Public Digital Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company Registration No. 10993674 (England and Wales)
Public Digital Holdings Limited
Company Information
Directors
M T Bracken
A D Greenway
T W F Loosemore
B J Terrett
L R Cowley
M Derr
E Gawen
Company number
10993674
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
United Kingdom
WC1V 7EE
Bankers
HSBC Bank Plc
31 Holborn
London
E14 5HQ
Public Digital Holdings Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 31
Public Digital Holdings 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.

Principal activities

The principal activity of the company and group continued to be that of advising governments, public sector and public facing private sector clients on digital transformation.

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.

 

 

 

 

 

 

 

 

 

 

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 Holdings 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 group 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 group at least annually. The principal risks and uncertainties facing the group 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, supranational 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 group 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 Holdings 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.

Results and dividends

The results for the year are set out on page 9.

A dividend of £500,000 (2024: £500,000) 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:

T S Brooks
(Resigned 31 May 2026)
M T Bracken
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

Moore Kingston Smith LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed 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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
B J Terrett
Director
11 August 2026
Public Digital Holdings 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.

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent 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.

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

We have audited the financial statements of Public Digital Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows 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:

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.

Public Digital Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Public Digital Holdings Limited
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:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and 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:

Responsibilities of directors

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.

Public Digital Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Public Digital Holdings Limited
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:

 

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 Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Public Digital Holdings Limited
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:

 

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 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.

Joanna Cosgrove (Senior Statutory Auditor)
14 August 2026
for and on behalf of Moore Kingston Smith LLP
Chartered Accountants
Charlotte Building
17 Gresse Street
London
W1T 1QL
Public Digital Holdings Limited
Group Statement of Comprehensive Income
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
8
10,142
5,756
Interest payable and similar expenses
9
(654)
(1,402)
Profit before taxation
2,796,915
2,558,374
Tax on profit
10
(718,726)
(653,550)
Profit for the financial year
2,078,189
1,904,824
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Public Digital Holdings Limited
Group Balance Sheet
As at 31 December 2025
Page 10
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
12
8,460
20,748
Tangible assets
13
115,925
144,942
124,385
165,690
Current assets
Debtors
16
6,280,200
4,748,949
Cash at bank and in hand
1,528,674
1,228,849
7,808,874
5,977,798
Creditors: amounts falling due within one year
17
(2,906,566)
(2,659,083)
Net current assets
4,902,308
3,318,715
Total assets less current liabilities
5,026,693
3,484,405
Creditors: amounts falling due after more than one year
18
-
(4,798)
Provisions for liabilities
Deferred tax liability
20
(8,871)
(39,974)
(8,871)
(39,974)
Net assets
5,017,822
3,439,633
Capital and reserves
Called up share capital
22
14
14
Profit and loss reserves
5,017,808
3,439,619
Total equity
5,017,822
3,439,633

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

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:
11 August 2026
B J Terrett
Director
Company Registration No. 10993674
Public Digital Holdings Limited
Company Balance Sheet
As at 31 December 2025
Page 11
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
4
4
Current assets
Cash at bank and in hand
159
159
Creditors: amounts falling due within one year
17
(200)
(200)
Net current liabilities
(41)
(41)
Net liabilities
(37)
(37)
Capital and reserves
Called up share capital
22
14
14
Profit and loss reserves
(51)
(51)
Total equity
(37)
(37)

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £500,000 (2024 - £500,000 profit).

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

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:
11 August 2026
B J Terrett
Director
Company Registration No. 10993674
Public Digital Holdings Limited
Group Statement of Changes in Equity
For the year ended 31 December 2025
Page 12
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
14
2,034,795
2,034,809
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,904,824
1,904,824
Dividends
11
-
(500,000)
(500,000)
Balance at 31 December 2024
14
3,439,619
3,439,633
Year ended 31 December 2025:
Profit and total comprehensive income
-
2,078,189
2,078,189
Dividends
11
-
(500,000)
(500,000)
Balance at 31 December 2025
14
5,017,808
5,017,822
Public Digital Holdings Limited
Company Statement of Changes in Equity
For the year ended 31 December 2025
Page 13
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
14
(51)
(37)
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
500,000
500,000
Dividends
11
-
(500,000)
(500,000)
Balance at 31 December 2024
14
(51)
(37)
Year ended 31 December 2025:
Profit and total comprehensive income
-
500,000
500,000
Dividends
11
-
(500,000)
(500,000)
Balance at 31 December 2025
14
(51)
(37)
Public Digital Holdings Limited
Group Statement of Cash Flows
For the year ended 31 December 2025
Page 14
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
1,527,269
1,669,648
Interest paid
(654)
(1,402)
Income taxes paid
(688,409)
(667,741)
Net cash inflow from operating activities
838,206
1,000,505
Investing activities
Purchase of intangible assets
-
(6,000)
Purchase of tangible fixed assets
(35,840)
(127,680)
Interest received
10,142
5,756
Net cash used in investing activities
(25,698)
(127,924)
Financing activities
Payment of finance leases obligations
(12,683)
(13,147)
Dividends paid to equity shareholders
(500,000)
(500,000)
Net cash used in financing activities
(512,683)
(513,147)
Net increase in cash and cash equivalents
299,825
359,434
Cash and cash equivalents at beginning of year
1,228,849
869,415
Cash and cash equivalents at end of year
1,528,674
1,228,849
Public Digital Holdings Limited
Notes to the Group Financial Statements
For the year ended 31 December 2025
Page 15
1
Accounting policies
Company information

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

 

The group consists of Public Digital Holdings Limited and all of its subsidiaries.

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 amounts in these financial statements are rounded to the nearest £.

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.

The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated financial statements incorporate those of Public Digital Holdings Limited and its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

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.

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 16
1.3
Going concern

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

 

As a result the directors are confident that they have the ability to respond effectively to continued uncertainty and as a result, the directors believe that the company will be able to continue to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements. Consequently the financial statements have been prepared on a going concern basis.

1.4
Revenue

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.

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.

1.5
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
1.6
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 recognised in the profit and loss account.

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 17
1.7
Fixed asset investments

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

 

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

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

1.8
Impairment of fixed assets

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

 

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

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

 

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

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

1.9
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.

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 18
1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

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.

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 group after deducting all of its liabilities.

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 19
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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

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 subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

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

Derecognition of financial liabilities

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

1.11
Equity instruments

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

1.12
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 20
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 if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

1.13
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.

1.14
Retirement benefits

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

1.15
Leases
As lessee

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.

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 21

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 leased asset are consumed.

1.16
Grants

The company receives non-government grants which are recognised at the fair value of the asset received 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.

1.17
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.

2
Judgements and key sources of estimation uncertainty

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

 

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

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
Digital transformation
22,314,186
18,046,411
Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
3
Turnover and other revenue
(Continued)
Page 22
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 revenue
Interest income
10,142
5,756
Grants received
-
22,849
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)
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 group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
91
67
0
0
Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
5
Employees
(Continued)
Page 23

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
9,392,351
7,669,350
-
0
-
0
Social security costs
1,182,958
752,790
-
-
Pension costs
417,404
301,926
-
0
-
0
10,992,713
8,724,066
-
0
-
0
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
11,400
9,000
Audit of the financial statements of the company's subsidiaries
27,000
24,000
38,400
33,000
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,168,649
1,086,618
Company pension contributions to defined contribution schemes
15,907
30,189
1,184,556
1,116,807

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

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
272,457
222,768
Company pension contributions to defined contribution schemes
5,375
12,067
Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 24
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
10,142
5,756
9
Interest payable and similar expenses
2025
2024
£
£
Interest on finance leases and hire purchase contracts
654
1,402
10
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

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
718,726
653,550
Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
10
Taxation
(Continued)
Page 25

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.

11
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
500,000
500,000
12
Intangible fixed assets
Group
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
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 26
13
Tangible fixed assets
Group
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
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
11,981
15,975
-
0
-
0
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
4
4
Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
14
Fixed asset investments
(Continued)
Page 27
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
4
Carrying amount
At 31 December 2025
4
At 31 December 2024
4
15
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Public Digital Limited
1
Ordinary
100
-
PD Nigeria Limited
2
Ordinary
0
100
PD Consulting Canada Inc
3
Ordinary
0
100

Registered office addresses (all UK unless otherwise indicated):

1
9 Perserverance Works, London, United Kingdom, E2 8DD
2
Plot 105, Block B, 4th Floor, Bolaji, Hussain Street, Marwa Bus Stop, Lekki, Lagos State, Nigeria
3
946 Queen Street West, Toronto, Ontario, Canada, M6J 1G8
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,917,948
2,532,963
-
0
-
0
Corporation tax recoverable
-
0
42,760
-
0
-
0
Other debtors
851,970
441,973
-
0
-
0
Prepayments and accrued income
1,510,282
1,731,253
-
0
-
0
6,280,200
4,748,949
-
-
Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 28
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
6,010
13,895
-
0
-
0
Trade creditors
320,724
602,103
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
200
200
Corporation tax payable
18,660
-
0
-
0
-
0
Other taxation and social security
967,989
783,227
-
0
-
0
Other creditors
91,751
(537)
-
0
-
0
Accruals and deferred income
1,501,432
1,260,395
-
0
-
0
2,906,566
2,659,083
200
200
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
-
0
4,798
-
0
-
0
19
Finance lease obligations
Group
Company
2025
2024
2025
2024
Amounts due:
£
£
£
£
Current liabilities
6,010
13,895
-
0
-
0
Non-current liabilities
-
0
4,798
-
0
-
0
6,010
18,693
-
-
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
6,010
13,895
-
0
-
0
In two to five years
-
0
4,798
-
0
-
0
6,010
18,693
-
-

Finance lease payments represent rentals payable by the company or group 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.

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 29
20
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
8,871
39,974
The company has no deferred tax assets or liabilities.
Group
Company
2025
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
-

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.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
417,404
301,926

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

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
980
770
10
8
B Ordinary shares of 1p each
420
630
4
6
1,400
1,400
14
14

All shares have equal voting rights and rights to capital distributions.

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 30
23
Operating lease commitments
As lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
625,186
625,186
-
-
Years 2-5
313,448
938,634
-
-
938,634
1,563,820
-
-
24
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 totalling £126,000 (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 totalling £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.

25
Controlling party

The immediate parent undertaking is KYU Investment UK Ltd, a company registered in England and Wales. The ultimate controlling party is Hakuhodo DY Holdings, Inc, a company registered in Japan.

26
Events after the reporting date

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

Public Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 31
27
Cash generated from group operations
2025
2024
£
£
Profit after taxation
2,078,189
1,904,824
Adjustments for:
Taxation charged
718,726
653,550
Finance costs
654
1,402
Investment income
(10,142)
(5,756)
(Gain)/loss on disposal of tangible fixed assets
-
592
Amortisation and impairment of intangible assets
12,288
11,957
Depreciation and impairment of tangible fixed assets
64,857
46,083
Movements in working capital:
Increase in debtors
(1,574,011)
(1,871,255)
Increase in creditors
236,708
928,251
Cash generated from operations
1,527,269
1,669,648
28
Analysis of changes in net funds - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,228,849
299,825
1,528,674
Obligations under finance leases
(18,693)
12,683
(6,010)
1,210,156
312,508
1,522,664
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