The Board of Directors have pleasure in presenting their strategic report for the year ended 31 December 2025.
VetCT Specialists Ltd supplies veterinary radiology support services to qualified veterinary professionals in the UK and across international markets. VetCT became B Corp registered in 2025 after receiving an independent certification that verified the company for achieving the standards for social and environmental performance, transparency, and accountability. This award aligns with the core values of the company.
The Group’s revenue for the year ended 31 December 2025 was £19.7m (2024: £20.7m), a decrease of 4% from the prior year. Gross profit increased to £7.6m (2024: £6.8m), resulting in a gross profit margin of 39% (2024: 33%). Loss before tax reduced substantially to £2.2m (2024: £4.3m) following the successful execution of cost reduction initiatives.
Cost of sales decreased to £12.1m (2024: £13.8m) as the Group focused on increasing Gross profit across the group following commercial reviews conducted during the year. The Teleconsulting division was closed in 2025 which improved Gross profit margin performance.
The directors took the decision to align spending with group revenue which resulted in administrative expenses decreasing by 14% to £9.3m (2024: £10.9m).
Interest payable and similar charges increased to £480k (2024: £179k), an increase of 168%, due to the Group’s use of loans and borrowing facilities to support operating losses in the early part of 2025. Key improvements to cashflow management were introduced during 2025 to increase cash efficiency from debtors to ensure the Group had less reliance on external borrowing facilities to support working capital requirements.
Capital investment during the year was £94k in tangible fixed assets (2024: £141k) aligning with the Group’s focus on cash management.
Working capital movements reflected the Group’s focus on cash management. Trade debtors decreased by £0.2m to £2.3m (2024: £2.5m), prepayments remained flat from prior year at £0.5m (2024: £0.4m), trade creditors increased by £0.1m to £1.0m (2024: £0.9m), and accruals and deferred income increased to £1.3m (2024: £1.2m).
At 31 December 2025, the Group had a net liability position of £3.0m compared with a net liability position of £0.8m in 2024 primarily from the use of loans in the year. The Group’s cash balance remained consistent at £0.7m at 31 December 2025 to £0.7m at 31 December 2024, reflecting the improvement in cash management procedures introduced during the year.
The directors recognise the progress in the financial results during the year including an increase in the Gross profit margin at 39% and reducing the Operating Loss by £2.4m during the year to £1.7m. The continual focus on gross margin performance, reducing administrative spend and enhancing cashflow management practices continues into 2026. It is the primary aim of the directors to return to profitability in 2026 by focusing on client delivery, gaining efficiencies across the group and introducing quarterly reforecasts to maintain financial performance.
Product development continues to be focused on leveraging the Group’s considerable data assets to implement workflow efficiencies whilst maintaining excellence in the quality of services at scale. The Directors continue to recognise the progressive impact of technology improvements and the future implementation of AI tools (currently at R&D stage) will yield stronger financial performance.
Client satisfaction and loyalty are crucial drivers of financial performance and the directors alongside the Executive management team continually look to improve this. We work closely with our clients to ensure our services are delivered to the highest standards on a consistent basis. Client feedback allows us to measure satisfaction and inform product development. We have invested in our account management teams to build key relationships with clients across all group office locations.
The Directors would also like to reflect on the importance of our talented staff and consultants across the group. The Group has a strong focus on culture and strong teams as well as professional development and wellbeing and provides a range of opportunities to support growth.
| 2025 £ | 2024 £ |
Turnover | 19,745,168 | 20,656,056 |
Gross profit margin | 39% | 33% |
Operating (loss)/profit | (1,713,655) | (4,118,420) |
The Group’s mission is to make the veterinary world a better place by delivering trusted veterinary knowledge, support and reassurance at the point of need. Our vision is to grow our impact on veterinary patients, pet owners and veterinary practitioners without compromising quality in any of the services we deliver. We will always act in accordance with our core values:
Through teamwork we rise
Kindness is key
Curiosity unlocks our potential
We show up as our best selves
We do the right thing
We are a B Corp and are proud to look after veterinarians and their patients all over the world. Our services are developed with all parts of the veterinary ecosystem in mind: veterinary students, new graduates, veterinary nurses and technicians, interns, residents, primary care veterinarians, advanced practitioners, and specialists.
Matter of concern | Potential impact on the Group | Mitigating activity |
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Cyber attack | The Group provides services to customers through its online platform, so there is a risk to business continuity from a cyber attack | The Group undertakes routine monitoring and maintenance on its platform and related systems. Annual security audits are used to drive prioritisation of technical development to promote robustness of controls and monitoring.
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Specialist recruitment and retention | The Group’s services are provided by highly trained qualified specialists. Failure to recruit and retain specialists would result in delays or inability to maintain expected service levels. | The Group’s commitment to a culture of clinical excellence and values aligned to those of leading specialists allows us to maintain a strong relationship with specialists. The Group’s support for hybrid working with clinical roles alongside telemedicine work and our unique clinical support and mentoring structures create an attractive working environment in which specialists can do their best work while enjoying personal and professional development opportunities.
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Macro-economic headwinds | The veterinary industry is subject to macroeconomic headwinds from slow economic growth and high interest rates in many of the Group’s key markets. While pet care is high on household priorities, there is a risk that pet owners will be unable to support the Group’s activities or those of our clients.
| The Group’s customers are spread so that exposure to specific markets is limited. Marketing and customer onboarding is planned and can be accelerated in the event of downturns in footfall from existing customers. Activities intended to promote longer-term growth can be deferred in the short term where revenues are affected. |
Cash flow | Generating group liquidity from operational activities is important in order to reduce the dependency of loans to support the Group. The Group ensures all creditors are paid on time as a core value from B Corp.
| The Group has robust monitoring and financial control processes to ensure that its plans are sufficiently and appropriately financed. This includes weekly review meeting on client receipts and having a detailed cashflow forecast to assist investment and spending decisions. |
On behalf of the board
The directors present their annual report together with the Group strategic report and financial statements of VetCT Specialists Ltd ('the company') and its subsidiaries (together 'the group') for the year ended 31 December 2025.
The results for the year are set on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Kirk Rice were appointed as auditors 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 director's responsibilities
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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Group has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the group's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
In forming this view, the directors have considered the Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, the current and anticipated financial position, including cash flows and possible borrowing requirements. The directors have also considered the principal risks and uncertainties facing the business, as described in the Strategic Report.
Based on this review, the directors believe that the Group is well placed to manage their business risks successfully and have a reasonable expectation that they have adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
We have audited the financial statements of VetCT Specialists Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, 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, the company 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
During the planning of our audit procedures, attention was drawn to the key areas which might involve non-compliance with laws and regulations or fraud. All members of the audit team considered the risks and how these could possibly manifest in practice. We also enquired of management whether they were aware of any instances of non-compliance with laws and regulations or had knowledge of any actual, suspected, or alleged fraud.
In particular, we had to consider the adequacy of the controls in place including management’s use of manual spreadsheets and reconciliations. We also considered, amongst other matters, management override of controls, recognition of income, and the maintenance of statutory records.
As detailed throughout this summary, the audit work carried out was designed in a way to identify any occurrences of fraud during the year. We are satisfied that the risk of management override of controls has been mitigated and that no manipulation has occurred in sales through incorrect or false revenue recognition or inappropriate journal entries.
At the completion stage of the audit, final review and oversight included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud. Based on the procedures performed, we are satisfied that no instances of fraud or irregularities were identified during the course of our audit.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,838,744 (2024 - £5,088,705 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
VetCT Specialists Ltd (“the company”) is a private company, limited by shares, domiciled and incorporated in England and Wales. The registered office is Broers Building, 21 JJ Thomson Avenue, Cambridge, CB3 0FA.
The group consists of VetCT Specialists Ltd and all of its subsidiaries.
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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.
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. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company VetCT Specialists Ltd together with all entities controlled by the parent company (its subsidiaries).
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.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair value at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
In forming this view, the directors have considered the Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, the current and anticipated financial position, including cash flows and possible borrowing requirements. The directors have also considered the principal risks and uncertainties facing the business, as described in the Strategic Report.
Based on this review, the directors believe that the Group is well placed to manage their business risks successfully and have a reasonable expectation that they have adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.
Interest Income
Interest income is recognised in the Consolidated statement of income and retained earnings using the effective interest method.
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.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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, 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, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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.
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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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.
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 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.
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated statement of income and retained earnings when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
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.
This policy establishes procedures for translating the functional currency of subsidiaries into the Group’s reporting currency for consolidation purposes. Subsidiaries must translate their financial statements by applying the closing rate for assets and liabilities, the average rate for income and expenses, and historical rates for equity items. Exchange differences arising from this translation are recognized in Other Comprehensive Income (OCI).
Research and development costs
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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.
Exceptional items represent material costs incurred in connection with the restructuring of the Group's financing arrangements and the closure of the Group's teleconsulting division. These costs are considered to arise from significant, non-recurring events and, accordingly, have been disclosed separately within the statement of profit or loss to provide additional understanding of the Group's financial performance for the year, in accordance with FRS 102.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Details of the company's subsidiaries at 31 December 2025 are as follows:
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 4.5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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 31 December 2025, the company had issued the following share options:
Ordinary share options
42,222 ordinary share options were outstanding as at 31 December 2025 and had been issued to employees. These options are exercisable at £0.50 to £0.67 per share.
The ordinary share options are in relation to ordinary shares and may only be exercised immediately prior to an Exit event, as per the scheme rules.
B share options
7,048,162 B share options were outstanding at 31 December 2024 and had been issued to sub-contractors and employees under an Employee Share Option Scheme. During 2025, there were no B share options granted and 870,382 B share options were cancelled.
The total number of B share options outstanding as at 31 December 2025 was 6,177,780.
These B share options relate to B ordinary shares and are exercisable at £0.01 to £0.02 per share. As per the scheme rules, these options may only be exercised immediately prior to an Exit event and are subject to continuing employment.
Valuation of Share Options
The company has estimated the deemed cost of the share options using the Black-Scholes option pricing model. However, the impact of this valuation is not considered material to the financial statements for the year ended 31 December 2025, and no cost has been recognised.
The company has issued ordinary shares and A preference shares, both with voting rights, and D non-voting ordinary shares. The A preference shares carry preferential rights to dividends and to repayment on liquidation. All share classes rank pari passu in respect of profit distribution and entitlement to the company’s net assets after satisfaction of the preferential rights of the A preference shares, with dividends declared pro rata to holdings of ordinary, A, and D shares, subject to those preferential rights.
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:
The Company has taken advantage of the exemptions available and has not disclosed related party transactions with wholly-owned subsidiaries.
Transactions with Directors
During the year ending 31 December 2025, the directors provided loans to the Company totalling £1,200,000 (2024: £1,200,000). These loans carried an interest rate of 20%. As at 31 December 2025, the total amount outstanding to the directors, including accrued interest of £401,179, was £1,601,179 (2024: £1,334,923).