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

Talan (formerly known as Gemserv) is an expert provider of professional services in a world driven by data and technology. We are purpose-driven and have grown and diversified to offer consultancy and outsourcing capabilities across several rapidly expanding markets. We deliver energy, low carbon, and cyber & privacy consultancy services which are also supported by corporate services teams. We have offices in London, Birmingham and Dublin as well as serving international clients.

Our purpose is making things that matter work better for everyone. This is about tackling today’s social and environmental challenges, from the ethical use of data through to addressing climate change.

Following a process to find a suitable investor to support future growth ambitions, Gemserv Limited, now Talan UK & Ireland, following a company name change on 12th August 2025, and its subsidiaries were acquired by Talan SAS, part of the Talan Group headquartered in Paris, on 23 January 2023. Talan Group is an IT transformation consultancy with significant digital and data capability, over 4,500 staff and operations in 15 countries.

Talan UK & Ireland provides the Talan Group with expertise in cyber security, energy regulation, policy, and the transition to net zero and takes a leadership role in these areas across the wider group.

Our strategic priority remained to grow and diversify the business such that it is less financially dependent on a few large contracts. A key driver of growth has been to capitalise on market disruptions that have come about from technology advances and government policy. This includes the global transition to net zero, the proliferation of data and associated privacy and security issues, and the increase in digitalisation.

Over the year Talan UK & Ireland:

• enabled consumers to switch to a better energy deal through our code management services to the Retail

Energy Code.

• assisted the government’s programme to roll-out 53m smart meters - crucial for the transition to a clean

energy system - through our work on the Smart Energy Code and other contracts.

• supported the development of low carbon heating solutions through our contribution to the government’s

Heat Networks Investment Project, Heat Networks Efficiency Scheme and other contracts.

• continued to provide secretariat services to the Hydrogen UK trade association – attracting major brands at

a time when hydrogen is gaining prominence as a net zero compatible fuel.

• project managed a world-first trial to use ammonia in the production of hydrogen as a clean fuel.

• protected people’s privacy and data through our data governance services.

• strengthened the IT security of numerous business and public sectors organisations through our cyber security work.

Talan UK & Ireland’s largest customers by revenue were industry bodies fulfilling central regulatory roles in the UK energy industry.

Other key clients consist of government bodies such as the Department for Energy Security and Net Zero. The remaining customer base comprises organisations from across the economy where we provide sector-agnostic services such as management consultancy, cyber security, data protection and digital transformation.

The business continues to invest to retain and grow market share. We further invested in building our presence in the nascent energy flexibility market, in developing an influential position in the hydrogen advisory market, growing our assurance services and adding to our cyber security capabilities through our threat intelligence service.

We are structured with a Business Unit for each target market. Each Unit is headed by a senior manager and has a business plan and P&L with full visibility and accountability for performance. There is cross working between Business Units, most notably with the Cyber & Privacy unit which provide services across all our target markets, including having their own clients. Business Units are supported by corporate services such as finance, HR, IT, bid support and marketing.

To extend our market influence we shared our ideas through thought leadership papers, blogs, webinars, and other influencing activities on key issues such as energy market governance reform, net zero, cyber security and data protection.

Talan UK & Ireland is entirely dependent on its people. We continued to strengthen Diversity and Inclusion overseen by the ED&I committee that includes Board representation. We continued with actions to address our gender pay gap such as balanced shortlists for senior roles. We are a ‘Disability Confident Committed Employer’.

We monitor our performance through a combination of financial and non-financial indicators. These include annual and longer-term metrics and are an important factor in determining bonus pay-outs. The indicators also provide greater foresight, enabling us to better anticipate forward trends, acting as an early warning so we can adapt to changing circumstances.

The indicators include:

• Sales, revenue, profit, gross margin and pipeline

• Business diversification

• Partnerships

• Reputation and client satisfaction

• Marketing effectiveness

• Employee metrics

• ESG measures

• Digital capability

Risk management continued to be an important focus for the Executive and Board. Market disruption, cyber & data security, our supply chain and Talan UK & Ireland growing into a bigger and more complicated business have all been key themes. The Executive Committee evaluates the effectiveness of Talan UK & Ireland’s risk management processes and informs the Board of any key findings. The corporate level risks managed include:

Talan UK & Ireland has refined its strategy following the acquisition by Talan. The focus of our strategy has been to create a broad-based professional services firm with core commitment to ESG principles. The Board has also set an ambition to grow revenues and profits, and to develop other income streams beyond traditional time and materials revenue.

The previous three years of the strategy have seen major investments in new capabilities and ventures to expand expertise, grow the talent base, harness digital technology and give a solid platform for future growth. This has been funded from profits in the business, and acquisitions from cash on the balance sheet.

As part of a larger group, Talan UK & Ireland has the opportunity to access wider markets and more clients for its core services in energy, the transition to net zero, and cyber security. The focus has moved from developing new capabilities, to deploying these across a wider client and geographical base, and the Board is working with counterparts across the Talan Group to deliver this growth.

Talan UK & Ireland operates in sectors that themselves are going through huge change driven by technology, climate change, increasing longevity, and rise of cybercrime. The scope for growth in UK and internationally is significant.

There are 4 pillars to the strategy:

Accelerate Growth – Talan UK & Ireland will invest in developing capabilities and driving profitable business in new markets. The business continues to reduce dependence on a few large, legacy contracts in energy regulation and now enjoys a diffuse revenue base albeit with energy continuing to play a major role. Talan UK & Ireland continues to focus on sectors experiencing rapid growth and disruption.

Build Relationships – Whilst Talan UK & Ireland is an important market leader in aspects of the energy sector, it is less well known in other markets. A focus is therefore on building brand and influence in those newer areas. It is also forging innovative partnerships and taking existing client relationships from being that of deliverer of contracts to strategic partner.

Cultivate Talent – Building on IIP Gold accreditation, the company is becoming a career destination of choice, with opportunities for staff to reach their full potential as part of a growing and vibrant business. B-Corp accreditation will further embed our focus on ESG which is increasingly becoming a differentiator for our staff.

Digital First – harnessing the power of data and digital technology is a priority across client services and company back office. Talan UK & Ireland is looking to drive greater efficiencies and innovation through the use of digital technology.

Businesses must do more than simply make a profit - they must discharge a wider responsibility to society and the environment. We embrace this ethos at Talan UK & Ireland where we strive to make a positive, long-term, and sustainable contribution in all that we do. We do not see this as a trade off with profitability. Indeed, ESG is a driver of efficiency and growth as well as being the right thing to do. Our staff, and increasingly, our clients, expect nothing less.

Whilst currently progressing through the reaccreditation process, given the change in company name and branding, We remain aligned to the principals of being a certified B-Corp and as such have published an Impact Report which outlines the impact of Talan UK & Ireland on its clients, community, colleagues and the environment.

As an organisation, we are committed to using business as a force for good and upholding our statutory duties under Section 172 of the UK Companies Act 2006 is a key part of this commitment. The Directors believe that Talan UK & Ireland’s success is not only measured by financial performance, but also by its positive impact on our stakeholders, including employees, customers, suppliers, and the wider community.

We believe that this duty extends beyond our legal obligations and is central to our company's purpose, values, and long-term success. As such, we actively engage with our stakeholders to understand their needs and concerns, and we strive to balance their interests with those of our shareholders in all our decision-making processes.

To embed this commitment, the company Articles were amended to give greater prominence to stakeholder interests and social and environmental issues. This was driven by the company’s application to become a B-Corp, something which was achieved in April 2022 and remains in place today.

The Talan UK & Ireland Board ensures a dialogue with all stakeholders including: shareholders; Government departments; regulators; customers; suppliers, and employees.

Engagement with shareholders is undertaken through regular communications with Talan Group management personnel and via the Talan Group Advisory Board, it is here where the strategy and objectives of the Company are discussed as well as any key developments shared.

Employee engagement encompasses opportunities for employees to meet with and feed back to Senior Management and Directors, giving the workforce a voice at the Board, and regular communication with the workforce through emails, newsletters, and staff meetings on the strategy, staff engagement, innovation, and Corporate Social Responsibility. During the year, the use of virtual meeting technology and regular online staff surveys provided a valuable two-way feedback mechanism between the Board and staff. Talan UK & Ireland has been recognised as a Great Place to Work, providing important third-party validation of our efforts with our people.

The Board monitors engagement with other stakeholders using a methodology to track the effectiveness of interactions and the level of engagement and influence achieved with customers, regulators, Government and others. In addition, Talan UK & Ireland receives periodic feedback from key stakeholders in the energy industry via the independently conducted Code Managers’ Survey.

We recognise that our stakeholders have a vital role to play in shaping our company's strategy, and we are committed to listening to their feedback and taking it into account when making important decisions. We also believe that our success is linked to the health and sustainability of the wider community, and we are committed to being a responsible corporate citizen by minimising our environmental impact, promoting diversity and inclusion, and contributing to the well-being of our local communities. We believe that by doing so, we can create value for all our stakeholders and build a sustainable and resilient business that can thrive in the long term.

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 12.

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:

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

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 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.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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 parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the group's and parent company's ability to continue as a going concern.

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 parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Talan UK & Ireland Limited (formerly Gemserv Limited) (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 and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the consolidated and company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended;

• the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

• the financial statements 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 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 group's and 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 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.

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the professional services driven by data and technology sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, environmental and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims;

• reviewing correspondence with HMRC and reviewing for evidence of correspondence with legal advisors; and

• reviewing board minutes provided to us by those charged with governance.

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.

There are inherent limitations in our audit procedures described above. The more removed that laws and

regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations

to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they

may involve deliberate concealment or collusion.

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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company's profit for the year was £1,590,933 (2024: £1,171,941).

Talan UK & Ireland Limited (formerly Gemserv Limited) is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 77 Gracechurch Street, London, EC3V0AS. The company's principal activity is the provision of professional consultancy services.

The group consists of Talan UK & Ireland Limited (formerly Gemserv Limited) and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention.

Parent Company Disclosure Exemptions

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available to qualifying entities:

• Only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations for the group and the parent company would be identical;

• Disclosures in respect of the parent company's income, expense, net gains and net losses on financial instruments measured at amortised cost have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and

• No disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.

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.

The consolidated group financial statements consist of the financial statements of the parent company Talan UK & Ireland Limited (formerly Gemserv 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 statement of financial position 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.

Talan truehas a sound financial record including strong operating cash flows derived from recurring revenues across a range of contracts. At the time of the approval of the financial statements the majority of the Group’s revenue-generating activities are continuing, underpinned by long-term contracts, and there has been no indication of issues with clients’ ability to pay on a timely basis. Therefore, the Board confirms that, after making appropriate enquiries, it is of the opinion that the Group has adequate resources to meet its obligations and continue in operational existence for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing these accounts. Please see the Strategic Report.

The directors have at the time of approving the financial statements, 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.

IFRS 15 "Revenue from contracts with Customers" is a principle based model of recognising revenue from contracts with customers. It has a five step model that requires revenue to be recognised when control over goods and services are transferred to the customers.

Revenue is recognised upon completion of service or at agreed milestones to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Where contracted services have been rendered but not invoiced at the year end, the value of these services is recognised within accrued income. Conversely, where services have been invoiced in advance, these sums are carried forward at the year end as deferred income and included in creditors.

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:

• Software: 3-5 years

Property, plant and equipment 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 income statement.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. 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 group holds a long-term interest and 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.

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 end date, the group reviews the carrying amounts of its tangible 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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.

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 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.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

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

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 income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 when the group has 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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 inventories or non-current 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 group 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.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

In the current year, the following new and revised standards and interpretations have been adopted by the group and have an effect on the current period or a prior period or may have an effect on future periods:

In the application of the company’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, if the revision affects only that period, or in the period of the revision and future periods if 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 outlined below.

The determination of fair value involves significant judgement and the use of estimates, including assumptions regarding expected contract revenues, forecast costs to complete, customer usage patterns, contract renewal probabilities, stand-alone selling prices and the likelihood of achieving contractual performance targets. These assumptions are based on historical experience, current market conditions and management's expectations of future events.

The estimated fair values are reviewed at each reporting date and updated where necessary to reflect changes in facts and circumstances. Due to the inherent uncertainty associated with these estimates, actual outcomes may differ from those initially assessed.

All revenue is derived from the rendering of services.

Segment Information

The Chief Operating Decision Maker ("CODM") has been identified as the Directors. The CODM reviews the groups internal reporting in order to assess performance and allocate resources. The CODM has determined that there is one single operating segment, the provision of professional services. Whilst the Group delivers services to clients in multiple sectors, management consider its principal activity to be one single operating segment, with all revenue streams and divisions of the Group having similar economic characteristics.

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

Their aggregate remuneration comprised:

The total amount of Directors' remuneration and other benefits was £454k (2024: £320k). The remuneration of the highest paid Director was £214k including £17k pension contribution (2024: £209k including £8k pension contribution). Pension contributions for the Director amounted to £34k (2024: £48k). During the financial year 3 (2024: 2) Directors accrued benefits within the Talan defined contribution scheme.

Key management remuneration

The total amount of key management remuneration and other benefits was £540k (2024: £554k). The Management Team consists of senior managers who have responsibility for business operations. This includes the Executive Directors.

The charge for the year can be reconciled to the loss per the income statement as follows:

Pillar Two legislation

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. However, this legislation does not apply to the Group in the financial year beginning 1 January 2024, nor the financial year beginning 1 January 2025, as its consolidated revenue does not meet the legislation requirements of being greater than €750m in two of the four preceding years, the Group will continue to monitor the legislation in future years.

The group leases a number of assets with all lease payments, in-substance, fixed over the lease term. All expected future cash outflows are reflected within the measurement of the lease liabilities at each period end. As at 31 December 2025, there were 2 active leases (2024: 3).

Extension, termination and break options

The Group sometimes negotiates extension, termination, or break clauses in its leases. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

Incremental borrowing rate

The Group has adopted a rate of 5% as its incremental borrowing rate, being the rate that the individual leassee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Property, plant and equipment includes right-of-use assets, as follows:

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

The Parent Company has provided parental guarantees to a number of subsidiaries which exempts them from the requirement to have an audit under s479a of the Companies Act 2006. The subsidiary that has received a guarantee is Ecuity Advisory Ltd (company number 13042922).

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

The Group is exposed through its operation to the following financial risks: credit risk, interest rate risk, foreign exchange risk and liquidity risk. Risk management is carried out by the Directors of the Group. Where considered necessary the Group uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to where it is exposed.

The Group finances its operations through a mixture of cash and liquid resources and various items such as trade receivables and trade payables which arise directly from the Group's operations.

Except as detailed below, the carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the group's maximum exposure to credit risk.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations. In order to minimise the risk, the Group endeavours to only deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the carrying value of its financial receivables, trade and other receivables and cash and cash equivalents as disclosed in the notes to the financial statements.

The receivables' age analysis is evaluated on a regular basis for potential doubtful debts, considering historic, current and forward-looking information. No impairments to trade receivables have been made to date. Further disclosures regarding trade and other receivables are provided within the notes to the financial statements.

Credit risk also arises on cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating "B+" are accepted. Currently all financial institutions whereby the Group holds significant levels of cash are rated from AA- to A+.

Interest rate risk

The Group currently does not have any debt and as such interest rate risk exposure for the Group is minimal.

Except as detailed below, the directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.

A maturity analysis of the Groups trade and other payables is shown below:

The Group operates internationally and is exposed to currency risk arising on cash and cash equivalents, receivables and payables denominated in a currency other than the respective functional currencies of the Group entities, which are primarily Sterling and Euro.

The carrying amounts of the group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

Trade payables, amounts owed to group undertakings, other creditors and accruals included above are carried at amortised cost.

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

Equity comprises share capital, share premium, foreign exchange reserve and the profit and loss account and is equal to the amount shown as “Equity” in the consolidated statement of financial position.

The Group’s current objectives when maintaining capital are to:

• Safeguard the Group’s ability as a going concern so that it can continue to pursue its growth plans.

• Provide a reasonable expectation of future returns to shareholders.

• Maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term.

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of underlying assets. During the the year ended 31 December 2024 and the year ended 31 December 2025 the Group’s business strategy remained unchanged.

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

Share capital represents the nominal value of shares that have been issued.

The share capital as at 31 December 2024 has been restated as disclosed in note 37 to account for a previously undisclosed share issue. On 21 May 2024, the company issued 14,392 B Ordinary shares of £1 each for a total consideration of £17,270.

Share premium represents any premiums received on issue of share capital. Any transaction costs associated with the issue of the shares are deducted from share premium.

Capital redemption reserve records the nominal value of shares repurchased by the company.

The group is not subject to any externally imposed capital requirements.

Wholly owned subsidiaries

During the period, purchases of £NIL (2024: £55k) were made from Gemserv Ireland Ltd, a wholly owned subsidiary of Talan UK & Ireland Limited which is consolidated into these financial statements.

During the period Ecuity Advisory Limited, a wholly owned subsidiary of Talan UK & Ireland Limited which is incorporated into these financial statements, paid a dividend of £NIL to Talan UK & Ireland Limited.

Transactions with other Talan Group subsidiaries

During the period, sales of £268k (2024: £207k) were made to Talan Corporate Limited while purchases amounted to £720k (2024: £696k), an entity that is controlled by Talan Holding, the ultimate parent company of Talan UK & Ireland Limited. As at 31 December 2025, Talan UK & Ireland Limited owed to Talan Corporate Limited £1,351k (2024: £843k).

During the period sales of £172k (2024: £331k) were made to Business Data Partners Ltd, an entity that is controlled by Talan SAS, the parent company of Talan UK & Ireland Limited. As at 31 December 2025 £26k (2024: £68k) remains outstanding owed to the group from Business Data Partners Ltd.

During the period, sales of £249k (2024: £321k) and purchases totalling £604k (2024: £42k) were made to Talan Consulting UK Limited, an entity that is controlled by Talan Holding, the ultimate parent company of Talan UK & Ireland Limited. At the end of the year, Talan UK & Ireland Limited was owed £k (2024: £39k owed to) to Talan Consulting UK.

During the period, sales of £48k (2024: £14k), and purchases of £39k (2024: £66k) were made to Talan Consulting France an entity that is controlled by Talan Holding, the ultimate parent company of Talan UK & Ireland Limited. As at the year end Talan UK & Ireland Limited owed £16k (2024: £22k).

During the period, there was purchases made with Talan SAS entity that is controlled by Talan Holding, the ultimate parent company of Talan UK & Ireland Limited, totalling £133k (2024: £123k), as at the year end Talan SAS owed Talan UK & Ireland Limited £2,880k (2024: £389k).

During the period, there was purchases made with Talan Tunisia Consulting, an entity that is controlled by Talan Holding, the ultimate parent company of Talan UK & Ireland Limited, totalling £930k (2024: £228k). As at the year end Talan UK & Ireland Limited owed £1,034k (2024: £228k).

During the period purchases of £NIL (2024: £NIL) were made from Talan Consulting Espana, an entity that is controlled by Talan SAS, the ultimate parent company of Talan UK & Ireland Limited. As at the year end Talan UK & Ireland Limited was owed £NIL (2024: £3k).

Talan's Board agreed to pay the cost of management's legal advice in conjunction with the sale of the company to Talan. This totalled £78k, the cost being incurred on behalf of 7 individuals on the management team including the two executive directors.

Talan SAS, registered office 14-20 rue Pergolese, 75116 Paris, France, owns 100% of Gemserv Ltd and in doing so is the parent company of Talan UK and Ireland Limited.

Talan Holding, registered office 14-20 rue Pergolese, 75116 Paris, France, owns 100% of the share capital of Talan SAS and is therefore the ultimate controlling party of Talan UK and Ireland Limited.

The largest group into which these accounts are consolidated is Talan Holding.

The Parent Company has provided parental guarantees to a subsidiary which exempts them from the requirement to have an audit under s479a of the Companies Act 2026. The subsidiary that has received a guarantee is Ecuity Advisory Ltd (company number 13042922).

Subsequent to the reporting date, the trade and business activities of Talan Consulting UK Limited and Pas A Pas UK Limited were transferred to Talan UK and Ireland Limited. This event occurred after the reporting period and did not affect the assets and liabilities recognised at the reporting date.

During the year, the Group identified an error in the prior year financial statements relating to a previously unrecorded share issue.

As a result, share capital and share premium in the prior year financial statements was understated. The error has been corrected by restating the comparative financial information in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.