales

12,926,947

9,693,495

GROSS PROFIT

2,249,217

1,893,698

Administrative expenses

1,746,308

2,062,811

502,909

(169,113

)

Other operating income

103,682

582,738

OPERATING PROFIT and

PROFIT BEFORE TAXATION

606,591

413,625

Tax on profit

6

221,087

106,425

PROFIT FOR THE FINANCIAL YEAR

385,504

307,200

PROFIT FOR THE YEAR

385,504

307,200

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

385,504

307,200

CURRENT ASSETS

Debtors

8

4,444,597

4,383,260

Cash at bank

1,807,278

1,193,389

6,251,875

5,576,649

CREDITORS

Amounts falling due within one year

9

4,847,963

4,815,205

NET CURRENT ASSETS

1,403,912

761,444

TOTAL ASSETS LESS CURRENT LIABILITIES

1,403,912

761,444

CAPITAL AND RESERVES

Called up share capital

11

100

100

Other reserves

12

256,964

-

Retained earnings

12

1,146,848

761,344

SHAREHOLDERS' FUNDS

1,403,912

761,444

The financial statements were approved by the Board of Directors and authorised for issue on 6 May 2026 and were signed on its behalf by:

K Ireland - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2024

100

454,144

-

454,244

Changes in equity

Total comprehensive income

-

307,200

-

307,200

Balance at 31 December 2024

100

761,344

-

761,444

Changes in equity

Total comprehensive income

-

385,504

256,964

642,468

Balance at 31 December 2025

100

1,146,848

256,964

1,403,912

Cash flows from operating activities

Cash generated from operations

1

913,026

27,071

Tax paid

(377,592

)

(57,562

)

Net cash from operating activities

535,434

(30,491

)

Cash flows from investing activities

Purchase of tangible fixed assets

-

(1,161

)

Net cash from investing activities

-

(1,161

)

Cash flows from financing activities

Movement in group balances

78,455

(2,405,100

)

Net cash from financing activities

78,455

(2,405,100

)

Increase/(decrease) in cash and cash equivalents

613,889

(2,436,752

)

Cash and cash equivalents at beginning of year

2

1,193,389

3,630,141

Cash and cash equivalents at end of year

2

1,807,278

1,193,389

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Profit before taxation

606,591

413,625

Depreciation charges

-

1,371

Share options charge

256,964

-

863,555

414,996

Increase in trade and other debtors

(10,258

)

(687,820

)

Increase in trade and other creditors

59,729

299,895

Cash generated from operations

913,026

27,071

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,807,278

1,193,389

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,193,389

3,630,141

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

1,193,389

613,889

1,807,278

1,193,389

613,889

1,807,278

Total

1,193,389

613,889

1,807,278

1.	STATUTORY INFORMATION

Power2Motivate UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has obtained a letter of support from an intermediate parent company, Carlton One Engagement Corporation, ensuring financial support for the company to meet its liabilities, as they fall due, for a period of at least 12 months and 1 day following the signing of the audit report attached to these accounts. Consequently, the directors have prepared these financial statements on a going concern basis.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Turnover

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

When the company sells points to their customers, these points are issued to the clients' employees and revenue is recognised when points are used.

In the year ended 31 December 2024 this type of revenue was recognised when points were issued, this was based on margin analysis for past margins which determined the revenue recognised. There is no material change in revenue as a result of this change.

Revenue from promotions, marketing and support services are recognised when the service is performed. This is usually the maintenance of platform revenue.

Tangible fixed assets

Tangible fixed assets are initially measured at cost. Depreciation is provided at the following annual rates in

order to write off each asset over its estimated useful life:

Fixtures and fittings

- 67% reducing balance

Computer equipment

- 67% reducing balance for general life IT assets

-100% straight line basis for low-value IT assets

Financial instruments

Financial Instruments as covered by Section 11 of FRS 102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS 102.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payments

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the options, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.12.25

31.12.24

£

£

Point redemptions

13,839,215

10,571,956

Other

1,336,949

1,015,237

15,176,164

11,587,193

4.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

1,259,698

1,333,653

Social security costs

150,577

176,256

Other pension costs

27,214

28,260

1,437,489

1,538,169

The average number of employees during the year was as follows:

31.12.25

31.12.24

Sales & account managers

14

10

31.12.25

31.12.24

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.25

31.12.24

£

£

Other operating leases

35

220

Depreciation - owned assets

-

1,371

Auditors' remuneration

36,359

23,714

Foreign exchange differences

(171,697

)

92,133

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

221,087

106,425

Tax on profit

221,087

106,425

UK corporation tax has been charged at 25% .

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25

31.12.24

£

£

Profit before tax

606,591

413,625

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

151,648

103,406

Effects of:

Expenses not deductible for tax purposes

69,439

2,966

Depreciation in excess of capital allowances

-

53

Total tax charge

221,087

106,425

The corporation tax rates that will be applicable to the Company in future periods are determined by the UK government and are subject to change based on legislation enacted by the government. As a result, the actual tax rates and the resulting tax liabilities for future periods may differ from the rates used in the preparation of the tax return and financial statements for the year ended 31 December 2025.

7.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2025

1,049

11,486

12,535

Disposals

(1,049

)

(11,486

)

(12,535

)

At 31 December 2025

-

-

-

DEPRECIATION

At 1 January 2025

1,049

11,486

12,535

Eliminated on disposal

(1,049

)

(11,486

)

(12,535

)

At 31 December 2025

-

-

-

NET BOOK VALUE

At 31 December 2025

-

-

-

At 31 December 2024

-

-

-

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

1,211,096

1,354,122

Amounts owed by group undertakings

2,801,907

2,808,359

Other debtors

177,323

66,339

Tax

57,531

-

Prepayments and accrued income

196,740

154,440

4,444,597

4,383,260

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

6,240

24,693

Amounts owed to group undertakings

3,425,548

3,353,545

Tax

-

98,974

Social security and other taxes

37,610

-

VAT

279,307

204,054

Other creditors

630,345

870,317

Accruals and deferred income

468,913

263,622

4,847,963

4,815,205

10.	SECURED DEBTS

At the reporting date, there is a financial debenture subject to both fixed and floating charges in favour of The Bank of Nova Scotia. The secured debt contains negative pledge, restricting the company from creating further security over its assets without the lender's prior consent.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

100

Ordinary

£1

100

100

All shares carry full and equal rights to vote, received dividends, and share in capital distribution, including on winding up. The ordinary shares are not redeemable.

12.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 January 2025

761,344

-

761,344

Profit for the year

385,504

385,504

Share option charge

-

256,964

256,964

At 31 December 2025

1,146,848

256,964

1,403,812

Other reserves relate entirely to share based payment transactions.