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

The principal activity of the Group is the provision of tech-enabled Compliance Solutions to Schools, Academies and Multi-Academy Trusts in the United Kingdom. Compliance Solutions include Human Resources, Payroll & Pensions, Consultancy, Leadership & MAT Development, Finance, Safer recruitment and DBS services.

Business review

The year ended 31 December 2025 marks the second consolidated reporting period for EPM Holdings Limited, following the acquisition of Education Personnel Management Limited (EPM Limited) through a management buyout completed in December 2023.

The Group generated turnover of £12.63 million (2024: £12.79 million), with a gross profit of £5.6 million (2024: profit of £5.9 million). After administrative expenses and other charges, the Group reported an operating loss of £589,095 (2024: loss of £532,038) and a loss before taxation of £1.5 million (2024: loss of £1.4 million).

The reported loss includes non-cash expenses relating to amortisation and depreciation totalling £2,131,109, largely reflecting investments in intangible assets and infrastructure. Excluding these non-cash items, the Group's underlying operational performance was aligned with management’s expectations for the year. Based on management’s internal performance measures, underlying EBITDA increased by 16% compared with the prior year. This improvement was supported by disciplined cost control, optimisation of business processes and the integration of AI tools into key workflows to improve productivity and efficiency.

The Group continues to invest in technology, information security and staff development to enhance its service offering and support long-term growth, scalability and operational resilience. Key strategic priorities remain focused on client retention, protecting margins, innovation in service delivery and capturing growth opportunities within the education sector. During the year, the Group launched the Network of Education Excellence (nEdEx), providing conferences, professional resources and awards for the education sector, funded through sponsorship.

The directors remain confident in the Group’s long-term prospects. Following the year end, the Group made a voluntary early repayment of £740,000 under its term loan facility from surplus cash resources, reducing future interest costs. The Group continues to invest in its transformation programme while maintaining compliance with the terms of its financing arrangements and remains well positioned to deliver sustainable long-term growth.

Principal risks and uncertainties

The risks below are the principal risks that may impact the Group achieving its strategic objectives:

Customers

The Directors recognise that the pace of continued growth depends upon the Group continuing to attract new clients for its services, and the renewal and cross sell of its services into its existing customer base. The Group has a strong customer base with no specific dependency upon key clients; however, this is a risk of competition from other providers in the sector. To mitigate the customer risk the Group is investing in new leading-edge technology designed specifically for Education and has a continued focus on attracting and retaining exceptional personnel to deliver a first-class service to their clients.

People

The Group has a longstanding, experienced team of Directors and employs experienced qualified personnel to deliver high standard levels of service to their client base. Key personnel in a high service-based business is always a risk. To mitigate this risk the Group has implemented a Management Incentive Plan (MIP) to retain and motivate management to achieve the Group’s strategic objectives. The Group is also committed to investing in their people and provide training and development opportunities as well as having a continued high focus on employee engagement having been included in the Sunday Times Best places to work in 2026 The Group has a glass door score of 4.6 and a lower than industry average staff attrition ratio.

Tech

The Group has seen growing competition with technological advancements from other service providers in the education sector with customers, particularly MATs requiring enhanced reporting and self-service functionality. To mitigate this risk the Group is part way through a strategic project to design and implement a new integrated HR and Payroll platform following investment from their former parent company Citation Holdings Ltd in 2023. The Directors are confident that the new leading-edge technology designed specifically for Education, along with their experienced team of specialists in the sector will drive growth and efficiencies making EPM a strong competitor in the current market. Transferring customers to any new system comes with risk however early indications show current customers are wanting to purchase additional modules on the new software and the current sales pipeline supports this.

Changes in legislation

Changes of government and in subsequent legislation have a significant impact on the Group through updates to client information and the requirement to ensure that all Group staff maintain their comprehensive knowledge of the regulations that could affect clients, and software can be updated in line with the latest legislative changes.

Liquidity risk

The Directors review the Group's liquidity risks both bi-annually, as part of the planning and budgeting process, and on a frequent basis to ensure the Group has sufficient cash resources to meet covenant and funding requirements and liabilities as they fall due. Within the management buyout agreement, short-term funding is available from Citation Holdings Ltd should the need arise whilst the Group undergoes a period of transformation through investment in new technology. Short-term and long-term cash flow forecasts are regularly prepared and reported to the Directors. The Group's finance team monitor cash positions daily and these are reviewed by the CFO on a daily basis. The Group's focus on cash generation and working capital management has enabled further repayment of borrowings following the year end, demonstrating the strength of its liquidity position.

Credit risk

The Group is exposed to credit risk on financial assets to the extent that it is owed trade and other receivables from customers. Trade receivable exposures are managed in-house by a credit controller. At risk customers are reported to the Directors on an ad-hoc basis and action is taken swiftly to reduce risk. If debt is deemed irrecoverable overdue invoices and any related accrued income balance is written off against the relevant underlying provisions.

Cyber risk

The Group is exposed to cyber risk as it delivers its services through technology-based platforms and processes significant volumes of personal and sensitive data. A cyber-attack or data breach could adversely affect customer and employee data, financial reporting systems and stakeholder confidence and could result in regulatory sanctions. To mitigate this risk, the Group maintains a robust information security framework, including employee training, ongoing review of IT systems and controls, cloud-based data storage, regularly tested disaster recovery plans and multifactor authentication. Following a successful ISO 27001 certification audit at the end of 2025, the Group is awaiting issuance of the final certificate. The certification process provides independent assurance that appropriate information security governance, risk management processes and controls are in place to protect data and support operational resilience.

Environmental matters

The Group is committed to minimising the environmental impact of its activities, products and services and has implemented several strategies within its direct operational management. These strategies have been carefully designed and implemented to ensure that the business is operating in an environmentally responsible manner. Directors regularly evaluate the Group’s policies to ensure compliance with relevant environmental legislation, regulations and other environmental requirements are maintained.

Environmental and energy efficiency initiatives undertaken in the year include:

• Introduction of an Electrical Vehicle (EV) scheme to reduce fuel consumption and minimise carbon emissions.

• Reduction in employee travel through remote selling to and servicing of clients and the use of a hybrid working from home model for employees.

• Implemented waste reduction and recycling programs such as proper segregation of waste, composting of organic materials and recycling initiatives to minimise the amount of waste sent to landfills.

• Prioritised working with suppliers who use sustainable materials, minimise their own carbon emissions and have their own environmental management systems in place.

• Implementing energy efficient technologies and practices, such as LED lighting and thermostatic temperature controls to significantly reduce our energy consumption.

• Adopted water saving technologies and practices to minimise water wastage within the Group premises including the use of water efficient fixtures.

• Explored alternative packaging options for marketing materials that are biodegradable or recyclable to minimise plastic waste and reduction of plastic pollution.

• Actively encourage the use of car share and raising awareness of the cycle to work scheme throughout the Group to reduce fuel consumption and minimise carbon emissions further.

Corporate social responsibility

The Group is committed to taking its corporate social responsibilities very seriously and includes social and environmental issues at the heart of all decision-making processes. Our charity work focuses on community, health and education. We prioritise initiatives which help those in need, and which support the development of young people. We support a range of UK-wide charities each year raising funds for those charities which are usually close to the heart of our team, they’ve included The Rainbow Trust, Children's Liver Disease Foundation, Cancer Research, Magic breakfast and the NSPCC, to name a few. We also support local schools and colleges with supporting and attending open days and providing work experience opportunities for their pupils.

Our employees are at the heart of what we do, and our wellbeing strategy focuses on 5 areas of wellbeing and fosters a culture of inclusivity, work-life balance and continuous development. It is an ongoing commitment to creating a workplace where employees feel valued, supported and empowered, the 5 areas are:

• Physical health and wealth - Offering health assessments, discounted gym memberships and providing healthy food options and snacks in the office as well as nutritional workshops.

• Mental and emotional wellbeing - Providing access to a range of confidential counselling services, various workshops on mindfulness and stress management, mental health first aid team and mental health days.

• Work life balance - Flexible work policies and arrangements, time management workshops and leave policies.

• Personal and professional development - Learning and development, career pathing and mentorship programmes.

• Financial wellbeing - various webinars and talks on financial planning including pensions, discount apps and Bupa cash plans.

On behalf of the board

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

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

Going Concern

The Group's business activities, together with the factors likely to affect its future development and financial position, are described in the Directors’ Report.

The Group closely monitors its funding position throughout the year, including cash flows, available facilities and compliance with the terms of its financing arrangements, to ensure that sufficient resources are available to support its operations.

The Group is more than two years into a management buyout. As part of the funding arrangements following the acquisition, EPM Holdings Limited entered into long-term financing arrangements with Citation Holdings Limited comprising a Term Loan Facility and Fixed Rate Secured Loan Notes. These facilities provide long-term funding to support the acquisition and the Group's ongoing transformation programme.

As at 31 December 2025, the outstanding balance under the Term Loan Facility was £1.74 million. Subsequent to the year end, the Group made a voluntary early repayment of £0.74 million from surplus cash resources, reducing future interest costs. The remaining borrowings continue to be repayable in accordance with the revised repayment schedule and the terms of the respective financing agreements.

The Group has continued to fund capitalised development expenditure from operating cash flows rather than additional external borrowings. Throughout the year, the Group has remained compliant with the financial covenants contained within its financing arrangements.

In assessing the appropriateness of the going concern basis of accounting, the directors have prepared detailed cash flow and profit forecasts through to 31 December 2027. These forecasts assess the Group's liquidity, forecast cash generation, compliance with its financing arrangements and its ability to meet its obligations as they fall due.

Recognising the inherent uncertainty associated with forecasting, the directors have considered severe but plausible downside scenarios, including:

• a 20% increase in customer churn; and

• a 30% reduction in new business and upsell revenue despite continued investment in technology and product development.

Under both the base case and the downside scenarios, the forecasts demonstrate that the Group maintains adequate cash resources to meet its liabilities as they fall due, continues to service its financing commitments, remains compliant with its financial covenants and retains sufficient liquidity throughout the assessment period.

The directors have also considered the Group's trading performance since the year end, which has remained in line with expectations and continues to demonstrate positive operating cash generation.

During the year the Group had third party indemnity insurance for the Directors and Officers. This insurance remains in force as at the date of approving the Directors’ report.

The Group's main financial instruments are cash and receivables and payables carried at amortised cost. The Group does not use derivative financial instruments.

Disabled employees are given full and fair consideration for all types of vacancy. Should an existing employee become disabled, such steps as are practical and reasonable are taken to retain him or her in employment. Where appropriate, assistance with rehabilitation and suitable training are given. Disabled persons have equal opportunities for training, career development and promotion, except insofar as such opportunities are constrained by the practical limitations of their disability.

Within the bounds of commercial confidentiality, staff at all levels are kept fully informed of matters that affect the progress of the Group and are of interest to them as employees. This is carried out by the Directors who present a groupwide update over MS Teams monthly. A heavy emphasis is placed on providing an engaging and rewarding environment for our employees to thrive, develop their skills, and contribute meaningfully to the success of the organisation. The Group has development schemes in place to take all level of employees through professional qualifications. The Group measures employee engagement using an external survey provided by Workl with a score of 88% placing them in the Sunday Times Best Places to work in 2026.

The Group is continuing with its strategy of developing and implementing its new leading-edge technology into the Education sector and adding additional products and services to its current suite available for its education customers. As part of its forward-thinking strategy, the Group is adopting the use of AI technologies to enhance operational performance and support its people through smarter, more efficient ways of working.

The auditor, , is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 group and company, 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 and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

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

We have audited the financial statements of EPM Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 December 2025 and of the group's loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

• 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and its industry, we identified the principal risks of non-compliance with laws and regulations related to company law applicable in England and Wales, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, tax legislation regarding payroll, VAT and corporation tax.

We evaluated the management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk to override controls), and performed the following audit procedures:

- Enquiry with senior management and those charged with governance about known or suspected instances of non-compliance with laws and regulations and fraud.

- Reviewing correspondence and minutes of relevant meetings of those charged with governance.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £928,709 (2024 - £969,279 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

EPM Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Spencer House, Ermine Business Park, Huntingdon, Cambridgeshire, PE29 6EP.

The group consists of EPM Holdings Limited and Education Personnel Management Limited.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company EPM Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The group offers a diverse range of products and services and applies various revenue recognition methods in accordance with the principles of FRS 102. For contractual revenue, income is recognised based on the delivery of services to customers over the duration of the contract, which typically spans 12 months but may extend up to 36 months depending on the nature of the product or service.

The costs associated with service delivery are allocated to the specific performance obligations outlined in the contract. Revenue is recognised in line with this cost allocation, as and when these performance obligations are satisfied throughout the contract term.

Non-contractual revenue is recognised at the point in time when control of the service is transferred to the customer.

Where invoices are issued on a schedule that does not align with the timing of revenue recognition based on service delivery, appropriate adjustments are made through accrued or deferred income. Deferred income commonly arises where customers pay in advance on an annual, termly, or quarterly basis.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

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

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The Group determines a reliable estimate of the useful life of intangible assets based on various factors, including the expected use of the asset, the anticipated useful life of the cash-generating units to which the asset is allocated, and any legal, regulatory, or contractual provisions that may limit its useful life. The estimate also considers assumptions that market participants would make regarding similar assets.

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended where necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

The Group recognises accrued income when it has earned revenue for services rendered but has not yet received payment by the end of the reporting period. This income is recorded based on the Group’s reliable estimate of the amount expected to be received, considering contractual terms, historical collection patterns, and the probability of receipt.

The Group recognises deferred income when payments are received in advance of rendering services. This income is initially recorded as a liability and subsequently recognised as revenue in the period in which the related services are delivered, in accordance with the terms of the underlying agreement and relevant FRS 102 revenue recognition principles.

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

Their aggregate remuneration comprised:

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The tax credit of £114,319 represents an SME Research and Development (R&D) tax credit claim relating to the year ended 31 December 2023.

Other tax relief represents an estimated Research and Development Expenditure Credit (RDEC) of £125,763 in respect of qualifying expenditure incurred during the year ended 31 December 2025. The amount has been recognised based on management's best estimate of the expected claim, using information provided by the Company's specialist R&D tax advisers.

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

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

Reversals of previous impairment losses have been recognised in profit or loss as follows:

During the year, the company recognised an impairment charge of £13,988 in respect of capitalised software development costs relating to the Aedon finance platform project. Following significant delays and issues identified during the implementation phase, management concluded that the project would not be completed and no future economic benefits would be derived from the expenditure incurred. Accordingly, the carrying value of the related capitalised development costs was written down to nil and an impairment charge of £13,988 has been recognised within administrative expenses in the year.

More information on impairment movements in the year is given in note 11.

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

Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors, and amount owed from group undertakings.

Financial liabilities measured at amortised cost comprise trade creditors, amount owed to group undertakings, other creditors and accruals.

The Company entered into two borrowing arrangements with Citation Holdings Limited.

The first, a Term Loan Facility Agreement dated 14 December 2023, provides funding of up to £2,240,000. As at the year end, the outstanding loan balance under the facility was £1,740,000. The loan bears interest at a fixed rate of 12% per annum, payable quarterly, and is secured by a debenture over the Company's assets. Subsequent to the year end, the Company made a voluntary early repayment of £740,000 under the facility. Following this repayment, the remaining principal balance is repayable in instalments in December 2027 and December 2028.

The second arrangement, also dated 14 December 2023, involved the issuance of Fixed Rate Secured Loan Notes 2028 with a principal limit of £5,166,191. Interest accrues daily at a fixed rate of 12% per annum and is compounded quarterly, with the option to pay interest in cash or through the issue of additional loan notes (PIK Notes). The notes are repayable on or before 30 December 2028. The notes are secured pursuant to Security Documents over the Company's assets, ranking as first priority security.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A deferred tax liability of £220,000 (2024: £324,500) has been recognised in the consolidated financial statements in respect of taxable temporary differences arising from the fair value adjustments recognised on the acquisition of Education Personnel Management Limited. The liability relates to identifiable intangible assets recognised as part of the purchase price allocation on acquisition and has been measured using the applicable corporation tax rate of 25%.

During the year, a deferred tax credit of £104,500 was recognised in the consolidated statement of comprehensive income following the reversal of temporary differences arising from the amortisation of the acquired intangible assets. As at 31 December 2025, the remaining deferred tax liability relates to the temporary difference associated with the unamortised balance of the acquired marketing-related intangible asset.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company is ultimately controlled by its directors.