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

The principal activity of Value Engineers Limited(The) is brand consultancy. The Company will continue to operate in this sector for the foreseeable future.

The Directors have provided an analysis of the entity’s performance in the results section within the Directors’ Report.

During FY2025, The Value Engineers continued to evolve its consulting proposition under the leadership of its Global CEO, with a continued focus on strategy, innovation and design-led consultancy services. The business strengthened collaboration with other DTA group companies to support broader client engagement, marketing activity and operational scale.

The Company delivered growth in revenue during the year, particularly across its Lifestyle and international client sectors, whilst continuing to manage costs and improve operational efficiency.

The Value Engineers also maintained its focus on retaining high calibre talent to support client delivery and business development. In 2026, management intends to continue strengthening the consulting offer through further adoption of technology, AI-enabled tools and agile methodologies to support sustainable growth across client sectors.

KPIs are used within the business to manage the performance of the whole business, management and staff.

The main financial KPIs relate to gross profit and operating profit.

During the year, the Company reported gross profit of £2,928,204 (2024: £2,815,479), representing an increase of 4.0% from the prior year.

Operating loss before exceptional costs improved to £431,935 (2024: loss £1,417,447).

Exceptional restructuring costs of £98,899 (2024: £83,939) were incurred during the year as part of ongoing organisational and operational restructuring initiatives.

Operating loss after exceptional costs improved to £530,834 (2024: loss £1,501,386).

The operating net margin improved to -14.0% from -38.9% in 2024.

The Company had net current liabilities of £398,834 (2024: net current assets £235,314) and net liabilities of £325,487 (2024: net assets £298,597) as at 31 December 2025.

The Directors continue to monitor working capital and liquidity closely.

The principal risks and uncertainties facing the Company have been considered and the Directors believe that the appropriate controls and strategies are in place to reduce these to an acceptable level.

The Directors consider the principal risks of the business to be:

Client relationships

Long term client relationships are essential for our success. The risk from losing key clients is mitigated by the profile and diversity of the client base and the breadth of relationships maintained across sectors and markets.

Economic Uncertainty

Macroeconomic uncertainty, inflationary pressures and cautious client spending continue to present risks to revenue growth and profitability. Targets have been set with a focus on achieving sustainable profitable growth aligned to long-term objectives. The Company may also be affected by changes in economic, political, judicial, administrative, taxation and regulatory matters.

Key staff

Our Directors and key staff are fundamental to the servicing of existing business and winning of new clients.

Supplier relationships

The Company undertakes periodic reviews of supplier relationships to avoid over dependence on any one supplier and to maintain quality and continuity of service delivery.

The Company’s activities may be exposed to certain financial risks, including foreign exchange risk, liquidity risk and credit risk.

Liquidity risk

The Company’s policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient liquid financial assets to meet those requirements. The Directors also rely on continued support from the wider DTA Group.

Credit risk

Credit risk predominantly arises from trade receivables. The Company generates revenues from corporate clients, with the risk mitigated through accurate and timely invoicing, robust credit control procedures and advance billing arrangements where appropriate.

Foreign exchange risk

The Directors seek to minimise foreign exchange risk through a range of initiatives including, where possible, matching the revenue currency to the anticipated currency of direct costs.

On behalf of the board

The directors of the company have elected not to include a copy of the income statement within the financial statements.

Value Engineers Limited(The) is a private company limited by shares incorporated in England and Wales. The registered office is 12 Flitcroft Street, London, United Kingdom, WC2H 8DL. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• the requirements of IFRS 7 Financial Instruments: Disclosures

• the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers

• the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:

  • paragraph 79(a)(iv) of IAS 1;

  • paragraph 73(e) of IAS 16 Property, Plant and Equipment;

• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

• the requirements of IAS 7 Statement of Cash Flows

• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

• the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

Where required, equivalent disclosures are given in the group accounts of Exaudio Capital Limited. The group accounts of Exaudio Capital Limited are available to the public and can be obtained as set out in note 18.

The directors have, at the time of approving the financial statements, a reasonable expectation that the company has considerable financial resources available to it from the wider group to continue in operational existence for the foreseeable future.true

The directors have prepared detailed group cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts, which incorporate historic performance data, anticipated revenue growth, cost management initiatives and continued financial support from the group, indicate that the company will have sufficient liquidity to meet its obligations as they fall due, even after allowing for reasonably possible downside scenarios. The directors actively monitor the company’s financial performance and cash flows. In the event of a significant reduction in income, the directors will consider cost cutting measures in order to ensure the long term viability of the business. The forecasts also incorporate all material known commitments and expected cash flows.

The parent company, Exaudio Capital Limited, has confirmed in writing it will continue to provide sufficient financial support to The Value Engineers Limited to enable it to continue to trade and to meet its liabilities as they fall due, for a period of at least one year from the date of signature of the audit report. The parent company have also provided a guarantee against all intercompany loans receivable by the company. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors are confident that with group support the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements, and therefore consider it appropriate to prepare the financial statements on a going concern basis.

Revenue recognition

The Company's revenues are principally derived from the provision of consulting and market research projects and services.

Revenue is measured based on the consideration specified in a contract, exclusive of value-added tax, with a customer and excludes, where applicable, any amounts collected on behalf of third parties. Revenue is recognised either over time or at a point in time, when (or as) the Company satisfies performance obligations and control of the product or service is transferred to the customer.

In most instances, promised goods or services in a contract are not considered distinct, or represent a series of services that are substantially the same with the same pattern of transfer to the customer and therefore are accounted for as a single performance obligation. However, where there are contracts with goods or services that are capable of being distinct or multiple products or services are provided, the total transaction price is allocated amongst the various performance obligations based on the relative standalone selling prices to the client.

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

Revenue from consulting, market research projects and services

Revenue derived from the provision of consulting, market research and communications projects and services are generally under fixed price contracts with single performance obligations. Contracts rarely extend beyond 12 months and clients are billed based on a payments schedule over the term of the contract. Invoices are generally payable by customers within 30 to 60 days.

Revenue is recognised over time because either the customer receives and uses the benefits simultaneously or the Company's performance does not create an asset with alternative use and the Company has an enforceable right to payment for performance to date.

The proportion of revenue recognised is based on milestones completed, or actual labour hours spent compared to total expected hours, as appropriate to the contract. Estimates of the extent of progress towards completion are revised if circumstances change with changes to estimated revenues being recognised in the period in which the circumstances which give rise to revision become known to management.

Some contracts include variable consideration in the form of volume-based rebate arrangements. Variable consideration is estimated using the most likely amount payable and deducted from the transaction value of each contract.

Third-party project costs

Third-party project costs comprise amounts payable to external suppliers where they are retained at the Company's discretion to perform part of a specific performance obligation where the Company has full exposure to the benefits and risk of the contract with the client. Third-party project costs do not include direct labour costs. Revenue from third party project costs is recognised when the cost is incurred and is generally recognised without mark-up.

Net revenue

Net revenue is revenue less third-party project costs and represents fees, commissions and mark-up on third-party project costs where appropriate.

Costs to obtain a contract

Costs that would have been incurred regardless of whether the contract is obtained, for example costs of developing a proposal, are recognised as incurred. The Company incurs incremental costs to obtain a contract, principally in the form of sales commissions. As the amortisation period of these costs, if capitalised, would be less than one year, the Company makes use of the practical expedient in IFRS 15 and expenses them as incurred. These costs are included in operating expenses.

Contract assets and liabilities

The Company recognises consideration received in respect of unsatisfied performance obligations as contract liabilities in the Balance Sheet. Similarly, if the Company satisfies a performance obligation before it receives the consideration, the Company recognises a contract asset in the Balance Sheet.

Property, plant and equipment 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 income statement.

At each reporting end date, the company reviews the carrying amounts of its tangible 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.

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.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents 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.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

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

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 income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

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.

The Company makes estimates and judgements concerning the application of the Company's accounting policies and concerning the future. The resulting estimates may, by definition, vary from the actual results. Estimates are based on historical experience and various other assumptions that management and the Board of Directors believe are reasonable.

The Directors consider that no judgements that could give rise to a material change in the financial statements in the next year have been applied.

The Directors consider the critical accounting estimates that could give rise to a material change in the financial statements in the next year are as follows:

Revenue recognition policies in respect of contracts that straddle the year end

The Company is required to make an estimate of the project completion levels in respect of contracts which straddle the year end for income recognition purposes. Estimates are based on expected total costs and revenues from each contract. This involves a level of judgement and therefore differences may arise between the actual and estimated result. Where immaterial differences arise, they are recognised in the income statement for the following reporting period. Any material changes to these estimates would affect revenue recognised in the financial statements and the level of deferred or accrued income on the balance sheet.

Project Cost Accruals

Third party project costs are estimated by project leads at the point of preparing a proposal, these estimates are based on their extensive experience and knowledge of the methodologies to be used in delivering the required outputs for the client. In most cases these estimates are subsequently supplemented by purchase orders from agreed suppliers providing those services. Third party costs are recognised when they are incurred and corresponding revenue is also recognised. At the year-end, third-party costs are accrued based on a project leads best estimate of the costs incurred to date. Any change to this estimate would have a material impact on the accounts.

Recovery of intercompany debtor balances

The Company has amounts due from group undertakings of £326,321 (2024: £49,879) at the reporting date. Management has exercised significant judgement in assessing whether these balances are recoverable and whether an expected credit loss provision is required. The assessment of recoverability requires consideration of the financial position and future prospects of the relevant group entities, including forecast profitability, projected cash flows, available financing arrangements and the value of the underlying net assets. Management also considers the intention and ability of group undertakings to settle the balances as they fall due. In performing this assessment, management reviewed the financial position of the relevant entities and considered supporting evidence including budgets, forecasts and available funding arrangements. Based on this review, management concluded that balances of £326,321 are recoverable and that no impairment provision is required. The recoverability assessment is sensitive to assumptions regarding future trading performance and cash generation. A change in these assumptions could result in a material adjustment to the financial statements.

The average monthly number of persons (including directors) employed by the company during the year was:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

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

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

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

During the year, the Company was party to a composite guarantee given to the Company’s bankers in respect of any debts or liabilities owing to the bank by any party to the guarantee. The other parties to the guarantee were the Group companies listed below:

• DTA Group Limited

• 2CV Limited

All amounts due to the Company’s bankers were settled in full during the year and the composite guarantee has been fully released. At the balance sheet date, the Company had no indebtedness to its bankers and no guarantees or security in place in favour of its bankers.

Accordingly, the Company has no contingent liability in respect of guarantees to its bankers at the balance sheet date.

The Company has granted a debenture dated 19 August 2025 in favour of DTA Group Limited in connection with an intra-group loan facility provided on a secured basis. The debenture comprises fixed charges and a floating charge over the Company’s undertaking, property, assets and rights, and includes a negative pledge. Management do not consider that this arrangement gives rise to a provision or contingent liability at the balance sheet date.

During the year the company made purchases of £8,129 (2024: £13,397) from a company with common key management.

At the balance sheet date £5,024 (2024: £nil) worth of purchases were outstanding resulting in a year end creditor of this amount.

The Company is a wholly owned subsidiary of DTA Group Limited. The results of the Company are consolidated into the financial statements of Exaudio Capital Limited, which is the smallest and largest group into which the Company is consolidated. Exaudio Capital Limited prepares consolidated financial statements which are publicly available.

The Company has taken advantage of the exemption available under FRS 101 from disclosing transactions with wholly owned group entities.

As at 31 December 2025, the immediate parent undertaking and controlling party was DTA Group Limited, a company incorporated in the United Kingdom. Exaudio Capital Limited is the parent company of DTA Group Limited and is the largest and smallest group into which the entity has been consolidated for the year ended 31 December 2025. Consolidated financial statements have been drawn up for Exaudio Capital Limited and are available from the following address: 12 Flitcroft Street, London, England, WC2H 8DL