ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Company registration number: 08275972

	ANNUAL REPORT AND FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 31 DECEMBER 2025

	PLENTIFIC LTD


PLENTIFIC LTD

COMPANY INFORMATION

Directors	S W Brooks
	G J Dewerpe
	E Kazan
	C Savas
	J Z Siegal
	J D Dening
	L Cittone (appointed 18 March 2026)


Registered number	08275972


Registered office	Third Floor Yarnwicke
	119-121 Cannon Street
	London
	EC4N 5AT


Independent auditors	Menzies LLP
	Chartered Accountants & Statutory Auditor
	2nd Floor
	Midas House
	62 Goldsworth Road
	Woking
	Surrey
	GU21 6LQ


PLENTIFIC LTD

CONTENTS

	Page
Group Strategic Report	1 - 4
Directors' Report	5 - 6
Independent Auditors' Report	7 - 10
Consolidated Statement of Comprehensive Income	11
Consolidated Statement of Financial Position	12
Company Statement of Financial Position	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Consolidated Analysis of Net Debt	18
Notes to the Financial Statements	19 - 43


PLENTIFIC LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The Directors present the group strategic report and audited financial statements for Plentific Limited for the year ended 31 December 2025. In preparing this report, the Directors have complied with the requirements of section 414C of the Companies Act 2006.

Business review

During 2025, Plentific delivered continued revenue growth alongside a significant improvement in profitability, driven by the ongoing transition towards higher-margin SaaS revenues.

Group revenue increased to £14.6m (2024: £13.3m), representing year-on-year growth of 10%. Gross margin improved to 92.4% (2024: 89.8%), reflecting the scalability and efficiency of the platform-led model.

The Group made substantial progress towards profitability, with EBITDA loss reducing by 63% to £4.4m (2024: £11.9m) and operating loss narrowing to £5.0m (2024: £12.5m). Loss after taxation was £4.6m (2024: £11.1m).

During the year, the Group completed a restructuring programme resulting in a more streamlined operating model and a significantly reduced and sustainable cost base. Average headcount reduced from 212 to 97.

The Group also disposed of its 100% shareholding in TouchRight Limited (completed 9 May 2025) as part of a strategic focus on its core property operations platform and SaaS offering.

Plentific operates in the UK and Germany, generating revenues from SaaS platform fees, Professional Services, and transaction fees. The business continues to invest in its platform to enhance performance, security, scalability, and integration capabilities, supporting long-term growth and competitiveness.

Future outlook and growth strategy

The Group entered 2026 in a strong operational position, having achieved EBITDA profitability in December 2025 - a significant milestone in its transition to a sustainable and scalable business model. The Group has delivered a profitable result over the first five months of 2026 and, based on the Directors’ forecasts, expects to deliver a profitable result for the full financial year.

To support continued growth, the Group is focused on the following strategic priorities:

∙Customer Expansion – Accelerating acquisition of enterprise and social housing clients in core markets.

∙Product Innovation – Continued investment in platform capabilities, AI-assisted workflows, and outcome-based product development.

∙Operational Efficiency – Maintaining cost discipline to support profitability and reinvestment.

∙Marketplace Growth – Strengthening the contractor network to drive Marketplace transaction volumes.

Financial resilience and customer assurance

Plentific serves enterprise, social housing and public sector customers for whom supplier continuity, financial resilience, data security and long-term service reliability are key procurement considerations. The Group has moved from an investment-led growth phase to a disciplined, profitable and sustainable operating model, supported by recurring SaaS revenues, multi-year customer relationships, a significantly reduced cost base and improved operating performance.

Having reached EBITDA profitability in December 2025, the Group has delivered a profitable result over the opening months of 2026 and expects to remain profitable for the year as a whole. Combined with a strong cash position and a newly secured committed long-term debt facility, this provides the Directors with confidence in the Group’s ability to support existing and prospective customers reliably over the long term.

Page 1


PLENTIFIC LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The Directors consider the following to be the principal risks and uncertainties facing the Group:

1. Customer Acquisition & Retention
The Group operates in sectors where customers undertake detailed procurement, financial standing and supplier continuity assessments before entering into long-term technology contracts. This can lengthen sales cycles, particularly where prospective customers are cautious about supplier financial resilience.

Mitigation includes the Group’s established operating history, recurring SaaS revenue base, multi-year customer relationships, profitability achieved in 2026, disciplined cost base, ISO 27001-certified security controls, and the newly secured committed long-term debt facility.

2. Technology
Mitigation:

∙Ongoing system updates and infrastructure reviews.

∙Backup and disaster recovery processes.

∙Monitoring and incident response procedures.

3. Data Security & Data Privacy
Mitigation:

∙ISO27001-certified security protocols.

∙Staff training and strict access controls.

∙Encryption and vendor oversight.

4. Artificial Intelligence
Mitigation:

∙Governance framework covering testing, privacy, and compliance.

∙Phased deployment with controlled autonomy levels.

∙Ongoing monitoring of regulatory developments, including the EU AI Act.

5. Currency Risk
Mitigation:

∙Natural hedging strategies.

∙Pricing adjustments where appropriate.

6. Regulatory & Compliance
Mitigation:

∙Dedicated compliance resources.

∙Regular audits and legal oversight.

Page 2


PLENTIFIC LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

7. Funding & Liquidity
The Group’s existing bank loan facility of £6.4m was classified as due within one year at 31 December 2025. Since the year end, the Group has secured a new committed £15m long-term debt facility with Salica, which refinances the existing £6.44m secured loan facility ahead of its maturity, extends the Group’s debt maturity profile and provides additional liquidity headroom.

Together with the Group’s improved trading performance, the profitability achieved in 2026, its recurring revenue base and continued cost discipline, this provides a strong platform for the Group’s long-term financial stability. The Group maintains a disciplined approach to liquidity management and capital allocation, with regular Board review of cash flow forecasts and available headroom.

8. Macroeconomic Risks
Mitigation:

∙Diversification of customer base.

∙Engagement with policymakers.

Technology & Artificial Intelligence

The Group continues to invest in technology and carefully governed AI-enabled capabilities to improve workflow efficiency, service quality and customer outcomes. Over time, the Group’s strategy is to enable AI to support end-to-end property workflows, with the platform serving as the infrastructure on which those capabilities operate.

Plentific’s approach to AI is workflow-first and sector-driven. The Group is focused on enhancing key workflows such as responsive repairs, compliance management, void management, contractor dispatch, and planned maintenance, with levels of autonomy calibrated to the complexity and risk of each use case.

The Group’s proprietary dataset, built over more than a decade of housing operations, provides a strong foundation for this strategy. As additional clients and workflows are added, the dataset continues to strengthen, supporting improved performance and long-term competitive advantage.

The Directors are committed to the responsible deployment of AI. All AI capabilities are subject to governance processes including testing, data privacy review, and regulatory compliance assessment. The Group continues to monitor the evolving regulatory environment, including the EU AI Act.

Financial key performance indicators

These metrics reflect the Group’s progress in improving operational efficiency and moving towards sustainable profitability.


	2025	2024
	£	£

Revenue	14,620,639	13,277,729
Gross margin	92.41%	89.78%
EBITDA - loss	4,431,381	11,910,919
Average headcount	97	212
Cash at year end	5,439,516	9,044,417

Page 3


PLENTIFIC LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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

................................................

C Savas

Director

Date: 24 July 2026

Page 4


PLENTIFIC LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors

The directors who served during the year were:

S W Brooks

G J Dewerpe

E Kazan

C Savas

J Z Siegal

J D Dening

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 loss for the year, after taxation, amounted to £4,637,749 (2024 - loss £11,145,577).

Matters covered in the Group Strategic Report

The Company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013 to set out within the company's strategic report information required by Schedule 7 of the Large and Medium Sized Companies and Group (Accounts and Reports) Regulations 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

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


PLENTIFIC LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Post balance sheet events

Since the year end, the Group has secured a new committed £15m long-term debt facility with Salica, which refinances the existing £6.44m secured loan facility ahead of its maturity, extends the Group’s debt maturity profile and provides additional liquidity headroom.

Auditors

Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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

................................................

C Savas

Director

Date: 24 July 2026

Page 6


PLENTIFIC LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLENTIFIC LTD

Opinion

We have audited the financial statements of Plentific Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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 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 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.

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.

Page 7


PLENTIFIC LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLENTIFIC LTD (CONTINUED)

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 year 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.

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 8


PLENTIFIC LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLENTIFIC LTD (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 Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

∙The Companies Act 2006;

∙Financial Reporting Standard 102;

∙UK Employment Legislation;

∙UK Health and Safety Legislation; and

∙General Data Protection Regulations.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Group are complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

∙Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect
fraud;

∙Understanding how those charged with governance considered and addressed the potential for override of controls or
other inappropriate influence over the financial reporting process;

∙Challenging assumptions and judgements made by management in its significant accounting estimates; and

∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

∙Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;

∙Timing of revenue recognition; and

∙The use of management override of controls to manipulate results.

Page 9


PLENTIFIC LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLENTIFIC LTD (CONTINUED)

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 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.

Tom Woods FCA (Senior Statutory Auditor)

for and on behalf of

Menzies LLP

Chartered Accountants

Statutory Auditor

2nd Floor

Midas House

62 Goldsworth Road

Woking

Surrey

GU21 6LQ

27 July 2026

Page 10


PLENTIFIC LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	14,620,639	13,277,729
Cost of sales		(1,109,597)	(1,356,783)
Gross profit		13,511,042	11,920,946
Administrative expenses		(18,508,134)	(24,403,369)
Operating loss	5	(4,997,092)	(12,482,423)
Profit on disposal of fixed asset investments		566,524	-
Interest receivable and similar income	9	67,041	64,080
Interest payable and similar expenses	10	(856,583)	(530,684)
Loss before taxation		(5,220,110)	(12,949,027)
Tax on loss	11	582,361	1,803,450
Loss for the financial year		(4,637,749)	(11,145,577)


Foreign exchange movement	(99,110)	296,673
Other reserves movement	(151,131)	-
Other comprehensive income for the year	(250,241)	296,673
Total comprehensive income for the year	(4,887,990)	(10,848,904)

Owners of the parent Company

(4,637,749)

(11,145,577)

The notes on pages 19 to 43 form part of these financial statements.

Page 11


PLENTIFIC LTD REGISTERED NUMBER:08275972

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		1,752,277		2,954,980
Tangible assets	14		484,218		68,557
			2,236,495		3,023,537
Current assets
Debtors: amounts falling due within one year	16	3,301,406		5,407,130
Bank and cash balances		5,439,516		9,044,417
		8,740,922		14,451,547
Creditors: amounts falling due within one year	17	(11,430,764)		(5,907,077)
Net current (liabilities)/assets			(2,689,842)		8,544,470
Total assets less current liabilities			(453,347)		11,568,007
Creditors: amounts falling due after more than one year	18		(169,723)		(7,572,436)
Net (liabilities)/assets			(623,070)		3,995,571

Capital and reserves
Called up share capital	20	2,825	2,855
Share premium account	21	73,663,459	73,663,465
Foreign exchange reserve	21	(65,502)	33,608
Share based payment reserve	21	1,177,114	907,729
Profit and loss account	21	(75,400,966)	(70,612,086)
Equity attributable to owners of the parent Company		(623,070)	3,995,571

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

C Savas

Director

Date: 24 July 2026

The notes on pages 19 to 43 form part of these financial statements.

Page 12


PLENTIFIC LTD REGISTERED NUMBER:08275972

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		28,694		565,048
Tangible assets	14		483,978		65,877
Investments	15		2,516,791		3,353,561
			3,029,463		3,984,486
Current assets
Debtors: amounts falling due within one year	16	3,369,150		4,770,292
Bank and cash balances		4,527,143		8,674,994
		7,896,293		13,445,286
Creditors: amounts falling due within one year	17	(11,424,566)		(6,335,642)
Net current (liabilities)/assets			(3,528,273)		7,109,644
Total assets less current liabilities			(498,810)		11,094,130

Creditors: amounts falling due after more than one year	18		(169,723)		(7,572,436)

Net (liabilities)/assets			(668,533)		3,521,694

Capital and reserves
Called up share capital	20		2,825		2,855
Share premium account	21		73,663,459		73,663,465
Share based payment reserve	21		1,177,114		907,729
Profit and loss account brought forward		(71,052,355)		(60,681,607)
Loss for the year		(4,308,445)		(10,370,748)
Other changes in the profit and loss account		(151,131)		-
Profit and loss account carried forward			(75,511,931)		(71,052,355)
			(668,533)		3,521,694

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

C Savas

Director

Date: 24 July 2026

The notes on pages 19 to 43 form part of these financial statements.

Page 13

PLENTIFIC LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Foreign exchange reserve	Share based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024	2,846	73,657,571	(263,065)	1,151,720	(59,466,509)	15,082,563

Loss for the year	-	-	-	-	(11,145,577)	(11,145,577)
Other movements	-	-	296,673	(243,991)	-	52,682
Shares issued during the year	9	5,894	-	-	-	5,903

At 1 January 2025	2,855	73,663,465	33,608	907,729	(70,612,086)	3,995,571

Loss for the year	-	-	-	-	(4,637,749)	(4,637,749)
Other movements	-	(6)	(99,110)	269,385	-	170,269
Impact on early adoption to amendments of FRS 102 (Note 24)	-	-	-	-	(151,131)	(151,131)
Shares cancelled during the year	(30)	-	-	-	-	(30)
At 31 December 2025	2,825	73,663,459	(65,502)	1,177,114	(75,400,966)	(623,070)

The notes on pages 19 to 43 form part of these financial statements.

Page 14

PLENTIFIC LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	2,846	73,657,571	1,151,720	(60,681,607)	14,130,530

Loss for the year	-	-	-	(10,370,748)	(10,370,748)
Other movements	-	-	(243,991)	-	(243,991)
Shares issued during the year	9	5,894	-	-	5,903

At 1 January 2025	2,855	73,663,465	907,729	(71,052,355)	3,521,694

Loss for the year	-	-	-	(4,308,445)	(4,308,445)
Other movements	-	(6)	269,385	-	269,379
Impact on early adoption to amendments of FRS 102 (Note 24)	-	-	-	(151,131)	(151,131)
Shares cancelled during the year	(30)	-	-	-	(30)
At 31 December 2025	2,825	73,663,459	1,177,114	(75,511,931)	(668,533)

The notes on pages 19 to 43 form part of these financial statements.

Page 15


PLENTIFIC LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial year	(4,637,749)	(11,145,577)
Adjustments for:
Amortisation of intangible assets	370,821	447,686
Depreciation of tangible assets	451,632	123,818
Loss on disposal of intangible assets	472,368	36,147
Interest paid	856,583	530,684
Interest received	(67,041)	(64,080)
Taxation charge	(582,361)	(1,803,450)
Decrease in stocks	-	14,100
Decrease/(increase) in debtors	1,244,575	(2,070,304)
(Decrease)/increase in creditors	(1,501,476)	2,513,605
Corporation tax received	1,502,584	1,166,420
Share based payment expense	269,385	(243,991)
Net cash generated from operating activities	(1,620,679)	(10,494,942)

Cash flows from investing activities
Purchase of intangible fixed assets	(84,350)	-
Purchase of tangible fixed assets	(13,659)	(2,048)
Sale of fixed asset investments	454,776	-
Interest received	67,041	64,080
Net cash from investing activities	423,808	62,032
Cash flows from financing activities
Issue of ordinary shares	-	5,903
Purchase of ordinary shares	(36)	-
New secured loans	-	5,608,849
Repayment of loans	(1,130,411)	-
Interest paid	(779,452)	(530,684)
Right-of-use-lease payments	(399,021)	-
Net cash used in financing activities	(2,308,920)	5,084,068
Net (decrease) in cash and cash equivalents	(3,505,791)	(5,348,842)

Page 16


PLENTIFIC LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash and cash equivalents at beginning of year	9,044,417	14,096,586
Non cash movements	(99,110)	296,673
Cash and cash equivalents at the end of year	5,439,516	9,044,417

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	5,439,516	9,044,417
	5,439,516	9,044,417

The notes on pages 19 to 43 form part of these financial statements.

Page 17


PLENTIFIC LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	Movement of debt aging	New finance leases	At 31 December 2025
£	£	£	£	£

Cash at bank and in hand	9,044,417	(3,604,901)	-	-	5,439,516
Debt due after 1 year	(7,572,436)	1,130,411	6,442,025	-	-
Debt due within 1 year	-	-	(6,442,025)	-	(6,442,025)
Finance leases	-	-	-	(571,097)	(571,097)
	1,471,981	(2,474,490)	-	(571,097)	(1,573,606)

The notes on pages 19 to 43 form part of these financial statements.

Page 18


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Plentific Ltd is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006, and is registered in England and Wales. The address of its registered office is disclosed on the company information page, its principal place of business is the same as its registered office.

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 Comprehensive Income in these financial statements.

The Parent Company is a qualifying entity as defined by FRS 102 and has taken advantage of the following exemptions:

∙Requirement to prepare a cash flow statement,

∙Disclosure requirements of Section 11 paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii),11.48(a)(iv), 11.48(b) and 11.48(c) in respect of financial instruments of the Parent Company (as equivalent disclosures are included in respect of the consolidated financial statements),

∙Disclosure requirements of Section 20 paragraphs 20.80(f) and 20.116,

∙Disclosure requirements of Section 23 paragraphs 23.131, 23.132, 23.133(a), 23.135(a) to 23.135(c), 23.136, 23.137 and 23.139,

∙Disclosure requirements of Section 26 paragraphs 26.18(b), 26.19 to 26.21 and 26.23 (as equivalent disclosures are included in consolidated financial statements),

∙To disclose information about key management personnel compensation.

The following principal accounting policies have been applied:

2.2

Early adoption of issued amendments to Financial Reporting Standard 102

On 27 March 2024, the FRC issued amendments to FRS 102 The Financial Reporting Standard applicable in
the UK and Republic of Ireland and other FRSs - Periodic Review 2024. The effective date for most amendments is periods beginning on or after 1 January 2026, with early adoption permitted. The directors of Plentific Limited have early adopted the amendments from 1 January 2025.

Page 19


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

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 Statement of Financial Position, 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 Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Subsidiary audit exemption

Plentific Ltd has provided a guarantee under s479 and Hallnet Limited (Registration number: 03592955) have exercised the exemption available under s479. Therefore, Plentific Ltd have fully guaranteed all the liabilities of the subsidiary Hallnet Limited. The subsidiary, Hallnet Limited, is therefore exempt from audit obligations in accordance with section 479A of the Companies Act.

∙The legal representatives of Plentific Ltd have agreed to the exemption in respect of the year ending 31 December 2025.

∙Plentific Ltd has given guarantee regarding the liabilities of Hallnet Limited.

∙Hallnet Limited is included in the consolidated accounts of Plentific Ltd drawn up as at 31 December 2025 in accordance with the provisions of the Companies Act 2006.

2.4

Going concern

The Group has continued to make strong progress. Revenue has grown, led by the continued expansion of the Group’s recurring SaaS revenue, and operating losses have reduced significantly. The loss for the year reduced to £4.64m (2024: loss of £11.14m), reflecting a sustained improvement in trading and continued cost discipline as the Group has transitioned from an investment-led growth phase to a disciplined, recurring-revenue operating model.

The Group reached EBITDA profitability in December 2025 and has delivered positive EBITDA over the first five months of 2026. The Directors’ forecasts show the Group delivering a profitable EBITDA result for the year ending 31 December 2026 as a whole, while maintaining a strong liquidity position throughout the period under review. The Group remains well funded, holding cash and cash equivalents of £5.44m at 31 December 2025 and approximately £4.7m at the end of May 2026.

At 31 December 2025, the Group reported net liabilities of £0.62m and net current liabilities of £2.69m, primarily reflecting the classification of the existing £6.44m secured loan facility as falling due within one year. The Directors have considered this position as part of their going concern assessment. Since the year end, the Group has secured a new committed £15m long-term debt facility with Salica, which refinances the existing £6.44m secured loan facility ahead of its maturity, extends the Group’s debt maturity profile and provides additional liquidity headroom.

Together with the Group’s improved trading performance, the profitability achieved in 2026, its recurring revenue base and forecast liquidity, this gives the Directors confidence that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Page 20


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

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 Comprehensive Income 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 21


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Revenue

Revenue is recognised in accordance with FRS 102 Section 23 Revenue from Contracts with Customers, using the five-step model. Revenue is recognised when (or as) control of goods or services transfers to the customer.

Revenue is measured at the transaction price, being the amount of consideration to which the Group expects to be entitled, excluding amounts collected on behalf of third parties, and is stated net of discounts, rebates and value added tax.

The Company’s principal revenue streams and related accounting policies are as follows:

SaaS licences and customer support

Revenue from software-as-a-service (“SaaS”) licences and associated customer support is recognised over time on a straight-line basis over the contractual licence term. This reflects the continuous transfer of services, as customers simultaneously receive and consume the benefits of access to the platform and related support.

Professional services

Revenue from professional services is recognised over time as the services are delivered, based on an input method using time incurred relative to total expected inputs. This method appropriately reflects the transfer of control of the services to the customer.

Commission income

Commission income arising from transactions between customers and suppliers on the platform is recognised at a point in time when the underlying work order is completed, being the point at which the Group’s performance obligation is satisfied and its right to consideration becomes unconditional.

Contractor onboarding

Revenue from contractor onboarding services is recognised either over time or at a point in time, depending on the nature of the contractual performance obligation. Where the service is provided over the licence period, revenue is recognised over time; where the obligation is satisfied at a specific point, revenue is recognised when onboarding is complete.

Contract balances

Deferred income represents consideration received in advance of performance and is recognised as revenue over the period in which the related services are provided. Accrued income represents revenue recognised in advance of invoicing where performance obligations have been satisfied.

Judgements

The application of the revenue recognition policy requires management to exercise judgement in identifying distinct performance obligations and determining the appropriate timing of revenue recognition, including whether services are satisfied over time or at a point in time.

Page 22


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Operating leases: the Group as lessee

The company has early adopted the amendments to FRS 102 issued in March 2024, which are effective for accounting periods beginning on or after 1 January 2026. The amendments have been applied from 1 January 2025, being the date of initial application.

Under the amended standard, the company recognises a lease liability at the commencement date of most lease arrangements. The lease liability is measured at the present value of future lease payments, discounted using the interest rate implicit in the lease or, where this cannot be readily determined, the company’s incremental borrowing rate.

The company applies the recognition exemptions for short-term leases and leases of low-value assets, with the associated lease payments recognised as an expense on a straight-line basis over the lease term.

Lease payments were formerly recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 23


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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 reporting date in the countries where the Company and the Group operate and generate income.

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

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

During the year, the company undertook a restructuring programme aimed at reducing its cost base and improving operational efficiency. This resulted in exceptional costs of £743,094 (2024: £1,002,041), comprising redundancy payments, termination costs, and associated professional fees.

These costs have been classified as exceptional due to their size and non-recurring nature. The programme is expected to deliver ongoing cost savings in future periods.

Page 24


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

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 Comprehensive Income 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. Amortisation is charged to administrative expenses in the profit and loss.

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	-		7-10 years
				Intellectual property	-		10 years

2.13

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.

The estimated useful lives range as follows:

Office equipment	-	3 years
Computer equipment	-	3 years
Right-of-use-asset	-	over the period of the lease

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.

Page 25


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

Right of use assets

The company has early adopted the amendments to FRS 102 issued in March 2024, which are effective for accounting periods beginning on or after 1 January 2026. The amendments have been applied from 1 January 2025, being the date of initial application.

Under the amended standard, the company recognises a right-of-use asset at the commencement date of most lease arrangements. The right-of-use asset is initially measured at the amount of the lease liability, adjusted for any lease payments made at or before commencement, initial direct costs incurred and any lease incentives received.

The right-of-use asset is depreciated on a straight-line basis over the shorter of the lease term and the useful economic life of the underlying asset. Interest is charged on the lease liability using the effective interest method.

The company applies the recognition exemptions for short-term leases and leases of low-value assets, with the associated lease payments recognised as an expense on a straight-line basis over the lease term.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 26


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Critical judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgements
Intangible Assets
The group has capitalised any Intellectual Property and Goodwill that meets the criteria in the respective accounting policy. The cost of these intangible assets is then amortised over the expected useful economic life, which is determined based on reasonable commercial prospects of the Group.

Revenue recognition
The entity applies judgement in determining the period over which revenue is recognised for SaaS arrangements, particularly where upfront implementation or setup activities are performed.

In assessing the appropriate recognition period, management considers the enforceable contract term, including any renewal options. Renewal periods are included only where they are considered substantive and provide the customer with a material right.

For the Group’s SaaS contracts, the initial contractual term of contracts varies. Management has concluded that renewal options do not provide a material right and are not enforceable beyond the initial term, as customers are not contractually obliged to renew and pricing at renewal reflects standalone selling prices.

Key sources of estimation uncertainty
Impairment of intangible assets
An activity is undertaken at the year end to consider whether the Intellectual Property and Goodwill are still economically viable and expected to generate future revenues in excess of its amortised carrying value. If impairment is determined, the carrying values are adjusted accordingly.

Bad debt provision
A full line by line review of trade debtors is carried out each quarter. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains the risk that the provisions do not match the level of debts which ultimately prove to be uncollectible.

Page 27


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgments in applying accounting policies (continued)

Accruals and other provisions
A full line by line review of accruals and other provisions is carried out each quarter. Whilst every attempt is made to ensure that the accruals and provisions are as accurate as possible, there remains the risk that they do not match the actual amounts that are subsequently paid in respect of those accruals and provisions.

Valuation of Share Options and calculation of equity settled share based payments cost
The fair value of share options is measured using the Black Scholes model. This requires estimates of variables including retention rate, volatility, time to maturity and risk free interest rates. The company references external sources and advisors to determine appropriate estimates in order to undertake these calculations. See note 22 for further information.

Discount rate on lease liability
The measurement of lease liabilities requires the entity to discount future lease payments using an appropriate discount rate. As the interest rate implicit in the leases is not readily determinable, the entity has used its incremental borrowing rate (“IBR”).

Determining the IBR involves significant judgement and estimation. The IBR represents the rate of interest that the entity would have to pay to borrow funds, over a similar term and with similar security, to obtain an asset of a similar value in a comparable economic environment.

In estimating the IBR, the entity considers:

∙The term of the lease;

∙The nature and value of the underlying asset;

∙The entity’s credit risk;

∙The economic environment in which the lease is denominated; and

∙Observable market data, including risk-free rates and applicable credit spreads.

The weighted average incremental borrowing rate applied to lease liabilities at the reporting date is 11.05%.

Changes in the estimated discount rate would affect the carrying amount of lease liabilities and corresponding right-of-use assets. However, management does not consider that reasonably possible changes in this assumption would result in a material adjustment to the financial statements.

Page 28


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Revenue from Software Services	7,116,356	6,655,271
Integration fees - professional services	536,667	340,376
Transaction revenue - commissions	6,967,616	6,282,082
	14,620,639	13,277,729

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	14,331,416	12,960,900
Rest of Europe	289,223	314,739
Rest of the world	-	2,090
	14,620,639	13,277,729

Depreciation	451,632	123,818
Amortisation	370,821	447,686
Exchange differences	(86,658)	289,158
Other operating lease rentals	343,621	949,767
R&D expenditure	5,832,000	8,017,706
Share based payment	269,385	(243,991)
Loss on disposal of tangible assets	10,912	36,271
Loss on disposal of intellectual property	461,456	-

Page 29


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

28,250

26,250

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	8,307,710	11,960,376	7,946,554	10,434,450
Social security costs	1,205,356	1,528,397	1,164,334	1,334,263
Cost of defined contribution scheme	288,544	343,003	256,209	329,549
	9,801,610	13,831,776	9,367,097	12,098,262

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	97	212	92	125

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	384,800	365,560
Group contributions to defined contribution pension schemes	19,240	14,199
	404,040	379,759

	During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £192,400 (2024 - £182,780).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,620 (2024 - £7,100).

Page 30


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	67,041	64,080
		67,041	64,080

10.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	779,452	530,684
Interest on right of use lease liability	77,131	-
	856,583	530,684

In line with FRS 102, Section 20, the entity applied the amendments using the modified retrospective approach, and has not restated comparative information for the prior period. As a result, the comparative period continues to reflect lease accounting under the previous 102 requirements.

Corporation tax
Corporation tax current year charge	(250)	(9,976)
R&D tax credit	(577,182)	(2,068,678)
Foreign tax
Foreign tax for the year	(4,929)	275,204
	(4,929)	275,204
Total current tax	(582,361)	(1,803,450)

	Deferred tax
	Total deferred tax	-	-


	Taxation on loss on ordinary activities	(582,361)	(1,803,450)

Page 31


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Loss on ordinary activities before tax

(5,220,110)

(12,949,027)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(1,305,028)	(3,237,257)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	57,077	83,669
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	96,455	86,302
Foreign subsidiary taxation	148,107	275,204
Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment	-	(63)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	(1,502,334)	(2,068,678)
Loss carry back claim	-	9,581
Unrelieved tax losses carried forward	1,923,362	3,047,792
Total tax charge for the year	(582,361)	(1,803,450)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Parent company loss for the year

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 Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £4,308,445 (2024 - loss £10,370,748).

Page 32


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Intangible assets
	Group

	Development expenditure	Intellectual property	Goodwill	Total
	£	£	£	£
Cost
At 1 January 2025	248,505	1,130,094	3,027,667	4,406,266
Additions	42,510	-	-	42,510
Additions - internal	-	41,840	-	41,840
Disposals	-	(1,130,094)	(744,572)	(1,874,666)
At 31 December 2025	291,015	41,840	2,283,095	2,615,950
Amortisation
At 1 January 2025	248,505	565,046	637,735	1,451,286
Charge for the year	13,816	128,696	228,309	370,821
On disposals	-	(668,638)	(289,796)	(958,434)
At 31 December 2025	262,321	25,104	576,248	863,673
Net book value
At 31 December 2025	28,694	16,736	1,706,847	1,752,277
At 31 December 2024	-	565,048	2,389,932	2,954,980

On 9 May 2025, Plentific Limited sold its 100% shareholding in TouchRight Limited.

The goodwill attributable to the subsidiary had an original cost of £744,572 and accumulated amortisation of £289,796 at the date of disposal. This net amount was included within the carrying value of the subsidiary for the purposes of determining the gain/loss on disposal.

Page 33


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Intangible assets (continued)

	Company

	Development expenditure	Intellectual property	Total
	£	£	£
Cost
At 1 January 2025	-	1,130,094	1,130,094
Additions	42,510	-	42,510
Disposals	-	(1,130,094)	(1,130,094)
At 31 December 2025	42,510	-	42,510
Amortisation
At 1 January 2025	-	565,046	565,046
Charge for the year	13,816	103,592	117,408
On disposals	-	(668,638)	(668,638)
At 31 December 2025	13,816	-	13,816
Net book value
At 31 December 2025	28,694	-	28,694
At 31 December 2024	-	565,048	565,048

Page 34


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Tangible fixed assets
	Group

	Office equipment	Computer equipment	Right of use asset	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	462,191	34,936	-	497,127
Additions	12,953	706	864,546	878,205
Disposals	(67,675)	-	-	(67,675)
At 31 December 2025	407,469	35,642	864,546	1,307,657
Depreciation
At 1 January 2025	395,695	32,875	-	428,570
Charge for the year	49,984	2,627	399,021	451,632
Disposals	(56,763)	-	-	(56,763)
At 31 December 2025	388,916	35,502	399,021	823,439
Net book value
At 31 December 2025	18,553	140	465,525	484,218
At 31 December 2024	66,496	2,061	-	68,557

Page 35


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Tangible fixed assets (continued)

	Company

	Office equipment	Right of use assets	Total
	£	£	£
Cost or valuation
At 1 January 2025	430,973	-	430,973
Additions	12,760	864,546	877,306
Disposals	(67,675)	-	(67,675)
At 31 December 2025	376,058	864,546	1,240,604
Depreciation
At 1 January 2025	365,096	-	365,096
Charge for the year	49,272	399,021	448,293
Disposals	(56,763)	-	(56,763)
At 31 December 2025	357,605	399,021	756,626
Net book value
At 31 December 2025	18,453	465,525	483,978
At 31 December 2024	65,877	-	65,877

The additions to right of use assets arises following the early adoption of the amendments to FRS 102 as explained in note 2.2. Further details of the impact of these amendments are included in note 24.

Page 36


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	3,353,561
	Additions	2,616
	Disposals	(839,386)
	At 31 December 2025	2,516,791

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Plentific Inc	838 Walker Road, Suite 21-2, Dover Kent, Delaware	Ordinary	100%
Plentific GmbH	Karl-Liebknecht-Str. 29A, 10178 Berlin, Germany	Ordinary	100%
Plentific Aurora S.L.	Calle De San Elias 29, 08006, Barcelona, Spain	Ordinary	100%
Plentific Finance Limited (dormant)	Third Floor Yarnwicke, 119-121 Cannon Street, London, England, EC4N 5AT	Ordinary	100%
Gas Tag Limited (dormant)	Third Floor Yarnwicke, 119-121 Cannon Street, London, England, EC4N 5AT	Ordinary	100%
Elec Tag Limited (dormant)	Third Floor Yarnwicke, 119-121 Cannon Street, London, England, EC4N 5AT	Ordinary	100%
X Tag Limited (dormant)	Third Floor Yarnwicke, 119-121 Cannon Street, London, England, EC4N 5AT	Ordinary	100%
Hallnet Limited	Third Floor Yarnwicke, 119-121 Cannon Street, London, England, EC4N 5AT	Ordinary	100%

During the year, the company closed its subsidiary Plentific Yazilim Anonim Sirketi, which led to an investment disposal of £6,905.

Plentific Ltd has provided a guarantee under s479 and Hallnet Limited (Registration number: 03592955) has exercised the exemption available under s479. Therefore, Plentific Ltd have fully guaranteed all the liabilities of the subsidiary Hallnet Limited. The subsidiary, Hallnet Limited, is therefore exempt from audit obligations in accordance with section 479A of the Companies Act.

Page 37


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	1,364,700	1,703,881	1,228,738	1,426,655
Amounts owed by group undertakings	-	-	241,155	-
Other debtors	893,885	1,260,889	871,179	914,849
Prepayments and accrued income	1,042,821	1,581,211	1,028,078	1,567,639
Tax recoverable	-	861,149	-	861,149
	3,301,406	5,407,130	3,369,150	4,770,292

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	6,442,025	-	6,442,025	-
Trade creditors	49,988	62,845	47,723	59,073
Amounts owed to group undertakings	-	-	626,580	1,610,197
Corporation tax	40,341	60,962	40,341	-
Other taxation and social security	1,050,449	905,364	979,048	701,347
Lease liability	401,374	-	401,374	-
Other creditors	116,985	1,765,498	116,421	1,764,472
Accruals and deferred income	3,329,602	3,112,408	2,771,054	2,200,553
	11,430,764	5,907,077	11,424,566	6,335,642

18.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	-	7,572,436	-	7,572,436
Lease liability	169,723	-	169,723	-
	169,723	7,572,436	169,723	7,572,436

Page 38


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Bank loans	6,442,025	-	6,442,025	-
Amounts falling due 1-2 years
Bank loans	-	7,572,436	-	7,572,436
	-	7,572,436	-	7,572,436
Amounts falling due 2-5 years

	6,442,025	7,572,436	6,442,025	7,572,436

During the year ended 31 December 2023 a facility was entered into whereby the Company can drawdown investment funding of US$15m over the following period:

- US$2.5m drawn on closing and no repayment due until 3 October 2026.
- Up to US$7.5m available until 30 June 2024 and if drawn, no repayment until 3 October 2026.
- Up to US$5m available until 31 December 2024 and if drawn, no repayment until 3 October 2026.

The loans attract an interest rate of 11.05% per annum; and 11.05% per annum plus the Prime Rate minus 8.5%.

The loan has a cross company guarantee with other companies within the Plentific Limited group. The debenture includes both fixed and floating charges which are secured over the assets of the Group.

Share warrants have been issued in respect of the loan and further issues will be made if drawdowns are made.

Page 39


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

9,523,869 (2024 - 9,523,869) Ordinary shares of £0.000100 each	952.3869	952.3869
6,280,343 (2024 - 6,280,343) Series A shares of £0.000100 each	628.0343	628.0343
5,950,716 (2024 - 5,950,716) Series B shares of £0.000100 each	595.0716	595.0716
6,286,868 (2024 - 6,286,868) Series C shares of £0.000100 each	628.6868	628.6868
203,761 (2024 - 508,079) H Ordinary shares of £0.000100 each	20.3761	50.8079
2 (2024 - 2) G Ordinary shares of £0.000100 each	0.0002	0.0002

	2,824.5559	2,854.9877

Ordinary, Series A, B, and C shares have full voting and full dividend rights.

Series B and C shares are preference and will be either convertible or a distribution be made as a pro rata to the number of preference shares held of the surplus assets.

H and G Ordinary shares have no voting or dividend rights.

Share warrants have been issued on 3 October 2023 which are tied to the drawdowns of the loan as per note 19. The total share warrants granted are 95,502 and in respect of the drawdowns for the first and second loan tranches, the total of warrants issued are 77,994.

These share warrants will be eligible for exercise in connection with a listing or share sale. The value will be the fair market value per share warrant and shall be the price per Ordinary share at which the share warrants are offered for subscription or sale by or on behalf of the Company.

21.

Reserves

Share premium account

This account represents any premiums received on issues of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Foreign exchange reserve

This reserve comprises translation differences arising from the translation of financial statements of the group's foreign entities into Sterling (£).

Share based payment reserve

This reserve includes all current and prior period movements on share based payment transactions.

Profit and loss account

This account includes all current and prior period retained profits and losses.

Page 40


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Share-based payments
	The company has a share option scheme and a Growth Share scheme. Options are exercisable at the price of £0.01. The options vest over 4 years and may, provided that certain conditions are met, be exercised up to the 10th anniversary of the date of the grant. The options are settled in equity once exercised. If the options remain unexercised after the exercise period, the options expire. Options are forfeited if the employee leaves the company before the options are exercised. Details of the number of share options and the weighted average exercise price of share options during the year are as follows:
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	196	1,525,826	195	1,623,315
Granted during the year	1	1,136,826	96	208,600
Forfeited during the year	(96)	(111,800)	(109)	(306,089)
Outstanding at the end of the year	113	2,550,852	196	1,525,826

					2025	2024

Option pricing model used	Black Scholes	Black Scholes
Weighted average share price (pence)	113	196
Exercise price (pence)	0.01	0.96
Expected volatility	40%	40%
Expected dividend growth rate	0.00	0.00
Risk-free interest rate	4.6%	4.6%

					2025	2024
					£	£

	Equity-settled share-based payments	269,385	(243,991)
		269,385	(243,991)

Page 41


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.	Right of use leases
	Lease liabilities are due as follows for the current year. The comparative figures reflect the future minimum lease payments under non-cancellable operating leases for each of the periods.
		Lease liabilities 2025	Lease payments 2025
		£	£

Not later than one year	401,374	451,529
Between one year and five years	169,723	-
In over five years	-	-
	571,097	451,529

24.

Early adoption of Financial Reporting Standard 102 amendments

The Directors have elected to adopt the amendments to FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" issued by the Financial Reporting Council ("FRC") on 27 March 2024 as part of its Triennial Review. The amendments are effective for accounting periods on or after 1 January 2026, but early adoption is permitted and has been applied in these financial statements.

The following sections have been early adopted in full:

- Section 23 "Revenue" - revised recognition and measurement requirements;
- Section 20 "Leases" - updated lessee and lessor accounting models;

No other changes to FRS 102 apply.

The Directors have applied a modified retrospective approach upon the initial application of the amendments to Section 23 "Revenue" and Section 20 "Leases" and applied the following:

Section 23 "Revenue":
The early adoption of FRS 102 (2024) this year, resulted in applying the five-step model approach, similar to IFRS 15 for revenue recognition. The objective of the model is to ensure the entity recognises its revenue using a method that depicts the transfer of goods or services in direct correlation to the consideration to which the entity expects to be entitled in exchange for those goods or services.

FRS 102: 1.61 requires an entity to apply revised FRS 102:23:

(a) retrospectively with the cumulative effect of initially applying that section recognised as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the date of initial application;

or

(b) retrospectively in accordance with FRS 102: 10.12.

The company has selected the option in (a) above, which means that the company has not restated comparative information and has applied the new Section 23 only to contracts that are not completed contracts at the date of initial application. Accordingly, as the company had no outstanding contracts from last year and transferred all the goods or services identified in accordance with previous requirements for accounting for revenue from contracts with customers, no transition adjustment is shown to the opening balance of retained earnings at the date of initial application.

Page 42


PLENTIFIC LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

An adjustment in the brought forward profit and loss account of £151,131 was made (see consolidated statement of changes in equity) which shows the adjustment. This relates to income recognised in the prior year at the invoice date that under the revised standard should now be deferred over the full contract period. This is a one-off adjustment to align the prior year with the current year's revised revenue recognition policy.

Section 20 "Leases":
The early adoption of FRS 102 (2024) this year resulted in the recognition of right-of-use assets and lease liabilities. Until 31 December 2024, the company recognised lease payments as expenses in the period to which they related. The company adopted the modified retrospective approach, determining right-of-use assets and lease liabilities starting from the date of initial application of 1 January 2025. The cumulative effect of the initial application is recognised as an adjustment to the opening balance sheet. There is no restatement of comparative information.

The entity has taken advantage of the practical expedient in accordance with section 1.48 of FRS 102 and has applied this treatment to all of its leases. The cumulative effect of the initial application recognised as an adjustment to the opening balance of retained earnings at 1 January 2025 is £nil.

The company had only one lease relating to the office premises, which the company previously treated as an operating lease under FRS 102 (2022). The right-of-use asset is calculated at an amount equal to the lease liability that would have been recognised in the balance sheet at 1 January 2025 (initial application date). The company applied a 11% discount rate, the obtainable borrowing rate, to calculate the present value of the remaining lease payments.

As a result of the change in accounting for leases, the company has recognised, at the start of the period, a right-of-use asset amounting to £889,785 and lease liabilities amounting to £889,785.

Disclosure of the change in value of the right-of-use assets and lease liabilities during the period is included in Note 14 and Note 17.

The overall impact is a lower profit before tax of £7,381 for the year ended 31 December 2025.

25.	Related party transactions
	The company has taken advantage of the exemptions provided by Section 33 for FRS 102 ‘Related Party Disclosures’ and has not disclosed transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is party to the transaction is wholly owned by a member of that group.

26.	Controlling party

There is no ultimate controlling party.

Page 43