REGISTERED NUMBER: 15141819 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Biotalent Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Statement of Directors' Responsibilities

5

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

N Baxter

H Vaya

J Cox

REGISTERED OFFICE:

10 Bishops Square

London

E1 6EG

REGISTERED NUMBER:

15141819 (England and Wales)

AUDITORS:

Shinewing Wilson Accountancy Limited

Chartered Certified Accountants

and Statutory Auditors

9 St Clare Street

London

EC3N 1LQ

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

REVIEW OF BUSINESS

The principal business activity of the Company during the period was the provision of staff recruitment services.

During the period, Biotalent Limited operated through its parent company's group head offices in London, predominantly focusing on recruitment disciplines across the life sciences sector, from Research & Development to Data Science & AI, Engineering, Clinical, and Quality.

The Company navigated a prolonged soft market with relative resilience despite a challenging macroeconomic environment. Building on the prior year's objectives, the Company has successfully accelerated its growth in the US market, increasing its share of total turnover from 28.5% in 2024 to 47.2% in 2025. Operating losses decreased 62.1% compared to the previous year, reflecting underlying operational strength and a disciplined focus on cost reduction and efficiency improvements. However, market conditions continued to deteriorate throughout most of 2025, as economic and political uncertainty weighed on business confidence and reduced placement volumes, with only brief periods of improvement.

FUTURE DEVELOPMENTS

At the start of 2026, the Company has shown encouraging signs of recovery, with growth primarily driven by strong performance in permanent NFI. The business remains focused on strengthening its market positioning and delivering sustainable growth through a diversified solutions offering. Key strategic initiatives include the launch of the BioX executive search brand, scaling the Talent Science proposition with a target of £1m revenue in 2026, and repositioning BioTalent as a strategic talent consultancy by the end of H1 2026.

In parallel, an increased emphasis on in-person client engagement is expected to enhance the quality of job flow and support higher-value opportunities, providing a solid foundation for the next phase of growth. BioTalent has delivered consistent growth throughout the first quarter of 2026, and current momentum supports expectations of continued growth across the remainder of the year.

KEY PERFORMANCE INDICATORS

The key performance indicators of the company were as follows:

31 December 2025

31 December 2024

Change

£'000000

£'000000

Turnover

6,229

7,301

-14.7%

Gross profit

1,925

3,381

-43.1%

Operating profit/(loss)

(1,071

)

(2,827

)

-62.1%

Net fees per consultant

80

64

25.3%

Average headcount

27

30

-10.0%

As at 31 December 2025, the Company had net current liabilities of £921,699 (2024: £392,401) and net assets of £3,958,226 (2024: £5,131,254).

PRINCIPAL RISKS AND UNCERTAINTIES

Key risks affecting the company include economic uncertainty, regulatory environment, loss of key personnel and financial risks including credit, liquidity and cashflow risks. The company does not have any financial assets exposed to price risk.

Regulatory Environment:

The recruitment industry continues to face increasing regulatory, and compliance demands from both public authorities and clients. To mitigate these risks, the Company maintains strong internal controls and is supported by a dedicated compliance function to ensure adherence to evolving requirements.

Economic Uncertainty:

Economic uncertainty remains a key risk for the Company, particularly in its impact on the employment market. To mitigate this, the Company closely monitors economic conditions and assesses potential implications for its operations. It also adapts its strategies and service offering to remain resilient in a changing environment, supporting its ability to navigate fluctuations in hiring demand.

Loss of Key Personnel:

The loss of key personnel represents a significant risk to the Company. To mitigate this, the Company places strong emphasis on employee development, well-being, and engagement, offering clear opportunities for training and career progression. In addition, competitive, performance-related incentive structures are in place to attract, retain, and motivate key talent, supporting continuity and organisational stability.

Credit Risk:

Credit risk is the risk of loss from a client or counterparty not being able to meet its obligations in repaying debt due. Our policies focus on mitigating such risks through targeted credit checks, periodic review of debtor profile and having a diverse range of clients.

Liquidity and Cashflow risk:

Liquidity risk involves the Company facing challenges in meeting financial liabilities. Cashflow risk is the risk of disruption to cashflow that will affect the Company's ability to fund its operations. To mitigate these risks, the Company targets cash collection, encouraging internal stakeholders to provide support in this process.

The directors believe that the company has adequate resources to manage its business risks successfully.

ON BEHALF OF THE BOARD:

N Baxter - Director

11 August 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

No dividends have been declared and distributed during the period ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

N Baxter

H Vaya

J Cox

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen to disclose information relating to principal activities, future developments, financial risk assessment in the Strategic Report in accordance with Section 414C (11) of the Companies Act 2006.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Shinewing Wilson Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N Baxter - Director

11 August 2026

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of Biotalent Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, 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 company's affairs as at 31 December 2025 and of its 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 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.

The directors' assessment of the Company to continue to adopt the going concern basis of accounting is summarised in note 2 to the financial statements. Our evaluation of this assessment included reviewing the confirmation that the Company could receive continuing financial support from the parent company, which has not requested immediate repayment, and obtaining evidence that the company has sufficient financial resources to provide this support.

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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 Statement of Directors' Responsibilities set out on page five, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors 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 our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation.

- Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation, employment law, off-payroll working rules (IR35), General Data Protection Regulation (GDPR), Agency Worker Regulations, Equality Act 2010, and UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code).

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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 Report of the Auditors.

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 a Report of the Auditors 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.

Nijendra Dhungana FCCA (Senior Statutory Auditor)

for and on behalf of Shinewing Wilson Accountancy Limited

Chartered Certified Accountants

and Statutory Auditors

9 St Clare Street

London

EC3N 1LQ

13 August 2026

TURNOVER

4

6,229,345

7,300,843

Cost of sales

4,304,553

3,919,344

GROSS PROFIT

1,924,792

3,381,499

Administrative expenses

2,995,603

6,208,073

OPERATING LOSS

(1,070,811

)

(2,826,574

)

Interest payable and similar expenses

7

5,470

21,248

LOSS BEFORE TAXATION

8

(1,076,281

)

(2,847,822

)

Tax on loss

9

96,747

(279,076

)

LOSS FOR THE FINANCIAL YEAR

(1,173,028

)

(2,568,746

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,173,028

)

(2,568,746

)

FIXED ASSETS

Intangible assets

11

5,232,471

5,900,446

Tangible assets

12

23,258

46,988

Investments

13

-

-

5,255,729

5,947,434

CURRENT ASSETS

Debtors

14

3,884,463

3,471,924

Cash at bank

118,501

102,571

4,002,964

3,574,495

CREDITORS

Amounts falling due within one year

15

4,924,663

3,966,896

NET CURRENT LIABILITIES

(921,699

)

(392,401

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,334,030

5,555,033

PROVISIONS FOR LIABILITIES

16

375,804

423,779

NET ASSETS

3,958,226

5,131,254

CAPITAL AND RESERVES

Called up share capital

17

1,000

1,000

Share premium

7,699,000

7,699,000

Retained earnings

(3,741,774

)

(2,568,746

)

SHAREHOLDERS' FUNDS

3,958,226

5,131,254

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2026 and were signed on its behalf by:

N Baxter - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

1,000

-

7,699,000

7,700,000

Total comprehensive income

-

(2,568,746

)

-

(2,568,746

)

Balance at 31 December 2024

1,000

(2,568,746

)

7,699,000

5,131,254

Changes in equity

Total comprehensive income

-

(1,173,028

)

-

(1,173,028

)

Balance at 31 December 2025

1,000

(3,741,774

)

7,699,000

3,958,226

1.	STATUTORY INFORMATION

Biotalent Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The Company had net current liabilities of £922K as at 31 December 2025, which is mainly owed to the immediate parent company Investigo Limited, no short-term demand on the repayment of the funds is expected to be instructed. After reviewing the company's cash position, forecasts and projections for a period of 12 months from the accounts signing date, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Comparative figures

Certain comparative figures have been restated where necessary to confirm with current year presentation.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue from permanent placements is derived from both, retained assignments whereby income is recognised on completion of defined stages of the recruitment process and non-retained assignments, whereby income is recognised when the candidate commences full-time employment with a client.

Revenue arising from temporary candidates is recognised over the period that the temporary staff are provided and on receipt of an authorised timesheet.

Provision for refunds related to permanent candidates is made by the management for credit notes based on the expected level of unsuccessful transactions, which is based on past historical experience of credit notes over permanent sales. General provision for temporary candidates is provided at various percentages according to the group policy.

Intangible assets and goodwill

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Database and Trademark are being amortised evenly over their estimated useful life of ten years.

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the company's interest in the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill is amortised over its expected useful life which is estimated to be ten years. Goodwill is reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. No reversals of impairment are recognised.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.

Depreciation is provided on the following basis:

Computer equipment

3 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement.

Financial instruments

The company has chosen to adopt Section 11 of FRS102 in respect of financial instruments.

Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled; or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party; or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial instruments - continued

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Share capital

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The company's ordinary shares are classified as equity instruments.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Non-monetary items would never be retranslated. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Investments in subsidiaries

Investments in subsidiaries are carried at cost less impairments and valued on an individual basis.

Pension costs and other post-retirement benefits

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Income Statement 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 Company in independently administered funds.

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

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In preparing the financial statements, management is required to make estimates and assumptions which affect reported income, expenses, assets and liabilities. Use of available information and application of judgement are inherent in the formation of the estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such 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.

Recoverable amount of cash-generating unit

Annually, the company considers whether intangible assets are impaired. Where an indication of impairment is identified, the estimation of recoverable value requires projection of future cash flows using appropriate discount rates in order to calculate the net present value of those cash flows.

In 2025, no impairment considered necessary after review (2024: Nil). See note 11 intangible fixed assets.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Recruitment Services

6,229,345

7,300,843

6,229,345

7,300,843

An analysis of turnover by geographical market is given below:

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

United Kingdom

2,485,733

3,897,284

Europe

801,795

1,319,287

Rest of the world

2,941,817

2,084,272

6,229,345

7,300,843

5.	EMPLOYEES AND DIRECTORS

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Wages and salaries

2,006,564

2,981,325

Social security costs

263,542

359,634

Other pension costs

44,667

50,680

2,314,773

3,391,639

The average number of employees during the year was as follows:

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

Sales

24

27

Administrative

3

3

27

30

6.	DIRECTORS' EMOLUMENTS

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Directors' remuneration

200,000

233,333

Directors' pension contributions to money purchase schemes

15,965

12,443

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Emoluments etc

200,000

233,333

Pension contributions to money purchase schemes

15,965

12,443

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Bank interest

5,470

21,248

8.	LOSS BEFORE TAXATION

The loss is stated after charging:

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Depreciation - owned assets

23,730

23,210

Goodwill amortisation

356,075

415,421

Database & Trademark amortisation

311,900

363,883

Auditors' remuneration

9,500

9,500

Taxation compliance services

1,000

1,000

Other non- audit services

1,500

1,500

Foreign exchange differences

7,393

15,605

9.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the loss for the year was as follows:

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Deferred tax:

Tax credit on loss

144,722

(223,105

)

Reversal of timing difference

(47,975

)

(55,971

)

Total deferred tax

96,747

(279,076

)

Tax on loss

96,747

(279,076

)

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

15.9.23

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Loss before tax

(1,076,281

)

(2,847,822

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(269,070

)

(711,956

)

Effects of:

Expenses not deductible for tax purposes

(606

)

5,014

Depreciation in excess of capital allowances

140,474

161,703

Deferred tax not provided during the year

273,924

322,134

Deferred tax utilised during the year

(47,975

)

(55,971

)

Total tax charge/(credit)

96,747

(279,076

)

Deferred taxes at the statement of financial position date have been measured using these enacted tax rates and reflected in these financial statements.

OECD Pillar Two model rules

The company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective in 2024.

Under the legislation, the company is liable to pay a top-up tax in the UK for the difference between the Globe effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect.

The company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to FRS 102 section 29 issued in July 2023.

10.	PRIOR YEAR ADJUSTMENT

The comparative figures have been restated in the balance sheet, related notes, and income statements of the prior year financial statements due to deferred tax liability arising on the acquisition of a customer list recognised as part of a previous business combination had not been recognised.

The omission resulted in the carrying amounts of goodwill and deferred tax liabilities being misstated in the prior period. The adjustments made to the balance sheet and income statement have not resulted in the change of retained earnings in the prior year's financial statements.

The error has been corrected by restating each of the affected financial statement line items for the prior period as follows:

Statement of financial position

31 December 2024

Increase/ (Decrease)

31 December 2024

(extract)

(Restated)

£

£

£

Goodwill

2,721,550

423,779

3,145,329

Deferred tax liability

-

(479,750

)

(479,750

)

Statement of profit or loss

31 December 2024

Increase/ (Decrease

)

31 December 2024

(extract)

(Restated

)

£

£

£

Goodwill amortisation

359,450

55,971

415,421

Deferred tax - Reversal of timing

-

(55,971

)

(55,971

)

difference