The directors present the strategic report for the year ended 31 December 2025.

FundApps continues to provide a leading cloud-native RegTech SaaS platform that automates compliance monitoring and regulatory reporting for the world’s most sophisticated financial institutions, monitoring over ​​US$30 trillion of assets under management (AuM). Our business model is to generate high margin recurring revenue with sustained growth, whilst continually investing in innovation and maintaining the value proposition of our product suite.

2025 was a transformative year for the Company. In July 2025, the Company announced a significant investment from FTV Capital, a sector-focused growth equity firm with a strong track record of investing in high-growth capital markets technology companies. This transaction resulted in a full exit for the previous investors, Scottish Equity Partners (SEP). This transaction has provided the Company with access to capital and a global network necessary to accelerate the next chapter of its growth.

In November 2025, following further FTV Capital investment in the new parent entity of the Company, Rio Group Bidco Limited, the group, headed by Rio Group Bidco Limited, expanded with the acquisition of SteelEye Limited, a leading trade and communications surveillance and data analytics platform. This acquisition creates a unified, end-to-end global regulatory compliance powerhouse. By bringing together FundApps’ expertise in monitoring with SteelEye’s surveillance and analytics capabilities, the newly formed group now offers a comprehensive suite of solutions that address the full compliance lifecycle.

The Company continues to expand its product suite with the addition of new monitoring and reporting products during the year. This includes the building and commercial launch of Sanctions screening - a monitoring service that allows investment managers to automatically check portfolios against global sanctions lists, and reporting services such as Annex IV. These products further enhance clients’ ability to monitor their regulatory needs, whilst also improving their ability to report to the applicable regulators, ultimately positioning FundApps as a one-stop-shop for all such regulatory compliance monitoring and reporting.

​​​We believe that trust is paramount to our business. We want our clients to trust that our platform's security meets their needs. To that end, FundApps services are SOC 2 Type II and ISO 27001:2022 accredited, demonstrating FundApps' security control framework's effective design and operational efficiency.

​​​Client satisfaction remains our top priority, and we are grateful for the surging engagement from our community, which saw a 140% increase in total responses and an 88% rise in participating clients in the 2025 NPS survey. While our NPS of 41 reflects this broader sample, our commitment to quality is clear with a 92% Client Experience Quality score. We have also introduced In-App AI support as a high-efficiency channel, which already resolves 50% of the enquiries it receives. Additionally, we achieved a 24% reduction in Time to Value (TTV) for Shareholding Disclosure implementations, significantly streamlining the initial onboarding process.

The board considers the group’s Key Performance Indicators (KPIs) to be Annual Contract Value (ACV), ACV per head, Net Revenue Retention (NRR), the AuM monitored by its SD service and customer satisfaction.

Our market leading cloud-based software solutions continued to gain momentum with 21 new clients joining the FundApps community. The result was a growth in ACV of 12% to £35.1mn, this includes a reduction in ACV of £1.1mn due to a weakened USD, on a constant currency basis ACV grew by 16%. ACV per head grew to £242k (2024: £232k) and NRR decreased slightly to 108% (2024: 111%). Our Gross Revenue Retention remains very high at 97% with our limited client churn being concentrated in smaller businesses that have gone out of business or narrowed their investment strategy focus away from equities.

Turnover in the year grew 22% to £32.9mn, with particularly strong growth in North America, Europe and the Middle East following our best ever year for ACV growth in 2024. We expect revenue to continue growing following a strong sales performance towards the end of 2025, along with further growth planned for 2026. The profit before tax of £2.2mn in the year includes exceptional costs of £5.0mn relating to one-off costs incurred as part of the FTV Capital investment. Excluding these costs shows the company had a 22% operating margin. The Company’s gross profit margin continues to improve as we gain efficiencies from previous years investment in the rules engine, controlled hiring and consistent ACV growth resulted in better than budgeted profitability.

FundApps holds itself voluntarily to a higher standard of business, considering financial performance alongside our broader societal impact. In 2025, FundApps were proud to achieve a recertification score of​​ 106.2 in our B Impact Assessment, up from 90.3. The continued strong commitment is achieved through several initiatives and investments for its people, local communities and the environment:

• Gathered all global employees in London for our ‘Away Week’ - a mixture of department onsites, a Learning Festival for FundAppers and company wide team building activities.

• Maintained a mean gender pay gap of <3% through flexible working practices, industry benchmarking and a focus on inclusive recruitment and promotion practices.

• Continued our commitment to innovative flexible work and wellbeing initiatives, providing team members with ​​greater choice in work arrangements and a broad suite of physical, mental, emotional and financial wellbeing offerings.

• Continuing our community impact with volunteering projects - over​​ half of our global staff engaged in volunteering activities during 2025.

• Increased our charitable giving to​​ £164k in 2025 and thus achieving our intention to donate 0.5% of revenues.

• Fully offset our 938 tonnes of carbon dioxide emissions in 2023, continuing our commitment to be Carbon Neutral. We are showing climate leadership by investing in removal projects which are optimised to favour the technological removal strategies that are vital to achieving global climate goals. We will seek to offset our 2024 emissions the same way in the 2026 financial year. Our 2024 emissions have been calculated at 879 tonnes, a reduction by 7% despite year on year business growth of 30%. This saving is a result of architectural improvements to the rule engine and platform in previous years.

Further details are available in our recently published 2025 B Corp Impact report.

These initiatives, combined with our continual focus on building a culture of inclusion, engagement and performance, resulted in an Employee Net Promoter Score (eNPS) of 46 in our September 2025 engagement survey, well above the technology industry average.

There is strong demand for greater compliance automation within the industry and FundApps faces competition from third party solutions. Ease of use, domain expertise, scalable underlying technology, strong client service and an engaged user community all position FundApps very strongly to outperform the competition and meet growing demand for automated compliance services.

Technology

As with any rapidly scaling technology company, there are inherent risks associated with scaling the platform to service increasing client numbers. The pace of product innovation and development, early investment in the underlying infrastructure and use of cloud technologies will ensure that FundApps can meet significantly increased demand and the associated business volume.

There is also a risk of competition from AI built products. FundApps maintains a defensible moat thanks to the deterministic nature of regulatory compliance calculations, the work requires precision and repeatability, which is not well suited to LLM. During 2025, the Company continued R&D activity into more advanced applications of AI in key workflows across its products and client services in order to maintain a competitive position in a fast moving technical landscape. The Company is also investing in ISO 42001 compliance in order to position the business as responsible providers of AI and further emphasise the need for defensible analysis within the monitoring suite.

Vulnerability to cyber threats

Information security threats can lead to the following adverse business outcomes:

(1) Financial and branding impacts, particularly those related to security incidents that compromise client data, such as data breaches caused either by insiders or third parties. Other underlying risks include vulnerabilities in third-party software and business interruption due to supplier insolvency.

(2) Loss of business opportunities due to insufficient security practices,

(3) Security controls hindering FundApps productivity.

These risks are mitigated by our continued focus on our security posture, instilling a security culture across the organisation, developing security features which differentiate us from competitors, and frictionlessly embedding security features by default. This is alongside proactive risk management strategies, continuous employee training, and regular security assessments to strengthen our defence against emerging threats.

People

FundApps relies on team members with strong industry experience and technical expertise to build, sell and support the services and company operations. The ability to attract, engage and retain these team members is vital to FundApps to support its international growth. As a certified B Corporation with strong employee engagement metrics, low employee attrition and a continuous focus on its people and culture, FundApps has positioned itself as an attractive employer for its team members across the globe.

On behalf of the board

The principal activity of the company and group continued to be the production of financial services software.

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

FundApps has an active R&D programme, continually improving current products and extending its product range. The 2025 year included a record year for new products being built and sold, including the Sanctions screening & monitoring service that allows investment managers to automatically check portfolios against global sanctions lists. FundApps is also building reporting tools such as Annex IV and enhancing the pre-trade offering which enables investment managers to understand the impact of their investments before trades are made.

See disclosure provided within note 25.

​​​Looking ahead to 2026, the Company’s primary focus is the seamless integration of SteelEye and FundApps into a single, unified platform. This "unified ecosystem" aims to eliminate the fragmentation of compliance technology, allowing our clients to manage surveillance, monitoring, and reporting from one trusted partner. We will continue to leverage FTV Capital’s Global Partner Network to expand our footprint in North America and Asia.

FundApps will also continue to invest in its product and infrastructure to maintain our market leading position. We all know the world is moving digital and the emergence of AI has turbo charged that transformation. FundApps will continue to embrace AI for greater productivity and bring it to bear on new product innovation as the regulatory landscape continues evolving and more investment managers seek to replace manual processes and legacy systems. FundApps' continued investment in engineering and marketing capabilities ensures we are well placed to capitalise on the opportunity.

In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the group will be put at a General Meeting.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of its fair review of the business.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

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

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

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

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude 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 or 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 auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £5,463,365 (2024 - £3,015,211 profit).

FundApps Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6th Floor, 9 Appold Street, London, EC2A 2AP.

The group consists of FundApps Limited and its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

During the year, the Group and company, changed its accounting policy for development expenditure to align with the Parent's accounting policies. Previously, all research and development expenditure was recognised as an expense in the Profit and Loss account in the period in which it was incurred.

The Group, and company, now capitalises development expenditure when it meets the recognition criteria of Section 18 of FRS 102. This change has been applied retrospectively, and the comparatives have been restated accordingly as per note 29.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated financial statements incorporate those of FundApps Limited and its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of the subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The group made pre-tax profits of £2.2m in the financial year which includes £5.0m of exceptional expenses. These profits, combined with the group's cash reserves at the year end, and further access to cash reserves via its immediate parent entity, Rio Group Bidco Limited, means that the directors have a reasonable expectation that the group and company have adequate resources to continue in operational existence for the 12 months following the date of approval of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover received from service contracts are recognised over the period of the contract, and are shown net of VAT and other discounts.

Intangible assets are recognised on the capitalisation of expenditure incurred in the development of software.

Costs are capitalised only when the expenditure meets the criteria for recognition under Section 18 of FRS102.

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. Developed intangible assets are amortised over 3 years on a straight line basis. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

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

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

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

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

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

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

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

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

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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Research and development costs

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

In order to arrive at the expense recognised for the year in respect of share-based payments, the directors have to make assumptions for the various inputs to the pricing model used. These inputs are included in note 20 and represent the directors' best estimates of the likely values. A change in these assumptions would lead to the charge for the year having a different value.

Research expenditure cannot be capitalised, however development costs are capitalised as intangible assets. As such judgement is applied to determine whether expenditure constitutes research or development.

Management assesses technical feasibility by benchmarking project milestones against internal and industry technologies. Future economic benefits are evaluated using long-term strategic planning and market research.

Expenditure is only capitalised when project-accounting records reliably measure directly attributable costs and when the availability of financial and technical resources to complete the project is confirmed via project roadmapping. Where criteria are not fully met, costs are expensed.

The directors have exercised judgement in recognising a deferred tax asset, as per note 18, in respect of carried-forward tax losses. In accordance with FRS 102 Section 29, a deferred tax asset is only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

The directors have assessed the company's future profitability by reviewing financial forecasts and budgets. Based on recent trading performance, market conditions, and expected growth, the directors consider it probable that sufficient taxable profits will be generated in the foreseeable future to utilise these losses.

All turnover of the group is attributable to its principal activity.

Exceptional costs were incurred in the current year due to the purchase of the Group by its new parent, which triggered events leading to the exercise of share options. A proportion of these share options were cash cancelled which incurred a number of costs which are considered to be exceptional in nature.

The Company also granted new cash-settled options in the year which exercised on sale. The expense relating to these options was therefore considered by management to be exceptional in nature.

Included within operating profit are Parent company recharges of £1,662,339 (2024: £nil) which relate to the recharge of senior leadership salaries.

The share-based payment expense is reflective of the accelerated vesting period as the options were exercised on the sale of the business, which occurred part way through the year.

Other operating income relates to the research and development tax credit income of £291,982. The merged RDEC scheme requires this classification for periods on or after 01 April 2024 with the comparative being shown as a credit within the tax charge.

The average monthly number of persons employed by the group and company during the year was:

Their aggregate remuneration comprised:

Included within employee remuneration above are costs capitalised into Intangible fixed assets. The figures above are therefore shown gross of the additions in the year of £1,342,005 (2024: £904,919).

Included within the wages and salaries figures above, as considered a form of employee remuneration, are share based payment expenses relating to equity-settled options. Equity-settled share based payment expenses of £239,474 (2024: £92,620) are recognised within Administrative expenses. See note 5 and note 20. Cash-settled share based payment expenses of £594,504 (2024: £nil) are recognised within Exceptional items. See note 4 and note 20.

On 11th July 2025 the contracting employment entity of the directors was transferred to the immediate parent entity, Rio Group Bidco Limited. Included within Administrative expenses are recharges of senior leadership team remuneration, of which includes the directors, from the parent of £1,662,339. Of this remuneration, £442,359 related to the two directors.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

The directors are considered to be key management personnel.

The actual credit for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

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

The amounts owed by parent company includes £5,044,284 relating to an intercompany loan. The loan account is repayable within 12 months and charges an interest rate of 12% per annum. The total amount owed by the parent company includes accrued interest of £323,737.

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

The deferred tax liability set out above of £18,964 is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The deferred tax asset set out above of £4,344,688 is expected to reverse within 24 months and relates to brought forward tax losses.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The weighted average fair value of options granted during the year was £1.36. Fair value was measured using Black-Scholes. The calculated fair value of the share options has been charged to the profit and loss account.

Equity settled transactions occurred during the year as being triggered by the sale of the business. The vesting period was therefore accelerated resulting in an accelerated P&L charge. Amounts of £239,474 (2024: £92,620) have been recognised during the year.

Cash-settled options were granted and exercised in the period. A share-based payment charge of £594,504 has been recognised in the period.

The Ordinary and Series A shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption and are ranked pari passu with each other.

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

Share Premium - The Share premium reserve represents amounts paid for called up share capital in excess of their nominal value.

Subsequent to the end of the reporting period, the company initiated plans regarding a potential transfer of trade and assets from SteelEye Limited. These discussions are currently ongoing, and the transfer is expected to complete in Q3 of 2026. As the transaction is still in progress at the date of authorisation of these financial statements, it is not yet practicable to provide a reliable estimate of its financial effect.

The prior period adjustment reflects the opening position of the retrospective adjustment to capitalise R&D expenditure dating back from 2021. The cumulative effect on the opening position was to recognise a NBV of intangible assets of £1,719,870.

The prior period adjustment reflects the financial year ended 31 December 2024's additions to the R&D intangible asset of £904,919.

The prior year adjustment reflects the total amortisation charge in the year ended 31 December 2024 based on the accounting policies adopted which resulted in an amortisation charge of £1,103,107.

The prior year adjustment reflects the deferred tax liability arising from the change in accounting policies on development cost capitalisation, creating a short term timing difference.