REGISTERED NUMBER: 04332471 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

CAPTIVATE GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

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

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

P O Seligman

A J Southcott

REGISTERED OFFICE:

Units E, F, G

Ground Floor, Zetland House

5-25 Scrutton Street

London

EC2A 4HJ

REGISTERED NUMBER:

04332471 (England and Wales)

AUDITORS:

Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

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

REVIEW OF BUSINESS

The directors present the Strategic Report together with the audited financial statements for the year ended 31 December 2025.

Captivate Group Limited brings together specialist creative agencies that help leading brands connect with their audiences through experiential, influencer, retail marketing, and public relations. Our purpose is to deliver integrated solutions that link the physical and digital worlds, strengthening brand visibility and driving growth.

2025 saw continued uplift in profitability, reflecting disciplined management, a resilient operating model, and the strength of our client relationships. The directors are confident that our diversified services and reputation provide a solid platform for sustainable growth.

Financial Resilience and Governance

The Group maintains a strong financial position, supported by cost control, healthy cash generation, and appropriate reserves. This ensures continued investment in people, innovation, and delivery, while protecting against market volatility.

Governance remains a core focus, with the Board providing clear oversight of performance, risk management, and compliance. Policies and controls are regularly reviewed to ensure transparency, accountability, and alignment with stakeholder expectations

PRINCIPAL RISKS AND UNCERTAINTIES

Supply Chain and Risk Management

The Group operates in a competitive environment where client retention and new business are critical. We mitigate these risks by broadening our client base, evolving service offerings, and fostering long-term partnerships.

Our supply chain is intentionally diverse and carefully managed to ensure reliability, quality, and flexibility. Regular reviews of key partners, combined with contingency planning, provide confidence in our ability to deliver consistently for clients.

Technological change, particularly in relation to artificial intelligence, presents both opportunities and risks. We actively monitor and invest in emerging technologies to stay ahead of developments and ensure clients benefit from innovation.

ON BEHALF OF THE BOARD:

A J Southcott - Director

10 September 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of specialist marketing agencies.

DIVIDENDS

The total distribution of dividends for the entity for the year ended 31 December 2025 was £650,000,

these were paid in relation to the 2024 financial period.

The breakdown of total dividend per share is as follows:

A final dividend of £977.44 per share on the 235 ordinary A shares

A final dividend of £977.44 per share on the 300 ordinary B shares

A final dividend of £977.44 per share on the 130 ordinary C shares

Dividends were also paid to non-controlling interest's totalling £122,382. These were paid in relation to the 2024 financial period.

DIRECTORS

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

P O Seligman

A J Southcott

CHARITABLE DONATIONS AND EXPENDITURE

During the year the group made charitable donations totalling £2,776 to UK registered charities, £217 towards artwork and exhibition funding and £2,559 to local community support.

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, Harold Sharp Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A J Southcott - Director

10 September 2026

Opinion

We have audited the financial statements of Captivate 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 profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 page three, 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:

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety, and employment law.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to the bad debt provision and stock provisions.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entities ability to continue in operation.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Performing a physical verification of key assets.

- Obtaining third-party confirmation of material bank balances.

- Documenting and verifying all significant related party balances and transactions.

- Reviewing documentation such as the company board minutes, correspondence with solicitors, for discussions of irregularities including fraud.

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 auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors and management.

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.

Frederick Norman (Senior Statutory Auditor)

for and on behalf of Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

10 September 2026

TURNOVER

25,041,616

17,836,387

Cost of sales

(13,701,335

)

(9,700,652

)

GROSS PROFIT

11,340,281

8,135,735

Administrative expenses

(8,280,526

)

(6,979,306

)

3,059,755

1,156,429

Other operating income

312,207

230,458

OPERATING PROFIT

4

3,371,962

1,386,887

Interest receivable and similar income

57,249

19,597

3,429,211

1,406,484

Interest payable and similar expenses

5

(100

)

-

PROFIT BEFORE TAXATION

3,429,111

1,406,484

Tax on profit

6

(859,906

)

(389,669

)

PROFIT FOR THE FINANCIAL YEAR

2,569,205

1,016,815

Profit attributable to:

Owners of the parent

2,288,959

761,047

Non-controlling interests

280,246

255,768

2,569,205

1,016,815

PROFIT FOR THE YEAR

2,569,205

1,016,815

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,569,205

1,016,815

Total comprehensive income attributable to:

Owners of the parent

2,288,959

761,046

Non-controlling interests

280,246

255,769

2,569,205

1,016,815

FIXED ASSETS

Tangible assets

10

153,333

127,804

Investments

11

-

-

153,333

127,804

CURRENT ASSETS

Debtors

12

3,492,744

3,066,088

Cash at bank

6,276,436

3,807,910

9,769,180

6,873,998

CREDITORS

Amounts falling due within one year

13

(5,608,335

)

(4,491,659

)

NET CURRENT ASSETS

4,160,845

2,382,339

TOTAL ASSETS LESS CURRENT LIABILITIES

4,314,178

2,510,143

PROVISIONS FOR LIABILITIES

15

(122,867

)

(122,867

)

NET ASSETS

4,191,311

2,387,276

CAPITAL AND RESERVES

Called up share capital

16

665

665

Share premium

17

124,600

403,965

Capital redemption reserve

17

396

396

Retained earnings

17

3,672,671

1,746,105

SHAREHOLDERS' FUNDS

3,798,332

2,151,131

NON-CONTROLLING INTERESTS

18

392,979

236,145

TOTAL EQUITY

4,191,311

2,387,276

The financial statements were approved by the Board of Directors and authorised for issue on 10 September 2026 and were signed on its behalf by:

A J Southcott - Director

FIXED ASSETS

Tangible assets

10

10,374

3,451

Investments

11

1,913,805

1,913,805

1,924,179

1,917,256

CURRENT ASSETS

Debtors

12

23,215

111,337

Cash at bank

1,031,550

1,260,300

1,054,765

1,371,637

CREDITORS

Amounts falling due within one year

13

(399,504

)

(906,617

)

NET CURRENT ASSETS

655,261

465,020

TOTAL ASSETS LESS CURRENT LIABILITIES

2,579,440

2,382,276

PROVISIONS FOR LIABILITIES

15

(668

)

(668

)

NET ASSETS

2,578,772

2,381,608

CAPITAL AND RESERVES

Called up share capital

16

665

665

Share premium

17

124,600

124,600

Capital redemption reserve

17

396

396

Retained earnings

17

2,453,111

2,255,947

SHAREHOLDERS' FUNDS

2,578,772

2,381,608

Company's profit for the financial year

847,164

435,867

The financial statements were approved by the Board of Directors and authorised for issue on 10 September 2026 and were signed on its behalf by:

A J Southcott - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2024

665

2,352,177

124,600

Changes in equity

Total comprehensive income

-

761,047

-

Purchase of NCI

-

(1,367,119

)

279,365

665

1,746,105

403,965

Acquisition of non-controlling interest

-

-

-

Balance at 31 December 2024

665

1,746,105

403,965

Changes in equity

Dividends

-

(650,000

)

-

Total comprehensive income

-

2,288,959

-

Purchase of NCI

-

287,607

(279,365

)

665

3,672,671

124,600

Acquisition of non-controlling interest

-

-

-

Balance at 31 December 2025

665

3,672,671

124,600

Capital

redemption

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 January 2024

396

2,477,838

382,128

2,859,966

Changes in equity

Dividends

-

-

(122,382

)

(122,382

)

Total comprehensive income

-

761,047

255,769

1,016,816

Purchase of NCI

-

(1,087,754

)

-

(1,087,754

)

396

2,151,131

515,515

2,666,646

Acquisition of non-controlling interest

-

-

(279,370

)

(279,370

)

Balance at 31 December 2024

396

2,151,131

236,145

2,387,276

Changes in equity

Dividends

-

(650,000

)

(115,169

)

(765,169

)

Total comprehensive income

-

2,288,959

280,246

2,569,205

Purchase of NCI

-

8,242

-

8,242

396

3,798,332

401,222

4,199,554

Acquisition of non-controlling interest

-

-

(8,242

)

(8,242

)

Balance at 31 December 2025

396

3,798,332

392,980

4,191,312

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

665

1,820,080

124,600

396

1,945,741

Changes in equity

Total comprehensive income

-

435,867

-

-

435,867

Balance at 31 December 2024

665

2,255,947

124,600

396

2,381,608

Changes in equity

Dividends

-

(650,000

)

-

-

(650,000

)

Total comprehensive income

-

847,164

-

-

847,164

Balance at 31 December 2025

665

2,453,111

124,600

396

2,578,772

Cash flows from operating activities

Cash generated from operations

1

3,568,976

2,400,424

Interest paid

(100

)

-

Tax paid

(285,377

)

(143,981

)

Net cash from operating activities

3,283,499

2,256,443

Cash flows from investing activities

Purchase of tangible fixed assets

(110,884

)

(48,449

)

Sale of tangible fixed assets

3,831

7,364

Interest received

57,249

19,597

Net cash from investing activities

(49,804

)

(21,488

)

Cash flows from financing activities

Dividends

paid

(650,000

)

-

Dividends paid to minority interests

(115,169

)

(122,382

)

Purchase of NCI

-

(763,885

)

Net cash from financing activities

(765,169

)

(886,267

)

Increase in cash and cash equivalents

2,468,526

1,348,688

Cash and cash equivalents at beginning of year

2

3,807,910

2,459,222

Cash and cash equivalents at end of year

2

6,276,436

3,807,910

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

2025

2024

£

£

Profit before taxation

3,429,111

1,406,484

Depreciation charges

81,525

74,987

Loss on disposal of fixed assets

-

18,063

Finance costs

100

-

Finance income

(57,249

)

(19,597

)

3,453,487

1,479,937

Increase in trade and other debtors

(436,462

)

(100,313

)

Increase in trade and other creditors

551,951

1,020,800

Cash generated from operations

3,568,976

2,400,424

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

6,276,436

3,807,910

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

3,807,910

2,459,222

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank

3,807,910

2,468,526

6,276,436

3,807,910

2,468,526

6,276,436

Total

3,807,910

2,468,526

6,276,436