Public Digital Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company Registration No. 09819399 (England and Wales)
Public Digital Limited
Company Information
Directors
M T Bracken
A D Greenway
T W F Loosemore
B J Terrett
L R Cowley
M Derr
E Gawen
Secretary
B J Terrett
Company number
09819399
Registered office
9 Perserverance Works
London
United Kingdom
E2 8DD
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Business address
262 High Holborn
London
WC1V 7EE
Bankers
HSBC Bank Plc
31 Holborn
London
EC1N 2HR
Public Digital Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of income and retained earnings
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 26
Public Digital Limited
Strategic Report
For the year ended 31 December 2025
Page 1

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

Review of the business

Public Digital is a transformation consultancy that works with leading businesses, governments and global institutions, helping them to change their ways of working to become more responsive, adaptable and impactful.

- Digital strategy: We help organisations set a digital strategy which translates into tangible delivery

- Data strategy: We help businesses and governments develop their strategic approach to data

- Operating model: We help organisations design and adopt operating models that let them respond to ever-changing customer needs

- Service design: We help organisations make their services simpler, faster and more impactful by focussing their teams on users’ needs

- Cyber security: We help organisations safeguard against cyber risk by raising technical resilience and building leadership confidence

- Executive development: We train, coach and advise executives on how to lead organisations through digital transformation

- Digital capability building: We help organisations across the world build and develop high-performing digital teams and lasting capability

- Technology review: We help organisations develop a responsive, resilient and sustainable approach to their technology

- De-risking programmes: We help organisations set up large-scale technology-enabled change programmes for success

Our financial performance has been strong with revenues of £22m (2024: £18m) and PBT at £2.8M (2024: £2.6m) - this represents 23% year-on-year growth.The financial position of the company is strong, with net assets of £5.1m at the end of 2025 (2024: £3.4m).

There has not been any further geographic expansion since we opened legal entities in Canada and Nigeria in 2024, and since 31 December 2025 we have closed our legal entity in Nigeria. Our entity in Canada remains dormant pending sales with the Canadian government.

Public Digital Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 2
Principal risks and uncertainties

Management continually monitors the key risks facing the company together with assessing the controls used for managing and mitigating these risks.

The Board of Directors meets six times a year and formally reviews the key risks facing the company at least annually. The principal risks and uncertainties facing the company are as follows:

- Foreign exchange risk: Public Digital is exposed to foreign exchange risk, as our invoicing and expenditure currencies are not always perfectly aligned. We operate a successful hedging strategy that mitigates foreign exchange risk on receivables.

- Credit risk: Public Digital is exposed to credit risk but this is minimal. The majority of Public Digital's income is from naturally low-risk sources: government bodies, supra-national organisations or philanthropic funds. Corporate income is almost exclusively from large public corporations where credit risk is very low.

- Key person risk: Our key person risk is monitored by the Board, and has reduced following additional appointments.

Going concern

The Board believes that the company will continue to successfully operate for the foreseeable future and has neither the intention or necessity to liquidate or cease trading. Public Digital has a strong balance sheet and even with a complete cessation of new sales activity would be able to cover costs for a 3-month period from the date of the approval of these financial statements. Public Digital has grown every year since its formation in 2015, in terms of people, revenue and profits. This performance suggests that Public Digital will continue to be able to operate profitably.

This history, and a positive forward book of contracted work, enables the directors to conclude that the business is a going concern on the date of the approval of these financial statements. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Key performance indicators

In terms of KPIs, in 2025 our Revenue per head was £245,211 (2024: £269,797). This is a decrease of 9.1%.

On behalf of the board

B J Terrett
Director
11 August 2026
Public Digital Limited
Directors' Report
For the year ended 31 December 2025
Page 3

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

Principal activities

The principal activity of the company is advising governments, public sector and public facing private sector clients on digital transformation.

Results

A dividend of £500,000 (2024: £5 00,000) was declared and paid in the year. The directors do not recommend any further dividends.

Directors

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

M T Bracken
T S Brooks
(Resigned 31 May 2026)
A D Greenway
T W F Loosemore
B J Terrett
L R Cowley
A C Davies
(Resigned 11 August 2025)
M Derr
A J Hughes
(Resigned 1 December 2025)
E Gawen
(Appointed 11 August 2025)
A T Morrow
(Appointed 11 August 2025 and resigned 31 March 2026)
Auditor

In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the company will be put at a General Meeting.

Statement of disclosure to auditor

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

On behalf of the board
B J Terrett
Director
11 August 2026
Public Digital Limited
Directors' Responsibilities Statement
For the year ended 31 December 2025
Page 4

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

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

- 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.

Public Digital Limited
Independent Auditor's Report
To the Members of Public Digital Limited
Page 5
Opinion

We have audited the financial statements of Public Digital Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Income and Retained Earnings, the Balance Sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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.

Public Digital Limited
Independent Auditor's Report
To the Members of Public Digital Limited (Continued)
Page 6

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' R eport 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.

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 identifie d material misstatements in the Strategic Report or the Directors' R eport.

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, 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 Directors' R esponsibilities S tatement, 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 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.

Public Digital Limited
Independent Auditor's Report
To the Members of Public Digital Limited (Continued)
Page 7
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Public Digital Limited
Independent Auditor's Report
To the Members of Public Digital Limited (Continued)
Page 8

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

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

Joanna Cosgrove
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
14 August 2026
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Public Digital Limited
Statement of Income and Retained Earnings
For the year ended 31 December 2025
Page 9
2025
2024
Notes
£
£
Turnover
3
22,314,186
18,046,411
Cost of sales
(1,884,643)
(1,997,860)
Gross profit
20,429,543
16,048,551
Administrative expenses
(17,642,465)
(13,517,897)
Other operating income
349
23,366
Operating profit
4
2,787,427
2,554,020
Interest receivable and similar income
7
10,142
5,756
Interest payable and similar expenses
8
(654)
(1,402)
Profit before taxation
2,796,915
2,558,374
Tax on profit
9
(718,726)
(653,550)
Profit for the financial year
2,078,189
1,904,824
Retained earnings brought forward
3,439,670
2,034,846
Dividends
10
(500,000)
(500,000)
Retained earnings carried forward
5,017,859
3,439,670

The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.

Public Digital Limited
Balance Sheet
As at 31 December 2025
Page 10
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
8,460
20,748
Tangible assets
12
115,925
144,942
Investments
13
61,011
61,011
185,396
226,701
Current assets
Debtors
15
6,280,400
4,749,199
Cash at bank and in hand
1,528,515
1,228,640
7,808,915
5,977,839
Creditors: amounts falling due within one year
16
(2,967,577)
(2,720,094)
Net current assets
4,841,338
3,257,745
Total assets less current liabilities
5,026,734
3,484,446
Creditors: amounts falling due after more than one year
17
-
0
(4,798)
Provisions for liabilities
Deferred tax liability
19
(8,871)
(39,974)
(8,871)
(39,974)
Net assets
5,017,863
3,439,674
Capital and reserves
Called up share capital
21
4
4
Profit and loss reserves
5,017,859
3,439,670
Total equity
5,017,863
3,439,674
The financial statements were approved by the board of directors and authorised for issue on 11 August 2026 and are signed on its behalf by:
B J Terrett
Director
Company Registration No. 09819399
Public Digital Limited
Statement of Changes in Equity
For the year ended 31 December 2025
Page 11
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
4
2,034,846
2,034,850
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,904,824
1,904,824
Dividends
10
-
(500,000)
(500,000)
Balance at 31 December 2024
4
3,439,670
3,439,674
Year ended 31 December 2025:
Profit and total comprehensive income
-
2,078,189
2,078,189
Dividends
10
-
(500,000)
(500,000)
Balance at 31 December 2025
4
5,017,859
5,017,863
Public Digital Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 12
1
Accounting policies
Company information

Public Digital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 9 Perserverance Works, London, United Kingdom, E2 8DD.

1.1
Basis of preparation

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

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

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Public Digital Holdings Limited. These consolidated financial statements are available from its registered office, 9 Perseverance Works, London, E2 8DD.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the true company 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.

The company made a profit in the year of £2,078,189 (2024: £1,904,824) and had net cash balance of £1,528,515 (2024: £1,228,640) at the year end. the company is forecasting continued operating profit and positive cash flows moving forward.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in relation to specialist digital transformation consultancy services, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 13

Revenue from contracts for the provision of consultancy services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

1.4
Intangible fixed assets other than goodwill

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:

Website costs
33% straight line
1.5
Tangible fixed assets

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

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

Leasehold improvements
Over the life of the lease
Computers
33% straight line
Motor vehicles
25% reducing balance

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 credited or charged to profit or loss.

1.6
Fixed asset investments

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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 14
1.7
Impairment of fixed assets

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

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

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

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

1.8
Cash and cash equivalents

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

1.9
Financial instruments

The company has derivatives which are a financial instruments measured at fair value.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 15
Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

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

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

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

Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 16
Other financial liabilities

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

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

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

1.11
Taxation

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

Current tax

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

Deferred tax

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

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

Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 17
1.12
Employee benefits

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

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

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

1.13
Retirement benefits

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

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Grants

The company receives non-government grants which are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 18
2
Judgements and key sources of estimation uncertainty

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Revenue Recognition

Revenue is recognised based on management's assessment of a job's percentage completion at the year end. This is determined by assessing actual time spent per timesheets against total forecasted time. Management will also apply an element of judgement to determine the stage of completion based on deliverables completed.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Consultancy
22,314,186
18,046,411
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
15,261,147
11,818,761
Europe
150,293
17,158
USA
5,071,032
4,707,131
Rest of World
1,831,714
1,503,361
22,314,186
18,046,411
2025
2024
£
£
Other significant revenue
Interest income
10,142
5,756
Grants received
-
22,849
Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 19
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
92,753
(2,511)
Grants
-
(22,849)
Fees payable to the company's auditor for the audit of the company's financial statements
27,000
24,000
Depreciation of tangible fixed assets
64,857
46,083
(Profit)/loss on disposal of tangible fixed assets
-
592
Amortisation of intangible assets
12,288
11,957
Operating lease charges
514,328
413,272
5
Employees

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

2025
2024
Number
Number
91
67

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
9,392,351
7,669,350
Social security costs
1,182,958
752,790
Pension costs
417,404
301,926
10,992,713
8,724,066
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,168,649
1,086,618
Company pension contributions to defined contribution schemes
29,287
30,189
1,197,936
1,116,807

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
6
Directors' remuneration
(Continued)
Page 20
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
254,139
222,768
Company pension contributions to defined contribution schemes
3,063
12,067
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
10,142
5,756
8
Interest payable and similar expenses
2025
2024
£
£
Interest on finance leases and hire purchase contracts
654
1,402
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
743,733
600,490
Adjustments in respect of prior periods
6,096
(2,609)
Total current tax
749,829
597,881
Deferred tax
Origination and reversal of timing differences
(32,552)
55,669
Adjustment in respect of prior periods
1,449
-
0
Total deferred tax
(31,103)
55,669
Total tax charge
718,726
653,550
Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
9
Taxation
(Continued)
Page 21

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

2025
2024
£
£
Profit before taxation
2,796,915
2,558,374
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
699,229
639,594
Tax effect of expenses that are not deductible in determining taxable profit
11,953
15,586
Adjustments in respect of prior years
6,096
(1,630)
Deferred tax adjustments in respect of prior years
1,448
-
0
Taxation charge for the year
718,726
653,550

Pillar Two legislation has been enacted in the UK, the jurisdiction in which the company is incorporated, and is effective from 1 January 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 adoption of these rules is not expected to have a material impact on the Company’s current and deferred tax positions in 2025.

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
Dividends
2025
2024
£
£
Final paid
500,000
500,000
Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 22
11
Intangible fixed assets
Website costs
£
Cost
At 1 January 2025 and 31 December 2025
37,236
Amortisation and impairment
At 1 January 2025
16,488
Amortisation charged for the year
12,288
At 31 December 2025
28,776
Carrying amount
At 31 December 2025
8,460
At 31 December 2024
20,748
12
Tangible fixed assets
Leasehold improvements
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2025
96,927
143,545
104,550
345,022
Additions
-
0
35,840
-
0
35,840
Disposals
-
0
(3,768)
-
0
(3,768)
At 31 December 2025
96,927
175,617
104,550
377,094
Depreciation and impairment
At 1 January 2025
42,663
68,842
88,575
200,080
Depreciation charged in the year
21,833
39,030
3,994
64,857
Eliminated in respect of disposals
-
0
(3,768)
-
0
(3,768)
At 31 December 2025
64,496
104,104
92,569
261,169
Carrying amount
At 31 December 2025
32,431
71,513
11,981
115,925
At 31 December 2024
54,264
74,703
15,975
144,942

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor vehicles
11,981
15,975
Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 23
13
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
14
61,011
61,011
14
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
PD Nigeria Limited
1
Ordinary
100.00
PD Consulting Canada Inc
2
Ordinary
100.00

Registered office addresses

1
Plot 105, Block B, 4th Floor, Bolaji, Hussain Street, Marwa Bus Stop, Lekki, Lagos State, Nigeria
2
946 Queen Street West, Toronto, Ontario, Canada, M6J 1G8
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
3,917,948
2,532,963
Corporation tax recoverable
-
0
42,760
Amounts owed by group undertakings
200
250
Other debtors
851,970
441,973
Prepayments and accrued income
1,510,282
1,731,253
6,280,400
4,749,199
16
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Obligations under finance leases
18
6,010
13,895
Trade creditors
320,724
602,103
Amounts owed to group undertakings
61,011
61,011
Corporation tax
18,660
-
0
Other taxation and social security
967,989
783,227
Other creditors
91,751
(537)
Accruals and deferred income
1,501,432
1,260,395
2,967,577
2,720,094
Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 24
17
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Obligations under finance leases
18
-
0
4,798
18
Finance lease obligations
2025
2024
Amounts due:
£
£
Within one year
6,010
13,895
After more than one year
-
0
4,798
6,010
18,693
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
6,010
13,895
In two to five years
-
0
4,798
6,010
18,693

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is four years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
8,871
39,974
2025
Movements in the year:
£
Liability at 1 January 2025
39,974
Credit to profit or loss
(31,103)
Liability at 31 December 2025
8,871
Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
19
Deferred taxation
(Continued)
Page 25

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
417,404
301,926

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the year end, the amount outstanding in respect of pension contributions payable is £88,547 (2024: £260)

21
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
40
40
4
4
22
Operating lease commitments
As lessee

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

2025
2024
£
£
Within 1 year
312,593
312,593
Years 2-5
156,724
469,317
469,317
781,910
Public Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 26
23
Related party transactions

During the year, Lexington Communications Limited, a company registered in the United Kingdom and under common control, provided services to the group total l ing £1 26,0 00 (2024: £72,800). As at the year-end, the group had an outstanding payable of £21,600 (2024: £8,400) to Lexington Communications Limited, recorded within trade creditors.

Also during the year, KYU Investment UK Limited, a company registered in the United Kingdom and under common control, provided services to the group total l ing £1,200 (2024: £nil). As at the year-end, the group had an outstanding payable of £nil (2024: £nil) to KYU Investment UK Limited, recorded within trade creditors.

The company has applied the exemption under FRS 102, Section 33 (‘Related Party Disclosures’), which allows for the non-disclosure of transactions with wholly owned group members.

24
Ultimate controlling party

The immediate parent undertaking is Public Digital Holdings Limited, a company incorporated in England and Wales. Consolidated accounts are prepared for Public Digital Holdings Limited. The ultimate controlling party is Hakuhodo DY Holdings, Inc, a company registered in Japan.

25
Events after the reporting date

Post year end, the non-trading legal entity in Nigeria has been closed down.

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