REGISTERED NUMBER: 13616885 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

IEG GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mr P P Tomlinson

Mr J P Clarke

Mr S J Wilkinson

Mr S R Ferry

Mr A G Fraser

REGISTERED OFFICE:

Christian Douglass Accountants Limited

2 Jordan Street

Knott Mill

Manchester

M15 4PY

REGISTERED NUMBER:

13616885 (England and Wales)

AUDITORS:

Christian Douglass Accountants Limited

Chartered Accountants

Statutory Auditor

2 Jordan Street

Knott Mill

Manchester

M15 4PY

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The Group provides cloud-based software solutions to customers across a range of sectors and continues to generate the majority of its revenue through recurring software subscription contracts.

During the year ended 31 December 2025, the Group delivered a strong financial performance, with revenue increasing from £6.0m to £7.9m and gross profit increasing from £5.2m to £6.6m. 2025 included a full year's trading for all group members and the growth achieved during the year was supported by continued customer retention, the acquisition of new customers and the expansion of services provided to existing customers. The business continued to benefit from increasing demand for digital solutions that improve operational efficiency, compliance and data visibility.

The Group maintained its focus on customer satisfaction, product innovation and operational efficiency. Investment continued in the Group's software platforms to enhance functionality, security and scalability, ensuring that the business remained well positioned to meet evolving customer requirements and sustain future growth.

At the year end, the Group reported a net liability position. This primarily reflects the capital structure established following the acquisition of the business by its private equity shareholder, under which loan notes were issued as part of the acquisition financing arrangements. The acquisition also gave rise to significant goodwill and intangible assets on consolidation. Over time, the carrying value of those assets reduces through amortisation, while the loan notes increase as interest accrues. As a result, the Group's net liabilities position does not, in the directors' view, fully reflect the underlying trading performance, cash generation and financial strength of the business.

The loan notes are not repayable in the ordinary course of business and are expected to be realised only as part of a future shareholder exit event. Accordingly, the Board assesses the Group's financial position principally by reference to its recurring revenue base, profitability, operating cash generation and available liquidity. During the year, the Group increased revenue to £7.9m and generated gross profit of £6.6m, supported by a substantial base of recurring subscription revenues. The Group continues to generate positive cash flows from operations and maintains sufficient cash resources to meet its obligations as they fall due. The directors are therefore satisfied that the Group has adequate financial resources to support its operations and future growth plans.

The directors continue to monitor market conditions and emerging opportunities within the sectors served by the Group. Based on the performance achieved during the year, the strength of the Group's customer relationships and its established market position, the directors remain confident in the Group's future prospects.

The directors consider the following key performance indicators to be relevant:

2025

2024

£'000

£'000

Turnover

7,860

5,988

Gross profit

6,577

5,212

Cash

1,312

1,984

PRINCIPAL RISKS AND UNCERTAINTIES

The Group operates in competitive and evolving markets and is subject to a number of risks and uncertainties that could affect its future performance.

The Group's principal operational risk is the continued reliability, security and availability of its software platforms. This risk is managed through ongoing investment in technology, cybersecurity controls, monitoring and operational resilience.

The Group's future growth depends on its ability to retain existing customers and secure new customer relationships. The directors monitor customer satisfaction levels, market trends and competitive developments and continue to invest in product enhancement and customer support.

The Group's success also depends on attracting and retaining appropriately skilled employees. The Group seeks to mitigate this risk through competitive remuneration, employee development and a positive working environment.

The Group is exposed to financial risks including credit risk, liquidity risk and cash flow risk. These risks are managed through ongoing monitoring of customer receivables, maintenance of appropriate cash reserves and regular forecasting of funding requirements.

The directors regularly review the risks facing the business and believe that appropriate processes are in place to identify, monitor and manage those risks.

ON BEHALF OF THE BOARD:

Mr S R Ferry - Director

24 July 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

RESEARCH AND DEVELOPMENT

Throughout the year, the Group continued to invest in research and development activities focused on enhancing its software platforms, expanding functionality and improving user experience. Development efforts were directed towards increasing the scalability, security and performance of the Group's technology solutions while addressing the evolving requirements of customers.

The directors believe that ongoing investment in research and development is essential to maintaining the Group's competitive position and supporting sustainable long-term growth. The Group therefore expects to continue investing in product innovation and technology development in future periods.

FUTURE DEVELOPMENTS

The directors intend to continue investing in the Group's software platforms, product development and customer support capabilities. The Group's strategy remains focused on growing recurring revenues, expanding its customer base and delivering innovative software solutions that meet evolving customer requirements.

The directors will continue to evaluate opportunities to strengthen the Group's market position, improve operational efficiency and support sustainable long-term growth. The directors believe that the Group is well positioned for continued growth in its target markets.

DIRECTORS

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

Mr P P Tomlinson

Mr J P Clarke

Mr S J Wilkinson

Mr S R Ferry

Mr A G Fraser

Other changes in directors holding office are as follows:

Mr T Darbyshire - resigned 31 December 2025

BRANCHES

Subsidiary company Sun Agile Software S.L. is based in Spain as described in note 14, being the only part of the group operating outside of the UK.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company and group's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of financial instruments and financial risk management.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Christian Douglass Accountants Limited, are deemed to be reappointed in accordance with section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr S R Ferry - Director

24 July 2026

Opinion

We have audited the financial statements of IEG Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The audit, conducted in accordance with the ISAs (UK), required the exercise of professional judgment and the application of professional skepticism throughout. The audit was planned so as to identify and assess the risks of material misstatement of the financial statements, howsoever arising, and we subsequently designed and performed audit procedures responsive to those risks. We obtained an understanding of the company and group's systems of internal control, which management have established as described above, and undertook walkthrough testing to confirm their operation, solely to assist with designing audit procedures that are appropriate in the circumstances. We evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates used by management. We audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business, if any. Further, we reviewed and concluded on the appropriateness of management's use of the going concern basis of accounting.

As a general commercial business, neither the company or group operate in a heavily regulated environment, however we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, through discussion with the directors and other management (as required by auditing standards), and from inspection of regulatory and legal correspondence and we discussed with the directors and other management, the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our audit team and remained alert for any indications of non-compliance throughout the audit.

The company and group are subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, taxation legislation and pension legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with the auditing standards. In addition, as with any audit, there remains a higher risk of non-detection of fraud based irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Mrs Deborah Burton F.C.A. (Senior Statutory Auditor)

for and on behalf of Christian Douglass Accountants Limited

Chartered Accountants

Statutory Auditor

2 Jordan Street

Knott Mill

Manchester

M15 4PY

11 August 2026

TURNOVER

3

7,860,561

5,988,201

Cost of sales

1,283,153

776,687

GROSS PROFIT

6,577,408

5,211,514

Administrative expenses

7,126,936

5,768,550

(549,528

)

(557,036

)

Other operating income

4

-

7,834

OPERATING LOSS

6

(549,528

)

(549,202

)

Interest receivable and similar income

8

11,165

12,456

(538,363

)

(536,746

)

Interest payable and similar expenses

9

2,141,716

1,603,766

LOSS BEFORE TAXATION

(2,680,079

)

(2,140,512

)

Tax on loss

10

214,862

(7,507

)

LOSS FOR THE FINANCIAL YEAR

(2,894,941

)

(2,133,005

)

Loss attributable to:

Owners of the parent

(2,894,941

)

(2,133,005

)

LOSS FOR THE YEAR

(2,894,941

)

(2,133,005

)

OTHER COMPREHENSIVE INCOME

Effect of foreign exchange

(17,572

)

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(17,572

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,912,513

)

(2,133,005

)

Total comprehensive income attributable to:

Owners of the parent

(2,912,513

)

(2,133,005

)

FIXED ASSETS

Intangible assets

12

12,757,689

13,910,378

Tangible assets

13

34,352

45,145

Investments

14

-

-

12,792,041

13,955,523

CURRENT ASSETS

Debtors

15

2,172,384

1,727,466

Cash at bank and in hand

1,311,675

1,984,331

3,484,059

3,711,797

CREDITORS

Amounts falling due within one year

16

5,157,564

5,089,702

NET CURRENT LIABILITIES

(1,673,505

)

(1,377,905

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,118,536

12,577,618

CREDITORS

Amounts falling due after more than one year

17

20,090,871

18,637,440

NET LIABILITIES

(8,972,335

)

(6,059,822

)

CAPITAL AND RESERVES

Called up share capital

21

12,426

12,426

Share premium

22

311,931

311,931

Retained earnings

22

(9,296,692

)

(6,384,179

)

SHAREHOLDERS' FUNDS

(8,972,335

)

(6,059,822

)

The financial statements were approved by the Board of Directors and authorised for issue on 24 July 2026 and were signed on its behalf by:

Mr S R Ferry - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

13,726,209

13,726,209

13,726,209

13,726,209

CURRENT ASSETS

Debtors

15

1,158,811

1,151,656

Cash at bank

34,828

117,743

1,193,639

1,269,399

CREDITORS

Amounts falling due within one year

16

2,933,960

2,099,175

NET CURRENT LIABILITIES

(1,740,321

)

(829,776

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,985,888

12,896,433

CREDITORS

Amounts falling due after more than one year

17

20,090,871

18,637,440

NET LIABILITIES

(8,104,983

)

(5,741,007

)

CAPITAL AND RESERVES

Called up share capital

21

12,426

12,426

Share premium

22

311,931

311,931

Retained earnings

22

(8,429,340

)

(6,065,364

)

SHAREHOLDERS' FUNDS

(8,104,983

)

(5,741,007

)

Company's loss for the financial year

(2,363,976

)

(2,231,338

)

The financial statements were approved by the Board of Directors and authorised for issue on 24 July 2026 and were signed on its behalf by:

Mr S R Ferry - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

12,001

(4,184,536

)

274,455

(3,898,080

)

Changes in equity

Issue of share capital

425

-

37,476

37,901

Total comprehensive income

-

(2,199,643

)

-

(2,199,643

)

Balance at 31 December 2024

12,426

(6,384,179

)

311,931

(6,059,822

)

Changes in equity

Total comprehensive income

-

(2,912,513

)

-

(2,912,513

)

Balance at 31 December 2025

12,426

(9,296,692

)

311,931

(8,972,335

)

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

12,001

(3,767,388

)

274,455

(3,480,932

)

Changes in equity

Issue of share capital

425

-

37,476

37,901

Total comprehensive income

-

(2,297,976

)

-

(2,297,976

)

Balance at 31 December 2024

12,426

(6,065,364

)

311,931

(5,741,007

)

Changes in equity

Total comprehensive income

-

(2,363,976

)

-

(2,363,976

)

Balance at 31 December 2025

12,426

(8,429,340

)

311,931

(8,104,983

)

Cash flows from operating activities

Cash generated from operations

1

848,780

(663,029

)

Interest paid

(157,604

)

(84,499

)

Net cash from operating activities

691,176

(747,528

)

Cash flows from investing activities

Purchase of intangible fixed assets

(874,841

)

(6,904,123

)

Purchase of tangible fixed assets

(19,753

)

(1,150

)

Sale of tangible fixed assets

2,166

-

Interest received

11,165

12,456

Net cash from investing activities

(881,263

)

(6,892,817

)

Cash flows from financing activities

New loans in year

-

6,825,559

Loan repayments in year

(482,569

)

-

Share issue

-

37,900

Net cash from financing activities

(482,569

)

6,863,459

Decrease in cash and cash equivalents

(672,656

)

(776,886

)

Cash and cash equivalents at beginning of year

2

1,984,331

2,761,217

Cash and cash equivalents at end of year

2

1,311,675

1,984,331

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Loss before taxation

(2,680,079

)

(2,140,512

)

Depreciation charges

2,053,019

1,339,194

Loss on disposal of fixed assets

3,099

2,105

Finance costs

2,141,716

1,603,766

Finance income

(11,165

)

(12,456

)

1,506,590

792,097

(Increase)/decrease in trade and other debtors

(659,780

)

412,372

Increase/(decrease) in trade and other creditors

1,970

(1,867,498

)

Cash generated from operations

848,780

(663,029

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,311,675

1,984,331

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,984,331

2,761,217

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.1.25

Cash flow

changes

At 31.12.25

£

£

£

£

Net cash

Cash at bank

and in hand

1,984,331

(672,656

)

1,311,675

1,984,331

(672,656

)

1,311,675

Debt

Debts falling due

within 1 year

(443,888

)

(48,112

)

-

(492,000

)

Debts falling due

after 1 year

(18,637,440

)

530,681

(1,984,112

)

(20,090,871

)

(19,081,328

)

482,569

(1,984,112

)

(20,582,871

)

Total

(17,096,997

)

(190,087

)

(1,984,112

)

(19,271,196

)

1.	STATUTORY INFORMATION

IEG Group Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 13616885 and its registered office address is at Christian Douglass Accountants Limited, 2 Jordan Street, Knott Mill, Manchester, England, M15 4PY.

The principal activity of the company is group management and of the group is that of Information Technology Consultants.

The financial statements are presented in Sterling, which is also the functional currency of the company.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. In performing this assessment, the directors have considered the Group's financial performance, cash flow forecasts, available liquidity and principal risks and uncertainties.

The Group reported net liabilities at the balance sheet date. As described in the Strategic Report, this position primarily reflects the acquisition financing structure established following the purchase of the business by its private equity shareholder, including shareholder loan notes and the recognition of goodwill and intangible assets on consolidation. The shareholder loan notes are not repayable in the ordinary course of business and are expected to be realised only as part of a future shareholder exit event.

The directors have reviewed forecasts and cash flow projections covering the going concern assessment period. These forecasts demonstrate that the Group is expected to continue generating positive operating cash flows and maintain adequate liquidity to meet its obligations as they fall due. The Group benefits from a substantial base of recurring subscription revenues, strong customer retention and continued profitability, which provide a high degree of visibility over future trading performance. During the year, the Group generated revenue of £7.9 million and gross profit of £6.6 million.

Based on this assessment, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025. Subsidiary undertakings are included using the acquisition method of accounting. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from, the date control passes. The purchase consideration has been allocated to assets and liabilities on the basis of fair value at the date of acquisition. Intra-group sales and profits are eliminated fully on consolidation.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover represents the amount derived from ordinary activities, and stated after trade discounts, other sales taxes and value added tax, except in respect of service contracts where turnover is recognised when the group obtains the right to consideration. In respect of the latter, turnover represents a proportion of total expected contract revenue compared to actual costs incurred to the balance sheet date, calculated to represent the forecast margin expected on completion of the contract. The resultant provisions for unbilled income or income billed in advance are included in debtors and creditors respectively, as amounts recoverable on contracts and deferred income.

The directors are required to apply judgement in assessing turnover and arriving at the relevant proportions to be accounted for in any period. The key area of estimation uncertainty involves the likelihood of changes to customer requirements during the period. Factors taken into account in reaching their decision include the actual outturn of previous assignments and job by job appraisal of performance to date together with future expectations.

Goodwill

Goodwill arises on consolidation, in respect of the acquisition of businesses in 2021 and 2024. Goodwill is initially measured at cost. After initial recognition, goodwill is measured at cost less any accumulated amortisation and accumulated impairment losses, as assessed at each balance sheet date. The directors consider that a useful economic life of ten years is appropriate

Intangible assets

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

Development of products is capitalised when it meets the following conditions:

i) It is technically feasible to complete the research or development so that the product will be available for use or sale.

ii) It is intended to use or sell the product being developed.

iii) The group is able to use or sell the product.

iv) It can be demonstrated that the product will generate probable future economic benefits.

v) Adequate technical, financial and other resources exist so that product development can be completed and subsequently used or sold.

vi) Expenditure attributable to the research and development work can be reliably measured.

All other research and development expenditure, as applicable, is recognised as an expense in the period in which it is incurred.

Development costs are being amortised evenly over their estimated useful life of three and six years.

Other intangible assets are amortised over their useful economic life of 10 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Fixtures and fittings

-

25% on cost, 20% on reducing balance and 25%-33% on cost

Computer equipment

-

25% on cost and 25%-33% on cost

Tangible fixed assets are stated at historical invoice cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure directly attributable to bringing the asset to the location and condition necessary for operation by the group.

Financial instruments

Financial instruments are considered to comprise bank balances and trade and other debtors plus trade and other creditors, including group balances, which are all included on a non-discounted basis, at transaction price less any necessary impairment. In addition, financial instruments include financial liabilities representing financing transactions, being other loans which are initially recorded at the present value of expected future cashflows and are re-measured at each balance sheet date at amortised cost using the effective interest method.

Income and expenditure generated in respect of these financial instruments, including interest receivable and payable, are recognised in the income statement as they accrue.