ACCOUNTS - Final Accounts preparation

Operating loss

The operating loss is stated after charging:

Registered number: 05236974

F2X GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


F2X GROUP LIMITED

COMPANY INFORMATION

Directors	D Angulo
	T W Hardcastle
	D A Hill
	G Koulouris
	P Meisberger


Registered number	05236974


Registered office	70 Gracechurch Street
	London
	EC3V 0HR


Independent auditor	Grant Thornton UK LLP
	Chartered Accountants & Statutory Auditor
	Unit 7
	Tollgate Business Park
	Colchester
	Essex
	CO3 8AB


F2X GROUP LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 4
Directors' Report	5 - 8
Independent Auditor's Report	9 - 13
Consolidated Statement of Comprehensive Income	14
Consolidated Statement of Financial Position	15
Company Statement of Financial Position	16
Consolidated Statement of Changes in Equity	17
Company Statement of Changes in Equity	18
Consolidated Statement of Cash Flows	19 - 20
Notes to the Financial Statements	21 - 46


F2X GROUP LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present the Strategic Report for the year ended 31 December 2025.

Introduction

The directors present their Strategic Report for F2X Group Limited (the “group”) for the year ended 31 December 2025. This report provides an overview of the group’s business, a review of its performance during the year, the principal risks and uncertainties it faces and the directors’ expectations for the future development of the business.

Business review

F2X Group trades as INSTANDA. INSTANDA continues to advance its mission of supporting the transformation of insurance through providing an AI-powered, flexible, cloud-native SaaS platform. Our purpose remains to simplify complexity and empower carriers and MGAs to innovate with confidence, delivering exceptional customer experiences while adapting to a rapidly evolving digital landscape.

The insurance industry continues to undergo significant transformation, driven by:

∙Product strategies that meet customer needs

∙Demand for operational efficiency and cost reduction

∙Integration of AI and machine learning

∙Increasing focus on security, compliance, and product-led growth

∙Growing adoption of cloud-based solutions

INSTANDA is positioned at the heart of these trends, enabling clients to digitise quote/bind/refer/pay processes and accelerate new product launches and migrate existing books from legacy systems to the INSTANDA platform.

Throughout the year, we maintained strong momentum in supporting insurers’ digital transformation, reinforcing our position as a trusted partner in the industry. We leveraged our presence in our core markets of EMEA, North America and APAC, successfully onboarding new marquee Tier 1 clients in commercial lines and deepening relationships with existing ones. We continued to strengthen our foothold among enterprise clients, reflecting growing confidence in our platform’s scalability and adaptability.

In 2025 we reported revenue of £30.7m, an increase of 58.7% on the prior year. During the year, the group made a loss of £5.3m (2024: £5.1m) which was driven by the continued expansion of the group into our core markets, developing increased platform capability in our target markets and growth in headcount to service the requirements of our current and future clients. Notwithstanding the reported loss, the group was EBITDA positive for the year, with the loss after taxation principally reflecting amortisation of capitalised development costs and net financing costs. EBITDA is calculated as operating profit, before the deduction of depreciation and amortisation charges.

The group reported an operating loss of £4.0m for the year. This loss is stated after a non-cash depreciation and amortisation charge of £5.4m; adding this charge back gives positive EBITDA of £1.4m, reflecting the underlying cash-generative nature of the company's operations before investment in its asset base is expensed. The operating result includes a £0.5m research and development expenditure credit now recognised within operating profit, following the transition to the merged R&D tax relief scheme; this represents a presentational change from prior periods, in which the benefit was recognised within the tax charge.

EBITDA of £1.4m is stated after £1.4m of charges which the directors do not consider reflective of underlying trading, comprising a non-cash share-based payment charges, legal and professional fees incurred in connection with the Group's financing activities, and other one-off costs. Excluding these, Adjusted EBITDA was £2.8m.

Page 1


F2X GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Business review (continued)

The directors consider adjusted EBITDA to be the measure that most closely reflects the recurring operating performance of the business.

The group retained sufficient liquidity to fund its operations and planned investment during the year, holding cash and cash equivalents at year end of £3.5m (2024: £1.2m), reflecting the proceeds of the funding round completed during the year. Subsequent to the year end, the group further strengthened its liquidity position through a new £6m credit facility.

2025 Fundraise

In 2025, the group completed a funding round raising approximately £9.5m, led by CommerzVentures with continued support from existing investors. The round comprised new equity, recognised within share capital and share premium, and the issue of convertible loan notes, which are accounted for as a financial liability at fair value through profit or loss. The proceeds are being used to strengthen the group’s funding position and to invest further in platform enhancements, including embedded AI, reinforcing our position as a leading SaaS provider in the insurance technology market.

Financial key performance indicators

The directors monitor the group’s performance against a range of financial key performance indicators (“KPIs”). The directors consider the most important financial KPIs, covering both the statement of comprehensive income and the statement of financial position, to be revenue, EBITDA and cash. These KPIs, together with prior-year comparatives, are set out below for the group.

∙Revenue: £30.7m (2024: £19.3m)

∙EBITDA: £1.4m (2024: -£1.6m)

∙Operating loss: £4.0m (2024: £5.8m)

∙Cash and cash equivalents: £3.5m (2024: £1.2m)

∙Adjusted EBITDA : £2.8m (2024: -£1.5m)

Revenue growth reflects continued expansion across the group’s core markets and the onboarding of new clients, while the movement in EBITDA reflects revenue growth outpacing the rate of cost growth as the business scales. The year-end cash position reflects the group’s funding activities and ongoing investment in product development and growth initiatives.

Business outlook

INSTANDA enters the next phase of growth with a clear focus on expansion in its core markets, deeper AI integration and continued platform innovation. The group operates in a large Global market, with structural tailwinds as carriers, MGAs and brokers accelerate the move away from legacy systems toward AI-enabled, cloud-native platforms offering lower total cost of ownership, greater configurability and automation. The group is well-positioned to capitalise on these trends.

Page 2


F2X GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Business outlook (continued)

AI is central to the platform's value proposition, and the group continues to invest in embedding AI responsibly across its platform – helping insurers automate manual processes, sharpen decision-making and reduce operating cost, while maintaining the controls and transparency the insurance market requires. This investment is expected to deepen customer value, strengthen differentiation and open new opportunities for product-led growth.

Supported by strong investor confidence and a robust roadmap, we anticipate continued positive momentum as we execute on these priorities, delivering scalable, adaptive solutions that help insurers navigate complexity and positioning the business for sustainable growth and long-term success.

Based on the strong Revenue growth across FY25 and having reached EBITDA profitability during the year, the directors anticipate that the next financial year will be characterised by strong recurring revenue growth – underpinned by current trading momentum, a growing enterprise pipeline and continued expansion within the existing customer base – together with further operating leverage as the business scales, positioning the group for sustainable, profitable growth and long-term value creation.

Principal risks and uncertainties

INSTANDA has a well-established risk management framework designed to identify, assess, and mitigate significant risks encountered in the ordinary course of business. This framework is embedded across the organisation and reviewed regularly to ensure resilience and adaptability. The most important risk categories are summarised below:

Market Risk: The group operates in a competitive and dynamic B2B SaaS market which is subject to changing economic, technological, and regulatory conditions. Demand for INSTANDA’s products and services may be adversely affected by a downturn in macroeconomic conditions, reduced customer IT and transformation spend, increased competitive intensity, and changes in customer procurement behaviour. Management mitigates this risk through diversification of its customer base across sectors and geographies with a focus on recurring, contracted revenues with multi-year customer agreements, active pipeline management and continuous monitoring of market demand and ongoing investment in product differentiation and customer success to support retention and expansion.

Operational Risks: Operational risk arises from the group’s reliance on the ongoing availability, performance, and security of its technology platform, as well as the ability to attract and retain skilled employees. Key operational risks include technology failure, cyber security breaches, data protection compliance (including GDPR), and failure to deliver the product roadmap in line with customer expectations. INSTANDA also relies on third-party service providers, including cloud infrastructure and professional advisers, which exposes it to risks of service interruption or performance failure. We manage this risk through investment in cloud-native architecture, rigorous testing, and disaster recovery planning, continuous monitoring and proactive incident response ensure service continuity and minimize disruption and active staff engagement, competitive remuneration structures, and succession planning.

Liquidity Risks: Liquidity risk represents the risk that the group may be unable to meet its financial obligations as they fall due. The group is in a growth phase and continues to invest in product development, sales capacity, and international expansion, which requires careful management of cash resources. INSTANDA has a high level of recurring revenue from a high quality customer base providing good visibility of cashflow. Management mitigates its liquidity risks through active working capital management, frequent review of cash flow projections, and ongoing assessment of feasible external funding routes. In addition, the group benefits from a supportive and engaged investor base, which has historically provided funding to support the group’s growth strategy.

Page 3


F2X GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

This report was signed on behalf of the board.

T W Hardcastle

Director

Date: 30 July 2026

Page 4


F2X GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their Annual Report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company is the provision of the INSTANDA digital insurance platform for property & casualty and life & health carriers, MGA's and brokers.

INSTANDA is an AI-enabled, cloud native no code SaaS platform which allows the insurance industry to create, distribute and manage, both complex insurance products in a matter of weeks and months. The platform enables sophisticated underwriting, analytics, distribution (via direct, agent or embedded) and integration with legacy systems or modern technology platforms.

Results and dividends

The loss for the year, after taxation, amounted to £5,271,986 (2024: £5,108,978).

The directors did not recommend the payment of dividend in the year (2024: £Nil).

Directors

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

D Angulo

T W Hardcastle

D A Hill

G Koulouris

Dr C Lohmann (appointed 3 November 2025, resigned 26 February 2026)

M Baptista (resigned 3 November 2025)

P Meisberger was appointed as director after the year end on 26 February 2026.

Directors' Responsibilities Statement

The directors are responsible for preparing the Annual Report and the consolidated 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, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). 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 and profit or loss of the company and 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; and

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

Page 5

F2X GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' Responsibilities Statement (continued)

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

Qualifying third party indemnity provisions

There have been no qualifying third party indemnity provisions in the year.

Financial instruments

Price risk, credit risk, liquidity risk and cash flow risk
The price risk of the company's products and services are managed through close relations with clients.

The credit risk to the company is the failure of clients to fulfil their financial obligations to the company. This exposure is reduced by the number and diversity of our client base and is managed by close credit controls and the terms and conditions of credit.

Liquidity and cashflow risk is where the company will be unable to generate enough resources in order to meet its financial obligations. INSTANDA has a high level of recurring revenue from a high quality customer base providing good visibility of cashflow. Management mitigates its liquidity risks through active working capital management, frequent review of cash flow projections, and ongoing assessment of feasible external funding routes.

Objectives and policies
The company's main financial instruments are bank balances, trade debtors, creditors and the Convertible Loan notes issued in FY25. The main purpose of these instruments is to finance the business operations. Trade debtors are managed by systems concerning credit levels allowed and the constant monitoring of amounts outstanding. Trade creditors are managed by systems concerning credit levels obtained and by ensuring sufficient funds are available to meet payments due.

Research and development

The group’s long-term success is underpinned by sustained investment in research and development (“R&D”), focused on enhancing the functionality, scalability, resilience, and regulatory compliance of its technology platform.

During the year, R&D activity was primarily directed towards expansion of core platform capabilities to meet evolving customer requirements, development of new product features to support enhanced automation, configurability, and integration and ongoing improvement in platform performance, security and resilience.

The group’s R&D program is led by its internal engineering and product teams, supported where appropriate by specialist third-party technology partners. The directors believe that continued investment in innovation is critical to maintaining the group’s competitive positioning, supporting customer retention and driving future revenue growth.

In accordance with the group’s accounting policies, development expenditure is capitalised where the recognition criteria are met, reflecting the future economic benefits expected to arise from these assets. All other research and development costs are expensed as incurred.

During the year, expenses totalling £6.1m (2024: £6.8m) were capitalised as intangible assets.

Page 6

F2X GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Going concern

The directors have carefully considered the group’s financial position, forecast performance, and liquidity resources in assessing the group’s ability to continue as a going concern.

The group remains in a growth and investment phase and continues to invest in product development, sales, and international expansion. During the year the group completed a funding round raising approximately £9.5m, comprising new equity and a convertible loan note, the proceeds of which are reflected in the group’s year-end cash position. Subsequent to the year end, the group entered into a £6m credit facility with Palatine Credit Fund, further strengthening the group’s liquidity position. Further detail is set out in the Subsequent Events note.

The group prepares detailed rolling cash flow forecasts covering a period of at least 12 months from the date of approval of the financial statements. These forecasts reflect current trading performance, contracted and forecast revenues, committed cost base, and planned investment in product development and growth initiatives. Sensitivity and scenario analyses are performed to assess the impact of plausible downside scenarios. The directors have also assessed the group’s forecast headroom against the financial covenants attached to the £6m Palatine Credit Fund facility under both base case and downside scenarios.

Having reviewed the group’s forecast cash flows, the completion of the funding round during the year, the Palatine Credit Fund facility and available mitigating actions, the directors have a reasonable expectation that the group has sufficient liquidity to meet its obligations as they fall due, under both the base case and downside scenarios, for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on the going concern basis.

Future developments

INSTANDA enters the next phase of growth with a clear focus on expansion in its core markets, deeper AI integration, and as a native SaaS provider continued platform innovation. Industry trends toward cloud-native platforms with low TCO and automation present significant opportunities and we are well-positioned to capitalise on them.

Supported by strong investor confidence and a robust roadmap, we anticipate continued positive momentum as we execute on these priorities, delivering scalable, adaptive solutions that help insurers navigate complexity and positioning the business for sustainable growth and long-term success.

The directors anticipate that the next financial year will be characterised by recurring revenue growth underpinned by our current trading momentum and improved operating leverage.

Subsequent events

Subsequent to the year end, the group entered into a £6m credit facility with Palatine Credit Fund. The facility provides the group with additional capital to accelerate investment in its product roadmap and AI strategy, supporting the continued development and scaling of the INSTANDA platform. The directors consider the facility to be a non-adjusting subsequent event.

Disclosure of information to auditor

The directors confirm that:

∙so far as each director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Page 7

F2X GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditor

The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was signed on behalf of the board.

T W Hardcastle

Director

Date: 30 July 2026

Page 8

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF F2X GROUP LIMITED

Opinion

We have audited the financial statements of F2X Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

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

∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

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

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's and the parent company's business model including effects arising from macro-economic uncertainties such as interest rates and inflation, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concern period.

Page 9

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF F2X GROUP LIMITED (CONTINUED)

Conclusions relating to going concern (continued)

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 other information comprises the information included in the Annual Report, other than 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic Report and the 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.

Page 10

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF F2X GROUP LIMITED (CONTINUED)

Matter on which we are required to report under the Companies Act 2006

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.

Matters on which we are required to report by exception

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

∙adequate accounting records have not been kept 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 Directors' Responsibilities Statement set out on pages 5 to 6, 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 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.

Page 11

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF F2X GROUP LIMITED (CONTINUED)

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the parent company and group. We determined that the following laws and regulations were most significant: Companies Act 2006, FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements and those laws and regulations relating to taxation laws;

∙We understood how the parent company and group is complying with those legal and regulatory frameworks by making enquiries of management. We corroborated our enquiries through our review of the board minutes;

∙We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.

∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by evaluating management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls and through manipulation of accounting estimates. Audit procedures performed included:

−identifying and assessing the design and implementation of controls that management has in place to prevent and detect fraud;

−identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and

−challenging assumptions and judgements made by management in its significant accounting estimates.

∙Assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.

∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

Page 12

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF F2X GROUP LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements (continued)

∙The engagement lead's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's:

−understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;

−knowledge of the industry in which the client operates; and

−understanding of the legal and regulatory requirements specific to the entity including the provisions of the applicable legislation, the regulators rules and related guidance, including guidance issued by relevant authorities that interprets those rules, the applicable statutory provisions.

∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 Auditor's Report.

Use of our report

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

Archie Rwavazhinji

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Colchester

30 July 2026

Page 13


F2X GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	30,655,407	19,312,948
Cost of sales		(7,277,039)	(5,977,857)
Gross profit		23,378,368	13,335,091
Administrative expenses		(27,884,644)	(19,173,075)
Other operating income	5	500,000	-
Operating loss	6	(4,006,276)	(5,837,984)
Interest receivable and similar income	10	3,879	42,375
Interest payable and similar expenses	11	(1,763,265)	(49,780)
Loss before taxation		(5,765,662)	(5,845,389)
Tax on loss	12	493,676	736,411
Loss for the financial year		(5,271,986)	(5,108,978)


Currency translation differences	(69,446)	(27,097)
Other comprehensive loss for the year	(69,446)	(27,097)
Total comprehensive loss for the year	(5,341,432)	(5,136,075)

Loss for the year attributable to:
Owners of the parent company		(5,271,986)	(5,108,978)

Total comprehensive loss for the year attributable to:
Owners of the parent company		(5,341,432)	(5,136,075)

There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidated Statement of Comprehensive Income.

There was no other comprehensive income for 2025 (2024: £Nil).

The notes on pages 21 to 46 form part of these financial statements.

Page 14


F2X GROUP LIMITED REGISTERED NUMBER:05236974

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		16,732,686		15,897,544
Tangible assets	14		186,374		181,449
			16,919,060		16,078,993
Current assets
Debtors: amounts falling due within one year	16	5,597,501		7,756,888
Cash at bank and in hand		3,509,811		1,244,544
		9,107,312		9,001,432
Creditors: amounts falling due within one year	17	(8,784,469)		(12,959,076)
Net current assets/(liabilities)			322,843		(3,957,644)
Creditors: amounts falling due after more than one year			(8,793,699)		-
Net assets			8,448,204		12,121,349

Capital and reserves
Called up share capital	20	2,721	2,679
Share premium account	25	52,152,392	50,652,434
Share based payment reserve	25	367,170	198,883
Profit and loss reserves	25	(44,074,079)	(38,732,647)
Total equity		8,448,204	12,121,349

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

T W Hardcastle

Director

Date: 30 July 2026

The notes on pages 21 to 46 form part of these financial statements.

Page 15


F2X GROUP LIMITED REGISTERED NUMBER:05236974

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	13		16,731,500		15,896,444
Tangible assets	14		162,652		150,986
Investments	15		1,730		1,730
			16,895,882		16,049,160
Current assets
Debtors: amounts falling due within one year	16	4,375,940		6,992,614
Cash at bank and in hand		2,149,522		741,962
		6,525,462		7,734,576
Creditors: amounts falling due within one year	17	(6,292,622)		(11,989,984)
Net current assets/(liabilities)			232,840		(4,255,408)
Creditors: amounts falling due after more than one year			(8,793,699)		-
Net assets			8,335,023		11,793,752

Capital and reserves
Called up share capital	20	2,721	2,679
Share premium account	25	52,152,392	50,652,434
Share based payment reserve	25	367,170	198,883
Profit and loss account	25	(44,187,260)	(39,060,244)
Total equity		8,335,023	11,793,752

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 Comprehensive Income in these financial statements. The loss for the year was £5,127,016 (2024: £5,151,814 loss).

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

T W Hardcastle

Director

Date: 30 July 2026

The notes on pages 21 to 46 form part of these financial statements.

Page 16


F2X GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium account	Share based payment reserve	Profit and loss reserves	Total equity
	£	£	£	£	£
At 1 January 2024	2,679	50,652,434	86,503	(33,596,572)	17,145,044
Comprehensive loss for the year
Loss for the year	-	-	-	(5,108,978)	(5,108,978)
Currency translation differences	-	-	-	(27,097)	(27,097)
Share based payment reserve	-	-	112,380	-	112,380

At 1 January 2025	2,679	50,652,434	198,883	(38,732,647)	12,121,349
Comprehensive loss for the year
Loss for the year	-	-	-	(5,271,986)	(5,271,986)
Currency translation differences	-	-	-	(69,446)	(69,446)
Issue of share capital	42	1,499,958	-	-	1,500,000
Share based payment reserve	-	-	168,287	-	168,287
Balance at 31 December 2025	2,721	52,152,392	367,170	(44,074,079)	8,448,204

The notes on pages 21 to 46 form part of these financial statements.

Page 17


F2X GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium account	Share based payment reserve	Profit and loss reserves	Total equity
	£	£	£	£	£
At 1 January 2024	2,679	50,652,434	86,503	(33,908,430)	16,833,186
Comprehensive loss for the year
Loss for the year	-	-	-	(5,151,814)	(5,151,814)
Share based payment reserve	-	-	112,380	-	112,380

At 1 January 2025	2,679	50,652,434	198,883	(39,060,244)	11,793,752
Comprehensive loss for the year
Loss for the year	-	-	-	(5,127,016)	(5,127,016)
Issue of share capital	42	1,499,958	-	-	1,500,000
Share based payment reserve	-	-	168,287	-	168,287
Balance at 31 December 2025	2,721	52,152,392	367,170	(44,187,260)	8,335,023

The notes on pages 21 to 46 form part of these financial statements.

Page 18


F2X GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial year	(5,271,986)	(5,108,978)
Adjustments for:
Tax on loss	(493,676)	(736,411)
Amortisation and impairment of intangible assets	5,314,278	4,151,826
Depreciation and impairment of tangible assets	93,794	52,768
Interest expense	989,566	49,780
Interest income	(3,879)	(42,375)
Share-based payment charge	168,287	112,380
Decrease/(increase) in debtors	2,159,387	(5,062,476)
(Decrease)/increase in creditors	(3,987,138)	7,002,679
Tax received	-	864,802
Fair value gains/losses on financial liabilities recognised in profit or loss	773,699	-
Net cash generated from operating activities	(257,668)	1,283,995

Cash flows from investing activities
Purchase of intangible fixed assets	(6,149,420)	(6,830,145)
Purchase of tangible fixed assets	(98,719)	(75,509)
Interest received	3,879	42,375
Net cash from investing activities	(6,244,260)	(6,863,279)

Page 19


F2X GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Proceeds from issue of shares	1,500,000	-
Proceeds from borrowings	11,020,000	-
Repayment of other loans	(2,763,239)	-
Interest paid	(989,566)	(3,686)
Net cash used in financing activities	8,767,195	(3,686)
Net increase/(decrease) in cash and cash equivalents	2,265,267	(5,582,970)
Cash and cash equivalents at beginning of year	1,244,544	6,827,514
Cash and cash equivalents at the end of year	3,509,811	1,244,544

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	3,509,811	1,244,544

Page 20


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

F2X Group Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 05236974, and its registered head office is located at 70 Gracechurch Street, London, United Kingdom, EC3V 0HR.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3).

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 Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions - company only

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

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

2.3

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the group (its subsidiaries). Control is achieved where the group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Accounting policies consistent with those of the parent are used and all intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

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 values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 21


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Going concern

2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP and all values are rounded to the nearest pound (£) except where otherwise stated.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 22


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Foreign currency translation (continued)

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.6

Turnover

Revenue represents the fair value of consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group's activities. Revenue is presented net of value added tax, returns, rebates and discounts, and excludes intra-group transactions.

Rendering of services

The group provides access to the INSTANDA platform to customers (access fees) and sells consultancy services around the use and installation of the platform (service fees) as well as charging customers fees based on the Gross Written Premium (GWP fees). These services are typically provided as part of a bundled transaction but are considered to be separately identifiable components. Turnover represents amounts receivable for services net of VAT and trade discounts.
Turnover is recognised in the Statement of Comprehensive Income only when the group has met its contractual obligations and therefore earned the right to consideration. Revenue is only recognised when it can be measured reliably and it is probable that the economic benefit associated with the transaction will flow to the entity and the cost incurred to or be incurred in respect of the transaction can be measured reliably. When invoices are raised in advance of service delivery, the element relating to future years is credited to deferred income. When service is delivered in advance of invoices, the element relating to future billing is debited to accrued income.

Access Fees

Turnover from SaaS contracts is recognised on a monthly basis over the term of the contract. The performance obligation that is delivered over time. The access to the platform is provided over the billing period therefore revenue is recognised over the billing period.

Service Fees

The group earns revenue from several distinct streams: minimum fixed software licence fees, usage based licence fees linked to premium processed on the platform, platform configuration and onboarding, and engineering services.

For the majority of configuration work, the stage of completion is measured on a percentage-complete basis by reference to timesheet hours recorded against the contract. For certain engineering contracts, progress is not measured using timesheet hours or a conventional cost-based input method. Instead, the stage of completion is measured by reference to engineering effort delivered through the group’s release cycles and ticket-based activity tracking, assessed against the total engineering effort estimated for the contract (measured in terms of releases, tickets and engineering days), together with the delivery of agreed product releases and milestones over the contract timeline.

Any time spent and not yet invoiced will be allocated to accrued income. Any time billed and received prior to the service taking place will be allocated to deferred income.

Page 23


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Turnover (continued)

GWP Fees

Turnover from the GWP element on the contracts are recognised on a monthly basis based on the volume of transaction on the platform. The company considers that the volume of transactions within that month will be charged at a percentage and as such the performance obligation is fulfilled based on usage. Therefore, the recognition of revenue based on extent of services provided is considered to be appropriately recognised.

2.7

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.9

Pensions

Defined contribution pension plan

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 profit or loss 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.

2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 24


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Equity settled share-based payments

In the group accounts, where share options are awarded to employees in group companies in respect of the company’s shares, the fair value of the options is determined at the date of grant and charged to profit or loss over the vesting period. The credit entry is recorded in a share-based payments reserve within equity.

The fair value is based upon the Black-Scholes model which is a well-accepted model for the valuation of share options where there are no market conditions attached. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

2.13

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 25


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The intangible assets comprise of development costs which are capitalised only when certain specific criteria are met in order to demonstrate that the asset will generate probable future economic benefits and the costs can be measured reliably. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives of 5 years (2024: 5 years).

2.15

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Office equipment

3 years

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 26


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Impairment of non-financial assets

At each reporting date tangible and intangible fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Consolidated Statement of Cash Flows, cash is shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.20

Financial instruments

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

Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.

Page 27


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Impairment of financial assets

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

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 28


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Non-basic financial instruments

The group recognises non-basic financial instruments in accordance with Section 12 of FRS 102 where the contractual terms of the instrument give rise to risks or returns inconsistent with basic lending arrangements.

The group’s non basic financial instruments include convertible loan notes. The convertible loan notes contain conversion features which do not meet the 'fixed-for-fixed' criterion required for equity classification under FRS 102. Accordingly, the instruments are classified in their entirety as non-basic financial instruments and are measured at fair value through profit or loss. The convertible loan notes are initially recognised at fair value on issue and subsequently remeasured to fair value at each reporting date. Changes in fair value, including the effect of accrued payment-in-kind interest and changes in assumptions used in the valuation, are recognised within finance costs in the statement of comprehensive income.

The financial liability is derecognised when the obligation specified in the contract is discharged, cancelled, expires or is converted into equity.

2.21

Research and development expenditure credit

The group recognises research and development expenditure credits ("RDEC") arising under the merged R&D tax relief scheme (or, in prior periods, the legacy RDEC scheme) on an accruals basis, as other operating income, once it is probable that the group has complied with the conditions attached to the credit and that the credit will be received.

The credit is presented above the line, within other operating income, on the grounds that it represents a form of government assistance analogous to a grant, rather than a reduction of the tax charge.

The credit is recognised gross, at the percentage of qualifying R&D expenditure prescribed by the applicable scheme for the accounting period. As the credit is itself taxable income, the related tax expense is recognised through the group's normal corporation tax computation and is included within the tax charge for the year.

Where the credit claimed for an accounting period has not been agreed with HMRC by the date the financial statements are approved, the amount recognised represents management's best estimate of the credit expected to be received, based on the qualifying expenditure incurred and the group's assessment of eligibility. Any subsequent adjustment arising on agreement of the claim is recognised in the period in which it is agreed.

Page 29


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.

Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:

Estimates

Revenue (Note 4):
Contracts not measured on timesheet hours but engineering effort involve significant estimation uncertainty. The total engineering effort expected to complete each contract (expressed as the total number of releases, tickets or engineering days) is an estimate that is reassessed as the project progresses. The refinement of scope, the elaboration of individual tickets, and changes to delivery timelines introduce additional uncertainty that affects the assessed percentage of completion and therefore the amount and timing of revenue recognised. Changes in these estimates could result in an adjustment to revenue recognised in future periods.

Capitalisation of development costs:
The group capitalises development expenditure as an intangible asset where the recognition criteria are met. Determining the amount of qualifying expenditure to be capitalised requires management to exercise significant judgement and estimation in assessing the nature of activities undertaken and the extent to which costs are directly attributable to the development of qualifying intangible assets.

Management applies a blended capitalisation rate to relevant expenditure streams. The blended rate is derived using a number of assumptions and estimates relating to engineering workflow processes, employee time allocation, utilisation levels and the identification of overheads considered to be directly attributable to development activities. These estimates are inherently subjective and require management to assess the proportion of expenditure that relates to qualifying development activities.
During the year, development costs of £6,149,420 were capitalised (see Note 13).

Changes in the assumptions and judgements used in determining the blended capitalisation rate, could result in a material adjustment to the carrying value of capitalised development costs.

Useful economic lives
Capitalised development costs are amortised over an estimated useful life of 5 years. This estimate reflects the expected period over which the assets generate economic benefits and is subject to change due to technological developments.

Page 30


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgements in applying accounting policies (continued)

Convertible Loan Notes (see Note 24):
The fair value of the group's convertible loan notes is estimated using a probability-weighted valuation model. The most significant sources of estimation uncertainty are the probability assigned to each potential exit, conversion and repayment scenario, the discount rate used to determine present value, the probability of default and the expected timing of future conversion or repayment events. These assumptions are inherently subjective as they depend on future financing events, business performance and market conditions that are outside management's control. The valuation is sensitive to changes in these assumptions and a different assessment could result in a material change to the carrying value of the convertible loan notes in future periods.

Turnover

All revenue is generated from a single class of business, which is rendering of services.

Analysis of turnover by country of destination:

					2025	2024
					£	£

UK	20,011,912	13,397,440
Europe	1,101,974	305,086
Rest of world	9,541,521	5,610,422
	30,655,407	19,312,948

5.	Other operating income
		2025	2024
		£	£

	Research and development tax credit	500,000	-

The year ended 31 December 2025 is the first accounting period for which the company's R&D claim has been made under the merged R&D expenditure scheme, which replaced the SME scheme for accounting periods beginning on or after 1 April 2024. As a consequence, the provisional R&D expenditure credit is recognised within other income, whereas in prior periods the R&D tax credit was recognised within the tax charge (2024: SME scheme, within taxation).

Page 31


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss	69,446	46,140
Depreciation of owned tangible fixed assets	93,794	52,768
Amortisation of intangible assets	5,314,278	4,151,826
Other operating lease rentals	313,490	440,486

Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements	107,158	114,566
Fees payable to the company's auditor in respect of:
Tax	7,519	7,269
Accounts production	4,687	4,532

Page 32


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	15,880,169	13,888,889	12,385,033	10,784,497
Social security costs	1,880,595	1,363,793	1,642,096	1,164,358
Pension costs	511,031	385,924	415,590	315,880
	18,271,795	15,638,606	14,442,719	12,264,735

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Software	88	79	88	77
Support	10	9	8	7
Sales	29	27	17	17
Operations	34	22	31	22
Professional services	34	21	24	14

	195	158	168	137

9.	Directors' remuneration
		2025	2024
		£	£

	Directors' emoluments	545,706	525,220

	During the year retirement benefits were accruing to no directors (2024: no directors) in respect of defined contribution pension schemes. The highest paid director received remuneration of £321,147 (2024: £283,864).
	The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (2024: £Nil).

Page 33


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Interest receivable and similar income
		2025	2024
		£	£

Interest on bank deposits

3,879

42,375

11.	Interest payable and similar expenses
		2025	2024
		£	£

Fair value loss on financial liabilities recognised in profit or loss (see note 24)	773,699	-
Other interest	989,566	49,780
	1,763,265	49,780

Current tax
Current tax on profits for the year	-	(41,288)
Adjustments in respect of previous periods	(592,120)	(695,123)
Foreign tax on income for the year	98,444	-
Total current tax	(493,676)	(736,411)

	Deferred tax
	Total deferred tax	-	-


	Tax on loss	(493,676)	(736,411)

Page 34


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tax on loss (continued)

Factors affecting tax charge for the year The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of25% (2024:25%). The differences are explained below:
	2025	2024
	£	£

Loss on ordinary activities before tax

(5,765,662)

(5,845,389)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	(1,441,416)	(1,461,347)
Effects of:
Expenses not deductible for tax purposes	833,842	94,570
Other permanent differences	-	188
Adjustments to tax charge in respect of previous periods	(592,120)	(695,123)
Movement in deferred tax not recognised	1,171,495	1,256,789
Additional deduction for R&D expenditure	-	(129,000)
Surrender of tax losses for R&D tax credit refund	-	279,000
R&D tax credit	(95,000)	(128,682)
Foreign tax	(370,477)	47,194
Taxation credit	(493,676)	(736,411)

The group has unrecognised deferred tax assets of £10.8m (2024: £9.6m), arising principally from trading losses carried forward and other deductible temporary differences. No deferred tax asset has been recognised in respect of these amounts because recovery is not considered probable based on currently available evidence regarding future taxable profits.

Page 35


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Intangible assets
	Group

	Software	Goodwill	Total
	£	£	£
Cost
At 1 January 2025	30,509,750	136,198	30,645,948
Additions	6,149,420	-	6,149,420
At 31 December 2025	36,659,170	136,198	36,795,368
Amortisation and impairment
At 1 January 2025	14,612,206	136,198	14,748,404
Amortisation charge for the year	5,314,278	-	5,314,278
At 31 December 2025	19,926,484	136,198	20,062,682
Carrying amount
At 31 December 2025	16,732,686	-	16,732,686
At 31 December 2024	15,897,544	-	15,897,544

Page 36


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Intangible assets (continued)

	Company

	Software	Goodwill	Total
	£	£	£
Cost
At 1 January 2025	30,508,648	136,198	30,644,846
Additions	6,149,334	-	6,149,334
At 31 December 2025	36,657,982	136,198	36,794,180
Amortisation and impairment
At 1 January 2025	14,612,204	136,198	14,748,402
Amortisation charge for the year	5,314,278	-	5,314,278
At 31 December 2025	19,926,482	136,198	20,062,680
Carrying amount
At 31 December 2025	16,731,500	-	16,731,500
At 31 December 2024	15,896,444	-	15,896,444

Amortisation on intangible assets is charged to administrative expenses in profit or loss.

Page 37


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Tangible fixed assets
	Group

		Office equipment
		£
	Cost
	At 1 January 2025	666,419
	Additions	98,719
	At 31 December 2025	765,138
	Depreciation
	At 1 January 2025	484,970
	Depreciation charged in the year	93,794
	At 31 December 2025	578,764
	Carrying amount
	At 31 December 2025	186,374
	At 31 December 2024	181,449

Page 38


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Tangible fixed assets (continued)

	Company

		Office equipment
		£
	Cost
	At 1 January 2025	613,002
	Additions	94,269
	At 31 December 2025	707,271
	Depreciation
	At 1 January 2025	462,016
	Depreciation charged in the year	82,603
	At 31 December 2025	544,619
	Carrying amount
	At 31 December 2025	162,652
	At 31 December 2024	150,986

Page 39


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	1,730
	At 31 December 2025	1,730

	Net book value
	At 31 December 2025	1,730
	At 31 December 2024	1,730

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Principal activity	Class of shares	Holding

Instanda Inc.	PO Box 1524, Auburn AL, 36831, United States	Software re-distributor	Ordinary	100%
F2X Innovation & Technology Limited	70 Gracechurch Street, London, United Kingdom, EC3V 0HR	Consulting	Ordinary	100%
Instanda Japan Corp	Instanda Japan Corp. 3-1-6 Motoazabu, Minato-ku, Tokyo, Japan	Software re-distributor	Ordinary	100%

All the above subsidiaries are included in the consolidation. All investments are held directly by F2X Group Limited.

The shares relate to Instanda Inc and Instanda Japan Corp, whose principal activity is to act as distributors of the platform. It also includes F2X Innovation & Technology Limited, which was non-trading throughout the year.

Page 40


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Debtors: amounts falling due within one year

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	3,014,044	6,142,776	2,218,856	5,464,194
Corporation tax recoverable	405,000	146,881	405,000	146,881
Amounts owed by group undertakings	-	-	-	115,309
Other debtors	970,158	1,004,516	939,744	1,004,516
Prepayments and accrued income	1,208,299	462,715	812,340	261,714
	5,597,501	7,756,888	4,375,940	6,992,614

Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.

Trade debtors are stated after provisions for impairment of £871,842 (2024: £779,433).

17.	Creditors: amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	2,292,195	3,233,010	2,219,965	3,177,097
Amounts owed to group undertakings	-	-	118,327	-
Other taxation and social security	433,613	2,429,609	420,310	2,425,943
Deferred income	4,697,166	5,478,156	2,217,149	4,781,421
Other creditors	678,218	800,617	677,468	796,929
Accruals	683,277	1,017,684	639,403	808,594
	8,784,469	12,959,076	6,292,622	11,989,984

Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.

Included within other creditors is an unsecured loan balance of £236,761 (2024: £Nil) which was repaid in full after the year end.

18.	Creditors: amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Convertible Loan Notes (see Note 24)	8,793,699	-	8,793,699	-

Page 41


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Analysis of net debt

		At 1 January 2025	Cash flow	Non-cash movements	At 31 December 2025
		£	£	£	£

Cash at bank and in hand	1,244,544	2,265,267	-	3,509,811
Convertible loan note (Note 24)	-	(8,020,000)	(773,699)	(8,793,699)
Loans (Note 17)	-	(236,761)	-	(236,761)
	1,244,544	(5,991,494)	(773,699)	(5,520,649)

20.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

15,642,654 (2024: 15,642,654) Ordinary shares of £0.0001 each	1,564	1,564
7,062,146 (2024: 7,062,146) Series B1 shares of £0.0001 each	706	706
2,431,102 (2024: 2,431,102) Series B1.5 shares of £0.0001 each	243	243
1,618,122 (2024: 1,618,122) Series B2 shares of £0.0001 each	162	162
42,704 (2024: 42,704) Deferred shares of £0.0001 each	4	4
423,728 (2024: Nil) Series BX shares of £0.0001 each	42	-

	2,721	2,679

On 27 October 2025 F2X Group issued 423,728 Series BX Shares of £0.0001 at £3.54 per share.

Ordinary Shares carry full voting rights and rank equally for dividends with other equity shares. On a winding-up, they rank behind all other classes of shares and receive any remaining surplus after all other classes have been satisfied.

Series B1 Shares carry full voting rights and rank equally for dividends. On a winding-up, they rank ahead of all other classes and are entitled to a preferential return. These shares also include investor protections such as anti-dilution rights and consent requirements for certain matters.

Series B1.5 Shares carry full voting rights and rank equally for dividends. On a winding-up, they rank after Series B1 but ahead of Series B2 and Ordinary Shares and are entitled to a preferential return. They can also be converted into Ordinary Shares at any time.

Series B2 Shares carry full voting rights and rank equally for dividends. On a winding-up, they rank after Series B1 and Series B1.5 but ahead of Ordinary Shares and are entitled to a fixed preferential amount before other shareholders participate. They can be converted into Ordinary Shares at any time.

Deferred Shares carry no voting rights, no rights to dividends and only receive £1 in aggregate on a winding-up. They exist solely for administrative purposes and have no economic value.

Page 42


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Share capital (continued)

Series BX Shares carry full voting rights and rank equally for dividends with other equity shares. On a winding-up, they rank ahead of the Ordinary Shares and are entitled to a preferential return. They can also be converted into Ordinary Shares at any time.

21.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £511,031 (2024: £385,924). Contributions totalling £101,567 (2024: £79,390) were payable to the fund at the reporting date and are included in creditors.

22.	Commitments under operating leases
	At the reporting date the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Within one year	316,780	310,670	316,780	310,670
Between one and five years	213,380	527,340	213,380	527,340
	530,160	838,010	530,160	838,010

The amount of non-cancellable operating lease payments recognised as an expense during the year was £313,490 (2024: £322,222).

Page 43


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.

Related party transactions

The company has taken advantage of the exemption contained in FRS 102 Section 33.1A and has not disclosed transactions between wholly owned members of the F2X Group Limited group.

Term loans of £2m (2024: £Nil) from Tosca Focus and Dunas Capital España S.L., carrying a fee of 15% of amounts repaid in lieu of periodic interest; repaid in full during the year.

Director's loan of £500,000, interest free and unsecured, repaid in full during the year.

Included within creditors are amounts due to shareholders totalling £17,491. The balances are unsecured, interest-free and repayable on demand.

On 10 October 2025 the company issued convertible loan notes with an aggregate principal of £8,020,000 to certain existing shareholders. Further details of the notes are set out in Note 24.

During the year the company made sales of £156,560 to Caravella, a shareholder of the company. At 31 December 2025 amounts owed by Caravella totalled £176,130 (2024: £19,570). A provision of £176,130 has been recognised against this balance.

Transfer pricing

The company owns and develops the INSTANDA platform and related intellectual property. Its subsidiary, Instanda Inc., distributes the platform in North America as a limited-risk distributor. Intra-group transactions are priced on an arm's-length basis in line with the OECD Transfer Pricing Guidelines, with Instanda Inc.'s return set by reference to an arm's-length operating margin and profit above that range returned to the company as a distribution royalty. In the year a distribution royalty of £1,894,853 was charged, together with intra-group service recharges priced on a cost-plus basis. These transactions eliminate on consolidation.

Page 44


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.	Convertible Loan Notes

During the year, the group issued unsecured convertible loan notes with aggregate gross proceeds of £8.02 million. The loan notes bear interest at 12% per annum, compounded annually.

The loan notes contain conversion features which may result in settlement through a variable number of the company's ordinary shares. Accordingly, the instruments do not meet the conditions for classification as a basic financial instrument and are accounted for as a financial liability measured at fair value through profit or loss. Fair value gains and losses arising on remeasurement are recognised within the Statement of Comprehensive Income.

The carrying value of the financial liability at 31 December 2025 was £8.79 million (2024: £Nil).

Financial liability measured at fair value through profit or loss

		2025
		£'000
	Opening balance	-
	Initial recognition	8,020
	Fair value loss recognised in profit or loss	774
	Closing fair value	8,794

During the year, a fair value loss of £0.774 million was recognised within the Statement of Comprehensive Income. This reflects the increase in the fair value of the financial liability between initial recognition and the reporting date.

Under the terms of the loan notes, conversion into the company's ordinary shares is mandatory on the occurrence of a qualifying fundraising, a sale of the company or an admission to a public market. Conversion is at the option of the noteholders on a non-qualifying fundraising. These contractual features form part of the basis for accounting for the instrument as a financial liability measured at fair value through profit or loss.

25.

Reserves

Share premium account

The share premium account represents the amount received on the issue of shares in excess of their nominal value, net of any directly attributable costs of issue.

During the year the company completed a fundraise under which it allotted 423,728 BX shares of £0.0001 each, fully paid, for cash. The aggregate nominal value of the shares issued was credited to called-up share capital, and the excess of the consideration received over that nominal value was credited to the share premium account. No issue costs were offset against the premium in the year.

Share based payment reserve

The reserve comprises the cumulative share based payments costs.

Profit and loss reserves

Includes all current and prior year retained profits and losses at the Statement of Financial Position date. This also includes cumulative exchange differences arising on consolidation of subsidiary entities.

Page 45


F2X GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

26.

Share-based payments

The company operates an equity-settled share-based payment scheme, the EMI Share Option Plan, under which share options are granted to eligible employees at the discretion of the Board. Options vest over the employee's period of service, conditional on continued employment. All awards under the Plan are settled in equity; the company operates no cash-settled share-based payment arrangements.

The fair value of options granted during the year was measured at the grant date using the Black-Scholes option pricing model, which the directors consider the most appropriate model given the nature of the awards. The principal inputs to the model were a share price based on the price per share in the company's most recent subscription agreement, a risk-free rate derived from the UK two-year gilt yield, and an expected volatility estimated based on an assessment of the company's risk profile. No dividends were assumed, consistent with the company's dividend policy.

No share-based payment arrangements were modified during the year.

The total share-based payment charge recognised in profit or loss for the year was £168,287 (2024: £112,380). As the scheme is equity-settled, no liabilities arose from share-based payment transactions, and the corresponding credit was recognised in equity.

27.	Subsequent events

28.	Controlling party

No individual shareholder holds a majority of voting rights. Therefore, there is no parent entity or ultimate controlling party by virtue of shareholdings.

Page 46