Diligencia Group Limited - Filleted accounts


DILIGENCIA GROUP LIMITED

UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025



































Company Registration Number: 15201769

DILIGENCIA GROUP LIMITED

UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


CONTENTS									PAGES



Company information									1

Balance sheet									2 to 3

Notes to the financial statements									4 to 9

DILIGENCIA GROUP LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2025


DIRECTOR

N Bakkali


SECRETARY

The company does not have an appointed secretary


REGISTERED OFFICE

Summertown Pavilion
18-24 Middle Way
Summertown
Oxford
OX2 7LG


COMPANY REGISTRATION NUMBER

15201769 England and Wales

DILIGENCIA GROUP LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2025



	Notes	2025		2024
					(As restated - Note 4)
		£		£

FIXED ASSETS
Investments	6		6,354,176			6,281,278

CURRENT ASSETS
Debtors	7	1		1

CREDITORS: Amounts falling due within one year	8	228,906		292,904
CREDITORS: Amounts falling due within one year


NET CURRENT LIABILITIES			(228,905)			(292,903)


TOTAL ASSETS LESS CURRENT LIABILITIES			6,125,271			5,988,375

CREDITORS: Amounts falling due after more than one year	9		693,983			898,200
CREDITORS: Amounts falling due after more than one year


NET ASSETS			5,431,288			5,090,175


CAPITAL AND RESERVES
Called up share capital			12,888			12,888
Merger reserve			4,589,915			4,589,915
Distributable profit and loss account			755,587			487,372
Share options reserve	11		72,898			-


SHAREHOLDERS' FUNDS			5,431,288			5,090,175

DILIGENCIA GROUP LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2025



These accounts have been prepared and delivered in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006 and in accordance with the provisions of FRS 102 Section 1A - small entities.

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006.

Members have not required the company to obtain an audit in accordance with section 476 of the Act.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

As permitted by S444 (5A) of the Companies Act 2006 the directors have not delivered to the Registrar a copy of the company’s Profit and Loss Account or Directors Report.


Signed on behalf of the board




N Bakkali
Director

Date approved by the board: 9 July 2026

DILIGENCIA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


1	GENERAL INFORMATION

	Diligencia Group Limited is a private company limited by shares and incorporated in England and Wales. Its registered office is:

	Summertown Pavilion
	18-24 Middle Way
	Summertown
	Oxford
	OX2 7LG

	The financial statements are presented in Sterling, which is the functional currency of the company.

2	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Basis of preparation of financial statements

	These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 Section 1A smaller entities 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS 102') and the Companies Act 2006.

	Going concern

	The accounts have been drawn up on the going concern basis. The company has outstanding loan notes totalling £916,782 owing to existing and previous shareholders which are due to be repaid by 2028 and 2030. The company is therefore reliant on the continued support of its subsidiary company to finance these repayments. The director does not believe that the support of the subsidiary company will be withdrawn.

	If the going concern basis was not appropriate, adjustments would have to be made to reduce the value of assets to their recoverable amounts, to provide for additional liabilities that might arise and to reclassify fixed assets as current assets.


	Investments

	Investments in subsidiaries are shown at cost less accumulated impairment losses.

DILIGENCIA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued…)

	Financial Instruments

	A financial asset or financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

	The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

	Where investments in non-derivative financial instruments are publicly traded, or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value through the profit and loss account.

	Basic financial assets and financial liabilities are initially recognised at transaction price and measured at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction. They are subsequently carried at their amortised cost using the effective interest rate method, less any provision for impairment. If the effect of the time value of money is immaterial, they are measured at cost less impairment.

	Basic financial assets and liabilities which are measured at cost or amortised cost are reviewed for objective impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the profit and loss account immediately.

Any reversals of impairment are recognised in the profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset or liability which exceeds what the carrying amount would have been had the impairment loss not previously been recognised.


	Financing transactions are measured at the present value of the future receipts discounted at a market rate of interest. They are subsequently measured at amortised costs using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

	Debtors

	Short term debtors are measured at transaction price, less any impairment.

	Creditors

	Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and subsequently at amortised cost.

DILIGENCIA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


2	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued…)

	Taxation

	Taxation expense represents the aggregate amount of current tax and deferred tax recognised in the reporting period.

	A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods based on current tax rates and laws. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period.

	Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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 taxable profits.

	Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

	Current and deferred tax assets and liabilities are not discounted.

	Consolidation

	The company is a parent company subject to the small companies regime. The company and its subsidiaries comprise a small group. The company has therefore taken advantage of the option provided by section 399 of the Companies Act 2006 not to prepare group accounts.

	Share-based payments

	Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

	When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.


3	CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

	The director has made key assumptions in determining the fair value of share based payments.

DILIGENCIA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


4	RESTATEMENT OF COMPARATIVES

During the preparation of these accounts, it was discovered that the dividend income reported in the accounts for the period ended 31 December 2024 had been overstated by £62,081. The comparative figures have therefore been restated as follows:

	Other creditors (Note 8)	Income from group undertakings		Capital & reserves
	£		£	£

As previously stated	228,323		552,253	5,152,256

Overstatement of dividend income	62,081		(62,081)	(62,081)


As restated	290,404		490,172	5,090,175


5	EMPLOYEES

	The average number of persons employed by the company (including the director) during the year / period was:

		2025		2024
	Average number of employees	1		2


6	FIXED ASSET INVESTMENTS
			Investment in subsidiaries
			£
	Cost
	At 1 January 2025		6,281,278

	Additions		72,898


	At 31 December 2025		6,354,176


	Net book value
	At 1 January 2025		6,281,278


	At 31 December 2025		6,354,176

DILIGENCIA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


7	DEBTORS
			2025	2024
			£	£
	Other debtors		1	1


8	CREDITORS: Amounts falling due within one year
			2025	2024
				(As restated - Note 4)
			£	£
	Accruals and deferred income		2,500	2,500
	Other creditors		226,406	290,404


			228,906	292,904


9	CREDITORS: Amounts falling due after more than one year
			2025	2024
			£	£
	Other creditors		693,983	898,200


	Analysis of creditors falling due after more than five years:
			2025	2024
	Aggregate of instalments which fall due for repayment after five years:		£	£
	Debentures, loan stocks and other loans		-	107,000


10	RELATED PARTY TRANSACTIONS

	The company has claimed exemptions from reporting disclosure of related party transactions with the following wholly owned group members:

	Diligencia Consulting Limited	Subsidiary company
	Diligencia Data S.A.R.L.A.U	Fellow group company

DILIGENCIA GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


11	SHARE BASED PAYMENTS

	The company operates an equity settled share based payment plan for certain employees in the company's direct subsidiary using the Enterprise Management Incentive (EMI) scheme framework.

	Each employee in the scheme has been awarded an option to acquire ordinary shares in the company over a vesting period. The conditions of the agreement require the employee to remain employed by the company throughout this period and options can only be exercised upon a change of ownership of the group. The maximum term of the options is 10 years from the grant date.


	Brought forward	Additions	Exercised	Lapsed	Carried Forward
Quantity	91,975	-	-	(20,000)	71,975
Average exercise price (£)	1.38			1.38	1.38

During the year, the Group operated an equity-settled share option scheme under the EMI framework. Options were granted to eligible employees of the company's subsidiary during 2024. The fair value at the date of grant has been measured using the Black-Scholes option pricing model. The amount recognised in relation to EMI options during the period was £72,898 (2024: £Nil) and has been accounted for as an increase to the cost of investment in the subsidiary. The cumulative amount recognised in the share option reserve at 31 December 2025 was £72,898 (2024: £Nil).