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Registered number: 16013211 VERTEX AGILITY INTERNATIONAL LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
VERTEX AGILITY INTERNATIONAL LIMITED COMPANY INFORMATION
Directors | M Beard
| R Booth
| R Cook
Registered number | 16013211
Registered office | Hillier Hopkins LLP
| First Floor, Radius House
| Watford
| Hertfordshire
| WD17 1HP
Independent auditors | Hillier Hopkins LLP
| Chartered Accountants & Statutory Auditor
| First Floor
| Radius House
| 51 Clarendon Road
| Watford
| Hertfordshire
| WD17 1HP
VERTEX AGILITY INTERNATIONAL LIMITED CONTENTS
| Page
Group strategic report | 1 - 4
Directors' report | 5 - 6
Independent auditors' report | 7 - 11
Consolidated statement of income and retained earnings | 12
Consolidated balance sheet | 13
Company balance sheet | 14
Consolidated statement of cash flows | 15
Consolidated analysis of net debt | 16
Notes to the financial statements | 17 - 34
VERTEX AGILITY INTERNATIONAL LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the period ended 31 December 2025. The company was incorporated on 29 October 2024 and the financial statements have been prepared for a 14 month period.
Business review
Vertex Agility International Limited (the “Group”) is an international technology consulting and workforce solutions business specialising in software engineering, cloud, data and digital transformation services. The Group supports enterprise clients across financial services, technology, professional services and online platforms through a combination of agile delivery teams, specialist consulting capability and international resource solutions. The Group operates through a blended nearshore and offshore delivery model, enabling clients to scale high-quality engineering capability efficiently across multiple jurisdictions. The Group operates principally through three core businesses: • Vertex Solutions International Limited (“VSIL”), the Group’s principal UK operating company and client-facing consulting entity; • Vertex Agility Limited (“VAL”), focused on specialist delivery and contractor engagement services; and • Vertex Solutions sp. z o.o., the Group’s European delivery centre based in Poland. Together, these operations provide the Group with a scalable international delivery capability supporting multinational clients across the United Kingdom and Europe.
Principal risks and uncertainties
The directors continue to monitor a range of commercial and operational risks affecting the Group and the wider technology consulting market. Key areas of focus include: • broader macroeconomic conditions and client spending patterns; • competition within the international technology services market; • contractor and talent availability; • foreign exchange exposure relating to international operations; and • evolving technology and AI-driven disruption across the sector. The directors believe the Group’s diversified client base, international delivery capability, strong operational controls and flexible cost structure position the business well to manage these risks effectively. Page 1
VERTEX AGILITY INTERNATIONAL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
Financial key performance indicators
The directors are pleased to report that 2025 was a year of strong strategic progress and materially improved profitability for the Group. While broader market conditions across the technology consulting sector remained challenging during the year, the Group continued to execute successfully against its strategy of improving delivery quality, increasing operational efficiency and focusing on higher-value client engagements. The Group delivered a substantial increase in profitability during 2025, supported by: • improved gross margin quality; • tighter operational controls; • continued expansion of the Group’s European delivery capability; and • a strategic focus on long-term client relationships and managed delivery programmes. VSIL delivered a particularly strong improvement in operating performance during the year. Although revenue reduced compared to the prior year as the business deliberately exited lower-margin engagements, profitability increased significantly as a result of improved contract quality, enhanced delivery efficiency and a substantial reduction in overhead costs. Administrative expenses reduced materially during the period, demonstrating the success of the Group’s operational efficiency programme and disciplined cost management approach. VAL continued to operate profitably throughout the year and maintained a focused operating model centred around a select portfolio of strategic customer relationships. The company generated healthy margins and continued to contribute positively to Group profitability and working capital generation. The Group’s Polish operation delivered an exceptional performance during 2025, with strong revenue and profit growth year-on-year. The business continued to scale its engineering and contractor delivery capability while expanding relationships with several international clients. Poland remains a strategically important delivery hub for the Group and provides a highly scalable operational platform for future European growth. Across the Group, the directors remained focused on maintaining a strong balance sheet and prudent cash management. The Group ended the year with significantly strengthened retained earnings and improved operational efficiency, providing a solid platform for continued investment and expansion. Page 2
VERTEX AGILITY INTERNATIONAL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
Strategic Development
During 2025, the Group continued its transition toward a more integrated technology consulting and managed delivery model. Key strategic initiatives during the year included: Managed Services and Outcome-Based Delivery The Group continued to evolve its service offering beyond traditional resource augmentation toward higher-value managed services and outcome-based delivery engagements. This included increased focus on project-based delivery, agile engineering teams and embedded technology consulting capability. This strategic shift has improved both margin quality and the depth of client relationships across key accounts. European Expansion The continued growth of the Group’s Polish operation remains central to the Group’s long-term strategy. During the year, the Group invested further in operational capability, contractor management processes and client delivery functions within Poland. The directors believe the Group’s blended UK and Central European delivery model provides a strong competitive advantage in an increasingly cost-conscious and globally distributed market. Operational Efficiency The Group undertook a comprehensive operational efficiency programme during 2025, including tighter overhead management, improved utilisation of delivery resources and greater integration across Group entities. These initiatives materially improved profitability and enhanced the Group’s ability to scale efficiently. Technology and AI Enablement The Group continued to invest in AI-enabled delivery capability and operational automation throughout the year. The directors believe advances in AI, automation and software engineering productivity tools will continue to reshape the technology consulting sector over the coming years. The Group is positioning itself proactively to leverage these developments through AI-augmented delivery models, operational tooling and enhanced engineering productivity across its service lines. People and Culture The directors recognise that the Group’s people remain its most important asset. The Group continues to attract and retain highly skilled consultants, engineers and operational specialists across both the United Kingdom and Poland. The commitment and expertise of the Group’s teams were fundamental to the strong performance delivered during 2025. The Group remains committed to fostering a high-performance and collaborative culture, supported by competitive remuneration structures, performance incentives, pension arrangements and ongoing professional development opportunities. Headcount across the Group increased during the year in line with the continued expansion of the European delivery operation and broader growth objectives. Outlook The Board enters 2026 with confidence in the Group’s strategic direction and future growth prospects. The Group’s priorities for the year ahead include: • continued expansion of the Polish delivery operation; • growth in higher-value managed services and consulting engagements; • investment in AI-enabled delivery capability and operational tooling; • strengthening existing enterprise client relationships; and Page 3
VERTEX AGILITY INTERNATIONAL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025 • selective expansion into new markets and customer segments. The directors believe the Group is well-positioned to continue growing profitably while capitalising on the increasing global demand for flexible, high-quality technology delivery capability. The Board remains confident in the long-term outlook for the Group and looks forward to reporting further progress in the years ahead. This report was approved by the board on 16 July 2026 and signed on its behalf.
................................................ M Beard Director
Page 4
VERTEX AGILITY INTERNATIONAL LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the period ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the period, after taxation, amounted to £1,831,917. Dividends declared in the year amounted to £15,900.
Directors
The directors who served during the period were:
M Beard
R Booth
R Cook
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information. Page 5
VERTEX AGILITY INTERNATIONAL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2025
Auditors
The auditors, Hillier Hopkins LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ M Beard Director
Date: 16 July 2026
Page 6
VERTEX AGILITY INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTEX AGILITY INTERNATIONAL LIMITED
Opinion
We have audited the financial statements of Vertex Agility International Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2025, which comprise the Consolidated statement of income and retained earnings, the Consolidated analysis of net debt, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the period 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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. Page 7
VERTEX AGILITY INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTEX AGILITY INTERNATIONAL LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion 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 Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 8
VERTEX AGILITY INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTEX AGILITY INTERNATIONAL LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 5, 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 Group's and 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 9
VERTEX AGILITY INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTEX AGILITY INTERNATIONAL LIMITED (CONTINUED)
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 an Auditors' 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 Group 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: ∙the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management; ∙the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management about their own identification and assessment of the risks of irregularities; ∙any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to: °identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; °detecting and responding to the risks of fraud and whether they have knowledge of any actual suspected or alleged fraud; °the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; ∙the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the oppurtunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, and relevant tax legislation. 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Page 10
VERTEX AGILITY INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERTEX AGILITY INTERNATIONAL LIMITED (CONTINUED) Auditors' report.
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 Auditors' 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. Louise Cherry ACA (Senior statutory auditor) for and on behalf of Hillier Hopkins LLP Chartered Accountants Statutory Auditor First Floor Radius House 51 Clarendon Road Watford Hertfordshire WD17 1HP 16 July 2026 Page 11
VERTEX AGILITY INTERNATIONAL LIMITED CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE PERIOD ENDED 31 DECEMBER 2025
| 14 months ending 31 December
| 2025
Note | £
Turnover |  | 35,729,645
Cost of sales |  | (28,452,654)
Gross profit |  | 7,276,991
Administrative expenses |  | (4,654,421)
Operating profit |  | 2,622,570
Interest receivable and similar income | 8 | 51,382
Interest payable and similar expenses | 9 | (305,541)
Profit before tax |  | 2,368,411
Tax on profit |  | (536,494)
Profit after tax |  | 1,831,917
Profit for the period attributable to the owners of the parent company |  | 1,831,917
Dividends declared |  | (15,900)
Retained earnings at the end of the period |  | 1,816,017
There were no recognised gains and losses for 2025 other than those included in the consolidated statement of income and retained earnings.
The notes on pages 17 to 34 form part of these financial statements.
Page 12
VERTEX AGILITY INTERNATIONAL LIMITED REGISTERED NUMBER: 16013211 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 31 December 2025
Note |  | £
Fixed assets |  |  |
Intangible assets | 12 |  | 9,505,309
Tangible assets | 13 |  | 1,795
|  |  | 9,507,104
Current assets |  |  |
Debtors: amounts falling due within one year | 15 | 4,841,436 |
Cash at bank and in hand | 16 | 1,295,992 |
|  | 6,137,428 |
Creditors: amounts falling due within one year | 17 | (4,280,500) |
Net current assets |  |  | 1,856,928
Total assets less current liabilities |  |  | 11,364,032
Creditors: amounts falling due after more than one year | 18 |  | (5,663,802)
Net assets |  |  | 5,700,230
Capital and reserves |  |  |
Called up share capital | 19 |  | 137,282
Share premium account | 20 |  | 3,690,885
Foreign exchange reserve | 20 |  | 56,046
Profit and loss account | 20 |  | 1,816,017
|  |  | 5,700,230
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 July 2026.
................................................ M Beard
Director
The notes on pages 17 to 34 form part of these financial statements. Page 13
VERTEX AGILITY INTERNATIONAL LIMITED REGISTERED NUMBER: 16013211 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 31 December 2025
Note |  | £
Fixed assets |  |  |
Investments | 14 |  | 15,122,883
|  |  | 15,122,883
Current assets |  |  |
Debtors: amounts falling due within one year | 15 | 395,670 |
Cash at bank and in hand | 16 | 1,331 |
|  | 397,001 |
Creditors: amounts falling due within one year |  | (4,950,011) |
Net current liabilities |  |  | (4,553,010)
Total assets less current liabilities |  |  | 10,569,873
Creditors: amounts falling due after more than one year |  |  | (5,663,802)
Net assets |  |  | 4,906,071
Capital and reserves |  |  |
Called up share capital | 19 |  | 137,282
Share premium account | 20 |  | 3,690,885
Profit for the period |  | 1,093,804 |
Dividends declared |  | (15,900) |
Profit and loss account carried forward |  |  | 1,077,904
|  |  | 4,906,071
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 July 2026.
................................................ M Beard
Director
The notes on pages 17 to 34 form part of these financial statements. Page 14
VERTEX AGILITY INTERNATIONAL LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2025
|  |  | 2025
|  |  | £
Cash flows from operating activities |
Profit for the financial period | 1,831,917
Adjustments for: |
Amortisation of intangible assets | 1,255,418
Depreciation of tangible assets | 462
Interest paid | 305,541
Interest received | (51,382)
Taxation charge | 536,494
(Increase)/decrease in debtors | (4,766,435)
(Increase)/decrease in amounts owed by groups | (1)
Increase in creditors | 1,560,429
Corporation tax (paid)/received | (813,502)
Subsidiary acquisition, net of cash acquired | 3,384,419
Net cash generated from operating activities | 3,243,360
Cash flows from investing activities |
Purchase of tangible fixed assets | (1,088)
Interest received | 51,382
Acquisition of subsidiary, net of cash acquired | 1,767,932
Net cash from investing activities | 1,818,226
Cash flows from financing activities |
Repayment of loans | (3,460,053)
Interest paid | (305,541)
Net cash used in financing activities | (3,765,594)
Net increase in cash and cash equivalents | 1,295,992
Cash and cash equivalents at the end of period | 1,295,992
Cash and cash equivalents at the end of period comprise: |
Cash at bank and in hand | 1,295,992
| 1,295,992
The notes on pages 17 to 34 form part of these financial statements.
Page 15
VERTEX AGILITY INTERNATIONAL LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 31 DECEMBER 2025
| Cash flows | Acquisition and disposal of subsidiaries | Directors loans | At 31 December 2025
| £ | £ | £ | £
Cash at bank and in hand | (471,940) | 1,767,932 | - | 1,295,992
Debt due after 1 year | - | (5,663,802) | - | (5,663,802)
Debt due within 1 year | - | (1,735,645) | (29,413) | (1,765,058)
| (471,940) | (5,631,515) | (29,413) | (6,132,868)
The notes on pages 17 to 34 form part of these financial statements.
Page 16
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
1. | General information
Vertex Agility International Limited is a company limited by shares and incorporated in England and Wales within the United Kingdom. The address of the company’s registered office First Floor, Radius House, 51 Clarendon Road, Watford, United Kingdom, WD17 1HP. The company's principal activity is that of a holding company. The Group's principal activity is the provision of technology consulting and workforce solutions. The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £. The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2025. Page 17
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to operate for the foreseeable future and will be able to meet its liabilities as they fall due. In assessing the appropriateness of the going concern assumption, the directors have considered the Group's financial position, liquidity and ability to generate future cash flows. Based on this assessment, the directors believe that the Group has sufficient resources to continue operating for the foreseeable future.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 18
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. On a monthly basis, work performed by contractors are approved by the customer. At this point revenue is then recognised for services performed.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 19
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.10 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and 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. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
| 2.11 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of income and retained earnings over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - | 10 | years
Page 20
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 33% | straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.14 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.15 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.16 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 21
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the Page 22
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.18 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Positive goodwill - Where a company cannot reliably estimate the useful life of goodwill, it should be amortized over a maximum period of 10 years. For this reason, the directors have applied judgement in estimating a write off period of 10 years. Page 23
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Consulting | 18,853,481
| Staff Augmentation | 16,876,164
|  | 35,729,645
Analysis of turnover by country of destination:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| United Kingdom | 18,853,481
| Poland | 16,876,164
|  | 35,729,645
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Exchange differences | 12,779
| Other operating lease rentals | 27,664
Page 24
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
6. | Auditors' remuneration
| During the period, the Group obtained the following services from the Company's auditors:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements | 27,500
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group
|  | 2025
|  | £
| Wages and salaries | 1,562,718
| Social security costs | 170,776
| Cost of defined contribution scheme | 63,013
|  | 1,796,507
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | Group | Company
|  |  | Period ended 31 December | Period ended 31 December
|  |  | 2025 | 2025
|  |  | No. | No.
|  | Total number of employees | 89 | 3
| The company has no employees other than the directors. None of directors received any remuneration from the company during the period.
Page 25
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
8. | Interest receivable
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Interest receivable from group companies | 26,729
| Other interest receivable | 24,653
|  | 51,382
9. | Interest payable and similar expenses
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Bank interest payable | 98,260
| Other loan interest payable | 195,553
| Other interest payable | 11,728
|  | 305,541
Page 26
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
10. | Taxation
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Corporation tax |
| Current tax on profits for the year | 591,204
| Adjustments in respect of previous periods | (72,531)
|  | 518,673
| Foreign tax |
| Foreign tax on income for the year | 17,821
|  | 17,821
| Total current tax | 536,494
| Deferred tax |
| Total deferred tax | -
| Tax on profit | 536,494
Page 27
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 10.Taxation (continued)
| Factors affecting tax charge for the period
| The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|  |  |  |  | Period ended 31 December
|  |  |  |  | 2025
|  |  |  |  | £
| Profit on ordinary activities before tax | 2,368,411
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | 592,103
| Effects of: |
| Non-tax deductible amortisation of goodwill and impairment | 313,855
| Expenses not deductible for tax purposes | (16,633)
| Adjustments to tax charge in respect of prior periods | (72,531)
| Other timing differences leading to an increase (decrease) in taxation | 31,879
| Dividends from UK companies | (330,000)
| Foreign taxes | 17,821
| Total tax charge for the period | 536,494
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
11. | Dividends
|  |  |  |  | 2025
|  |  |  |  | £
| Dividends | 15,900
|  | 15,900
Page 28
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
12. | Intangible assets
| Group
|  | Goodwill
|  | £
| Additions | 10,760,727
| At 31 December 2025 | 10,760,727
| Charge for the period | 1,255,418
| At 31 December 2025 | 1,255,418
| Net book value |
| At 31 December 2025 | 9,505,309
13. | Tangible fixed assets
| Group
|  | Computer equipment
|  | £
| Cost |
| Additions | 1,088
| Acquisition of subsidiary | 1,169
| At 31 December 2025 | 2,257
| Depreciation |
| Charge for the period | 462
| At 31 December 2025 | 462
| Net book value |
| At 31 December 2025 | 1,795
Page 29
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| Additions | 15,122,883
| At 31 December 2025 | 15,122,883
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Vertex Consulting Group Holdings Limited | First Floor, Radius House, 51 Clarendon Road, Watford, WD17 1HP | Ordinary | 100%
| Name |
|  | -
| List of all indirect subsidiaries included below: Vertex Solutions International Limited Vertex Agility Limited Vertex Solutions Inc (USA) Vertex Agility FZCO (UAE) Vertex Solutions Spolka Z Orgraniczona Odpowiedsialnosica (Poland) Vertex Solutions International SLU (Spain) Vertex Solutions Consultancy BV (Belgium) Vocabulo Vaproso Unipessola LDA (Portugal) Vertex Agility LLP (Ukraine) Vertex Solutions International Ltd (Bulgaria) Vertex Solutions International SRL (Romania) V Agility Private Limited (India) Vertex Agility SAS (Uruguay)
Page 30
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
15. | Debtors
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Trade debtors | 3,270,628 | -
| Amounts owed by group undertakings | 1 | 320,000
| Other debtors | 686,236 | 670
| Called up share capital not paid | 75,000 | 75,000
| Prepayments and accrued income | 809,571 | -
|  | 4,841,436 | 395,670
The called up share capital not paid relates to R Booth (£67,000) and R Cook (£8,000).
16. | Cash and cash equivalents
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Cash at bank and in hand | 1,295,992 | 1,331
17. | Creditors: Amounts falling due within one year
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Loan notes | 1,735,645 | 1,735,645
| Trade creditors | 1,084,997 | 120
| Amounts owed to group undertakings | - | 3,177,171
| Corporation tax | 373,586 | -
| Other taxation and social security | 76,896 | -
| Other creditors | 367,356 | 15,900
| Accruals and deferred income | 642,020 | 21,175
|  | 4,280,500 | 4,950,011
| The company issued unsecured loan notes for £10,859,500 at 1% fixed interest rate, repayable over 6 years by 2030. The principal is repayable in 6 equal annual instalments each year.
Page 31
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
18. | Creditors: Amounts falling due after more than one year
|  | Group | Company
|  | 2025 | 2025
|  | £ | £
| Loan notes | 5,663,802 | 5,663,802
|  | 5,663,802 | 5,663,802
The company issued unsecured loan notes for £10,859,500 at 1% fixed interest rate, repayable over 6 years by 2030. The principal is repayable in 6 equal annual instalments each year.
19. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 75,000 Ordinary A shares of £1.000 each | 75,000
|  | 25,000 Ordinary shares of £1.000 each | 25,000
|  | 3,728,167 Preference shares of £0.010 each | 37,282
|  |  | 137,282
The rights attaching to Ordinary A and Ordinary shares are identical and are as follows: The holders of Ordinary A shares and Ordinary shares shall have the right to receive notice of, attend and vote and speak at any general meeting and on any written resolution. Each Ordinary A share and Ordinary share shall have the right to participate in any dividends declared. Preference shares are entitled to a fixed cumulative dividend of 5% per annum on nominal value. Preference shares are paid in priority to all other class of shares. Preference shares have no voting rights.
20. | Reserves
Share premium account Comprises of the amounts paid above nominal value, of the shares issued. Profit and loss account Comprises all retained earnings to date less any lawful distributions. Page 32
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025
21. | Business combinations
On 29 October 2024, the Group acquired control of Vertex Consulting Group Holdings Limited through the purchase of 100% of the share capital for total consideration of £15,012,667.
| Acquisition of Vertex Consulting Group Holdings Limited
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 1,169 | - | 1,169
| Intangible | (1,558,824) | - | (1,558,824)
|  | (1,557,655) | - | (1,557,655)
| Current Assets |  |  |
| Debtors | 5,657,113 | - | 5,657,113
| Cash at bank and in hand | 2,167,932 | - | 2,167,932
| Total Assets | 6,267,390 | - | 6,267,390
| Creditors |  |  |
| Due within one year | (1,905,234) | - | (1,905,234)
| Total Identifiable net assets | 4,362,156 | - | 4,362,156
| Goodwill | 10,760,727
| Total purchase consideration | 15,122,883
| Consideration
|  |  |  |  | £
| Cash | 400,000
| Preference shares | 3,728,167
| Ordinary shares | 25,000
| Loan notes | 10,859,500
| Directly attributable costs | 110,216
| Total purchase consideration | 15,122,883
Page 33
VERTEX AGILITY INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025 21.Business combinations (continued)
22. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund.
23. | Commitments under operating leases
| At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group
|  | 2025
|  | £
| Not later than 1 year | 14,400
| Later than 1 year and not later than 5 years | 4,800
|  | 19,200
24. | Related party transactions
| During the year, the Company issued unsecured loan notes totalling £10,859,500 to a connected party in connection with a management buyout. The loan notes bear interest at 1% per annum, which is considered to be below a market rate of interest. Although the interest rate represents a low interest coupon, the transaction was undertaken as part of an arm’s length commercial arrangement, and accordingly no adjustment has been made to introduce a market based discount factor in measuring the financial liability under FRS 102.
25. | Controlling party
At the balance sheet date the controlling party of the group was M Beard.
Page 34