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

Phi Partners International Limited ("the Group") is a specialist capital markets technology and quantitative consultancy, supporting financial institutions across front office, risk, vendor platform and cloud engineering services. 2025 was a year of deliberate geographic and capability expansion: the Group scaled its Casablanca centre of excellence for quantitative services, established Budapest as a dedicated hub for front office and risk engineering talent, and opened a new Murex centre of excellence in Cyprus. Together, these moves broaden the Group's specialist delivery footprint across the Middle East, Central Europe and the Eastern Mediterranean, and provide a platform to support continued client demand into 2026 and beyond.

Trading performance was strong. Revenue grew 17.2% year-on-year to £47.0m (2024: £40.0m), driven by three factors: the broadening of the Group's service offering, greater utilisation of near-shore delivery capacity, and the successful onboarding of new clients. This growth was achieved without a corresponding step-change in risk profile, reflecting the resilience of the Group's client base and delivery model.

Growth of this kind does not happen without continued investment in the underlying business. During the year, the Group made targeted investments in people, systems and infrastructure to ensure its operational foundations keep pace with its scale and complexity. This included the adoption of AI-enabled tools across delivery and internal operations, and the roll-out of a new sales CRM platform, both of which have materially improved management information, data quality and cost visibility, giving the leadership team greater confidence to act quickly on emerging opportunities and risks. Overhead growth was proportionately modest relative to revenue growth, reflecting continued discipline over the cost base even as management capacity was added to support the larger business.

Overall, 2025 was a year in which the Group grew on multiple fronts simultaneously: existing services deepened, new services were added, and the geographic delivery base widened. The Board is satisfied that the investments made this year position the business well for the next phase of growth.

People, culture and talent

The Group's ability to grow while maintaining service quality depends on its people. The expansion of specialist centres in Casablanca, Budapest and Cyprus during the year was underpinned by targeted recruitment of quantitative, front office and vendor-platform specialists, and by continued investment in training and career development for existing staff. The Board recognises that retaining specialist talent in competitive markets is central to the Group's delivery model, and has continued to invest in structured career pathways, mobility between delivery centres, and knowledge-sharing across the Group's geographic footprint. Employee engagement and wellbeing remain a standing agenda item for the leadership team, and the Group continues to monitor attrition and engagement indicators alongside its financial KPIs.

Environmental, social and governance matters

The Board recognises the growing importance of environmental, social and governance considerations to clients, employees and other stakeholders. As a professional services business, the Group's direct environmental footprint is modest and relates principally to office occupancy, business travel and IT infrastructure; the Board continues to look for practical opportunities to reduce this footprint, including through the continued use of cloud infrastructure and remote/hybrid delivery models that reduce the need for travel between centres. On the social side, the Group's near-shore centres of excellence are a deliberate contributor to specialist employment and skills development in the regions in which they operate. On governance, the Group maintains its ISO 27001 certification and continues to strengthen its control environment as the business scales, including through the systems investment described above. The Board intends to keep the level of ESG disclosure proportionate to the size and nature of the business, and to develop this further as the Group grows.

The principal risk facing the Group remains the state of the global economy and its effect on clients' operational, investment and growth plans. Macroeconomic and geopolitical conditions have remained challenging in recent years, and this pattern is expected to continue. The Group manages this risk by continuing to diversify its service lines and client base, and by remaining structurally flexible so that it can adapt its offering as client needs evolve.

Cybersecurity remains a key area of focus given the sensitivity of the systems and data the Group's consultants work with on behalf of clients. The Group continues to invest in IT security infrastructure, together with ongoing employee awareness training and simulated testing programmes, and maintains its ISO 27001 certification as an independent proof point of its control environment.

The Group's expanding international footprint increases its exposure to foreign exchange movements, with Sterling, US Dollar and Euro being the principal currencies used in the business. The Group continues to manage this exposure through regular use of appropriate currency hedging arrangements.

Credit risk is actively managed through a blue-chip client base and disciplined credit control processes; the Group has maintained a nil bad debt record and, on this basis, does not consider it necessary to purchase credit insurance at this time.

The directors consider the key performance indicators to be:

Turnover £47.0m (2024: £40.0m); and,

Profit before taxation £1,065k (2024: £156k).

Outlook and future developments

Looking ahead, the Board expects the investments made during 2025 — in particular the new Cyprus Murex centre, the strengthened Casablanca and Budapest hubs, and the improved management information from the Group's new CRM and AI tooling — to support continued revenue growth and improved operating leverage in 2026. The Board will continue to evaluate further near-shore expansion opportunities where they support specific client demand, and will maintain its focus on cost discipline and control-environment maturity as the business scales. While the Board remains mindful of the macroeconomic risks set out above, it is confident in the Group's ability to continue winning and retaining clients through its specialist, service-led model.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the company and group continued to be that of IT consultancy and other IT services.

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £500,000. 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:

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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 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 group and 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Phi Partners International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, 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 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 and 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.

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 most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of 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 and Companies Act 2006.

• 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 those in respect to the valuation of the intangible assets.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• 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 and loan balances.

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

• Verifying all material consolidation adjustments.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

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 £614,137 (2024 - £940,831 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Phi Partners International Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Acre House, 11-15 William Road, London, United Kingdom, NW1 3ER.

The group consists of Phi Partners International Limited and all of 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 and certain financial instruments at fair value. 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.

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 group financial statements consist of the financial statements of the parent company Phi Partners International Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents amounts receivable for consultancy and other information technology services provided in the ordinary course of business, stated net of value added tax and other sales related taxes. The amount recognised takes into account trade discounts, settlement discounts and volume rebates.

Revenue from engagements charged on a time and materials basis is recognised as the services are performed, by reference to time incurred at the charge-out rates agreed with the client.

Revenue from fixed price engagements is recognised by reference to the stage of completion of the engagement at the reporting date, measured as the proportion of total estimated costs to completion that has been incurred at that date. Where the outcome of an engagement cannot be estimated reliably, revenue is recognised only to the extent of the costs incurred that are expected to be recoverable.

Where services have been performed but not invoiced at the reporting date, the amount recognised is included within accrued income. Where amounts have been invoiced in advance of performance, the amount is included within deferred income.

Where the group uses subcontractors in the delivery of an engagement, revenue is recognised gross of subcontractor costs where the group acts as principal, being the party primarily responsible for delivery to the client and bearing the associated delivery and credit risk.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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:

Cryptocurrencies are identifiable non-monetary assets without physical substance and are accounted for as intangible assets. They are initially measured at cost. The directors have assessed the useful life of these assets as ten years and, having regard to the nature of the assets and to the active market in which they are traded, have assessed their residual value as being not less than their carrying amount. No amortisation charge therefore arises. The assets are reviewed for impairment at each reporting date and are carried at cost less accumulated impairment losses.

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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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 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 assets, other than those held at fair value through profit and 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 have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

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

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 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 profit and loss account, 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 if, and only if, there is 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 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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

The results and financial position of foreign branches are translated into pounds sterling. The assets and liabilities of foreign branches are translated into sterling at the exchange rate ruling at the balance sheet date. Income and expenditure are translated at the average exchange rate for the period in which these transactions occur. Exchange differences are recognised in profit or loss.

Oversea branches

The group operates through overseas branches of the parent company. The results of the branches are included in these financial statements; their transactions are translated at the rates prevailing at the dates of the transactions and their monetary assets and liabilities at the rate prevailing at the reporting date, with exchange differences recognised in profit or loss.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The group’s management has determined the estimated useful lives of intangible assets by exercising judgement over their intended use, market relevance and commercialisation. Management has set the useful life of goodwill at the presumed figure of 10 years, on the basis that a reliable estimate of their useful lives was not available.

The group makes use of a debt factoring facility. Management has determined that there is no substantial transfer of risks and rewards when the debts are factored and accordingly, the factored debts are not derecognised until they are settled or written off as irrecoverable. Non-derecognised factored debts of £3,024,896 (2024: £2,467,982) are included within other debtors noted in note 18.

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

Their aggregate remuneration comprised:

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

The actual charge/(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:

Owing to changes in HMRC’s research & development (R&D) schemes, the company’s R&D claim for the financial year is made under the RDEC scheme and such credit of £617,438 is included within other operating income. In the prior year, the company made a claim under the previous R&D for SME scheme and such credit was posted to the corporation tax charge.

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

Reversals of previous impairment losses have been recognised in profit or loss as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

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

Registered office addresses:

Other debtors include non-derecognised factored debts of £3,024,896 (2024: £2,467,982).

Within current other creditors is an amount of £8,099 related to the credit card facility which is secured by fixed charges over the £15,000 deposit account in favour of Royal Bank of Scotland.

Amounts owed to the factoring facility of £1,549,074 within the current 'Trade creditors' balance is secured by the way of a fixed and floating charge over the assets of the company.

Amounts owed to bank of £1,046,945 within "Bank Loans" (£213,612 current and £833,333 non-current) balance is secured by way of a fixed and floating charge over the assets of the company.

The Group has a bounce back loan which is repayable over 59 monthly instalments. The interest is 2.5% per annum.

In FY24 the Group took out a loan with RBS which is repayable over the period until 2030. The interest rate on the loan is 3% per annum over the base rate.

Other loans include loans from Shareholders. The interest rate on these loans is 12% per annum.

Finance lease payments represent amounts payable by the company for vehicle leases. The average lease term is 4 years. All leases are on a fixed repayment basis.

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

The deferred tax asset set out above is expected to reverse within a period greater than 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above, relates to accelerated capital allowances which will reverse over time as capital allowances are claimed and the related assets are depreciated.

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 Class A ordinary shares and the Class C ordinary shares will rank equally as regards the voting rights and rights to receive dividends and any distribution on a winding up of the company or otherwise.

The Class B ordinary shares will not have any voting rights or any rights to receive dividends and shall rank equally in all respects.

On 18 July 2025, the company granted 2,061 EMI options for Ordinary B shares to employees at an exercise price of £1 per share. The shares will vest on an Exit Event. The company granted 4,947 Unapproved options for Ordinary B shares at an exercise price of £1 per share. The shares will vest on an Exit Event. No fair value charge has been recognised in the accounts. During the year 1,500 options were forfeited and reallocated back to the option pool.

During FY24, the company issued 222 Class B ordinary shares of £1.00 each which were issued for total cash consideration of £33,282. There were no shares issued in FY25.

The group has taken advantage of the exemption permitted by paragraph 33.1A of FRS 102 and has not disclosed transactions with other group members where the group members are wholly owned.

The group operates a current account with a Director and at the balance sheet date the Director owed the Company £341,244 (2024: £978,064). The loan is repayable on demand.

The group operates loan accounts with shareholders and at the balance sheet date the group owed the shareholders £nil (2024: £419,536). Interest is being charged at 12% per annum on this balance amounting to £3,623 for the year ended 31 December 2025 (2024: £58,735). Total repayments made during the year were £423,159 (2024: £296,800).

At the year-end, the group was owed £143,877 (2024: £143,333) by shareholders in respect of interest bearing loans.

There have been no events after the reporting date.

The controlling party is Desmond Stockdale, who owns over 50% of the voting rights of Phi Partners International Limited.