Exaudio Capital Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company registration number 13751119 (England and Wales)
Exaudio Capital Limited
Company Information
Directors
T E Chaloner
A Drake
D Elms
K O Hawrylak
M C Scott
Company number
13751119
Registered office
12 Flitcroft Street
London
England
WC2H 8DL
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Exaudio Capital Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 11
Group income statement
12
Group statement of comprehensive income
13
Group statement of financial position
14 - 15
Group statement of changes in equity
16
Group statement of cash flows
17
Notes to the group financial statements
18 - 46
Parent company statement of financial position
47
Parent company statement of changes in equity
48
Notes to the parent company financial statements
49 - 53
Exaudio Capital Limited
Strategic Report
For the year ended 31 December 2025
Page 1

The Directors present their strategic report for Exaudio Capital Limited (the "Company") and the audited consolidated financial statements of Exaudio Capital Limited and its subsidiaries (the "Group") together, for the year ended 31 December 2025.

 

The consolidated financial statements of the Group have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006.

Principal activities

The principal activity of Exaudio Capital Limited is a holding company. The principal activity of the Company's subsidiaries is the provision of market research, consultancy, marketing and communication services. The Directors have provided an analysis of the Group’s performance within the KPI section.

 

Fair review of the business

During the year, 2CV Limited and The Value Engineers Ltd deepened their collaboration. This strategic alignment enhanced coordination across the Group and strengthened the focus on key client relationships, while also creating opportunities to broaden the Group’s capabilities and service offering.

Significant progress was made in further aligning its core business capabilities with other DTA group members to support scale in new business and marketing activities. This enabled improved operational efficiency and strengthened the Group’s ability to scale business development and marketing initiatives.

Signal continued to strengthen its position within the financial services sector during the year, expanding both its client base and proprietary technology platform.

In August 2025, the Group completed the disposal of Signal Agency Limited. Proceeds from the disposal were used to repay the Group’s bank debt in full and partially redeem preference shares, materially improving the Group’s balance sheet position and reducing financing costs.

The Group remains focused on integrating emerging technologies, including AI-enabled tools and agile methodologies, to support innovation, improve responsiveness to client needs and drive sustainable long-term growth across all key sectors.

Key performance indicators (KPIs)

KPIs are used within the business to manage the performance of the whole business, management and staff. The main financial KPIs relate to net revenue and operating profit.

During the year, the Group reported net revenue of £8,725,794 (2024: £10,797,306) and an operating loss before depreciation, amortisation and impairment of £3,313,242 (2024: loss £1,270,818).

Exceptional costs of £1,285,270 were incurred during the year in relation to the disposal of Signal Agency Limited and associated restructuring activities.,

The Group reported an operating loss of £4,740,230 compared to a prior year operating loss of £2,895,276.

Following the disposal of Signal Agency Limited, the Group recognised a profit on discontinued operations of £15,522,502, resulting in an overall profit after tax for the year of £8,839,946 (2024: loss £5,364,239).

The net operating margin was -54.32% (2024: -26.81%).

The Group had net current assets of £2,250,492 (2024: £1,444,391) and net liabilities of £1,187,129 (2024: £9,899,774) as at 31 December 2025.

Net revenue is defined as turnover less third party project costs.

Exaudio Capital Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 2
Risk and uncertainties

The principal risks and uncertainties facing the Group 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 of our client base and the breadth of long-established relationships across the sectors in which the Group operates.

 

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 strategic objectives.

 

Key staff

 

Our directors and key staff are fundamental to servicing existing business and winning new clients.

 

Supplier relationships

 

The Group undertakes periodic reviews of supplier relationships to avoid over dependence on any one supplier and to maintain operational resilience.

Financial risk management

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

 

Liquidity risk

 

The Group’s policy is to regularly monitor liquidity requirements to ensure sufficient liquid financial assets are available to meet obligations as they fall due. Following the disposal of Signal Agency Limited, the Group significantly reduced external debt through repayment of bank facilities and partial redemption of preference shares.

 

Credit risk

 

Credit risk predominantly arises from trade receivables. The Group mitigates this risk through strong credit control procedures, timely invoicing and advance billing arrangements for selected projects.

 

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.

 

This report was approved by the board and signed on its behalf.

 

Exaudio Capital Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 3

On behalf of the board

A Drake
Director
16 September 2026
Exaudio Capital Limited
Directors' Report
For the year ended 31 December 2025
Page 4

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

Principal activities

The principal activity of the group continued to be that of market research, communication and brand consultancy services.

Results and dividends

The results for the year are set out on page 12.

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

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

T E Chaloner
A Drake
D Elms
K O Hawrylak
M C Scott
Qualifying third party indemnity provisions

The group has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Supplier payment policy

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

 

The group's current policy concerning the payment of trade creditors is to:

 

Trade creditors of the group at the year end were equivalent to 84 day's purchases, based on the average daily amount invoiced by suppliers during the year.

Auditor

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

Exaudio Capital Limited
Directors' Report (Continued)
For the year ended 31 December 2025
Page 5
Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Matters covered in the Strategic Report

The Strategic Report can be found on pages 1 to 3. This contains the principal activities and future developments of the Group, review of the business, details of the Group’s principal risks and uncertainties and its financial risk management policies.

On behalf of the board
A Drake
Director
16 September 2026
Exaudio Capital Limited
Directors' Responsibilities Statement
For the year ended 31 December 2025
Page 6

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

 

Company law requires the director prepare Group and parent company financial statements for each financial year. Under that law they have elected to prepare the Group financial statements in accordance with UK-adopted International Accounting Standards and applicable law and have elected to prepare the parent company financial statements in accordance with United Kingdom accounting standards and applicable law (United Kingdom Generally Accepted Accounting Practice). 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 for the group for that period.

 

In preparing these financial statements, International Accounting Standard 1 requires that directors:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s and Group’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and Group enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and parent company and to prevent and detect fraud and other irregularities.

Exaudio Capital Limited
Independent Auditor's Report
To the Members of Exaudio Capital Limited
Page 7

Qualified opinion

We have audited the financial statements of Exaudio Capital Limited (the ‘parent company’) and its subsidiaries (‘the group’) for the year ended 31 December 2025 which comprise the Group Income Statement, the Group Statement of Comprehensive Income, the Group and Company Statement of Financial Position, the Group and Company Statements 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, as regards to the consolidated financial statements, UK-adopted International Accounting Standards. In regards to the parent company financial statements, United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the financial statements:

Basis for qualified opinion

The Company’s statement of financial position includes an investment in subsidiaries of £11,505,341. The Group's statement of financial position includes goodwill of £3,252,432 and customer relationships of £5,665,070. As disclosed in note 1.10, management has performed an impairment assessment using discounted cash flow forecasts to determine the recoverable amount of these balances.

 

We were unable to obtain sufficient appropriate audit evidence regarding the assumptions underpinning the forecast cash flows used in the impairment assessments, including forecast revenue growth, profitability, and related key inputs. In particular, the Group’s forecasts have been subject to significant revisions, and actual trading performance has historically varied significantly from forecasts. Consequently we were unable to obtain sufficient appropriate audit evidence to determine whether any impairment of goodwill, customer relationships and cost of investment in subsidiaries was required, or the amount of any such impairment.

 

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 qualified 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.

Exaudio Capital Limited
Independent Auditor's Report (Continued)
To the Members of Exaudio Capital Limited
Page 8

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.

 

As described in the basis for qualified opinion section of our report, our audit opinion is qualified because we were unable to obtain sufficient appropriate audit evidence regarding the assumptions underpinning the forecast cash flows used in the impairment assessment, including forecast revenue growth, profitability, and related key inputs. We have concluded that where the other information refers to investments, goodwill and customer relationships or to related balances and classes of transactions, it may also be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter referred to in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

Except for the matter referred to in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and 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:

 

 

In respect solely of the limitation on our work relating to investments, goodwill and customer relationships, described above:

 

Exaudio Capital Limited
Independent Auditor's Report (Continued)
To the Members of Exaudio Capital Limited
Page 9
Responsibilities of directors

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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

 

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

 

 

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.

 

Exaudio Capital Limited
Independent Auditor's Report (Continued)
To the Members of Exaudio Capital Limited
Page 10

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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:

 

 

 

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.

Exaudio Capital Limited
Independent Auditor's Report (Continued)
To the Members of Exaudio Capital Limited
Page 11

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.

Callum Gritt (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
17 September 2026
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Exaudio Capital Limited
Group Income Statement
For the year ended 31 December 2025
Page 12
2025
2024
Notes
£
£
Continuing operations
Revenue
3
13,303,653
16,665,032
Cost of sales
(4,577,859)
(5,867,726)
Gross profit
8,725,794
10,797,306
Other operating income
155,010
7,931
Administrative expenses less depreciation, amortisation and impairment
(10,908,776)
(12,076,055)
Exceptional items
4
(1,285,270)
-
0
Operating loss before depreciation, amortisation and impairment
5
(3,313,242)
(1,270,818)
Depreciation and amortisation
(1,426,988)
(1,624,458)
Acquisition costs
-
-
Impairment
-
-
Operating loss
5
(4,740,230)
(2,895,276)
Investment revenues
9
1,283
7,614
Finance costs
10
(2,035,212)
(2,484,680)
Loss before taxation
(6,774,159)
(5,372,342)
Income tax
11
91,603
43,728
Loss for the year
(6,682,556)
(5,328,614)
Discontinued operations
12
Profit from discontinued operations
15,522,502
(35,625)
Profit/(loss) for the year
8,839,946
(5,364,239)
Loss for the financial year is all attributable to the owners of the parent company.

Comparative information has been re-presented to reflect the classification of Signal Agency Limted as a discontinued operation due to sale of subsidiary in the year.
Exaudio Capital Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2025
Page 13
2025
2024
£
£
Profit/(loss) for the year
8,839,946
(5,364,239)
Other comprehensive income:
Items that may be reclassified to profit or loss
Currency translation differences:
- Translation loss arising in the year
(125,322)
(2,973)
Total comprehensive income for the year
8,714,624
(5,367,212)
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 18 to 46 form part of these group financial statements.

Exaudio Capital Limited
Group Statement Of Financial Position
As at 31 December 2025
Page 14
2025
2024
Notes
£
£
Non-current assets
Goodwill
13
3,252,432
3,252,432
Intangible assets
13
5,665,070
11,907,622
Property, plant and equipment
14
198,042
346,331
Right-of-use assets
14
846,486
1,348,221
9,962,030
16,854,606
Current assets
Trade and other receivables
17
4,692,401
7,613,970
Cash and cash equivalents
1,737,898
3,578,461
6,430,299
11,192,431
Current liabilities
Trade and other payables
20
(3,885,429)
(9,348,256)
Current tax liabilities
(16,990)
(17,938)
Lease liabilities
21
(277,388)
(381,846)
(4,179,807)
(9,748,040)
Net current assets
2,250,492
1,444,391
Non-current liabilities
Trade and other payables
20
(3,590,427)
(5,201,772)
Borrowings
18
(7,637,174)
(19,003,750)
Lease liabilities
21
(629,713)
(997,288)
Deferred tax liabilities
22
(1,416,267)
(2,869,891)
Long term provisions
23
(126,070)
(126,070)
(13,399,651)
(28,198,771)
Net liabilities
(1,187,129)
(9,899,774)
Equity
Called up share capital
25
4,745
4,920
Share premium account
26
487,080
487,080
Currency translation reserve
28
(52,379)
72,943
Capital redemption reserve
27
175
-
0
Retained earnings
(1,626,750)
(10,464,717)
Total equity
(1,187,129)
(9,899,774)
Exaudio Capital Limited
Group Statement Of Financial Position (Continued)
As at 31 December 2025
Page 15
The financial statements were approved by the board of directors and authorised for issue on 16 September 2026 and are signed on its behalf by:
A  Drake
Director
Company registration number 13751119 (England and Wales)
Exaudio Capital Limited
Group Statement of Changes in Equity
For the year ended 31 December 2025
Page 16
Share capital
Share premium account
Capital redemption reserve
Currency translation reserve
Retained earnings
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
4,905
485,595
-
0
75,916
(5,100,478)
(4,534,062)
Year ended 31 December 2024:
Loss for the year
-
-
-
-
(5,364,239)
(5,364,239)
Other comprehensive income:
Currency translation differences
-
-
-
(2,973)
-
0
(2,973)
Total comprehensive income for the year
-
-
-
(2,973)
(5,364,239)
(5,367,212)
Issue of share capital
25
15
1,485
-
-
-
1,500
Balance at 31 December 2024
4,920
487,080
-
0
72,943
(10,464,717)
(9,899,774)
Year ended 31 December 2025:
Profit for the year
-
-
-
-
8,839,946
8,839,946
Other comprehensive income:
Currency translation differences
-
-
-
(125,322)
-
0
(125,322)
Total comprehensive income for the year
-
-
-
(125,322)
8,839,946
8,714,624
Reduction in shares
25
(175)
-
0
175
-
(1,979)
(1,979)
Balance at 31 December 2025
4,745
487,080
175
(52,379)
(1,626,750)
(1,187,129)

The notes on pages 18 to 46 form part of these group financial statements.

Exaudio Capital Limited
Group Statement of Cash Flows
For the year ended 31 December 2025
Page 17
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
31
(3,868,326)
1,265,571
Interest paid
(3,630,360)
(565,537)
Income taxes refunded
-
0
38,445
Net cash (outflow)/inflow from operating activities
(7,498,686)
738,479
Investing activities
Proceeds from disposal of subsidiary net of cash disposed
17,665,231
-
0
Proceeds from disposal of intangibles
(3,925)
-
0
Purchase of property, plant and equipment
(260,585)
(303,038)
Proceeds from disposal of property, plant and equipment
-
0
13,803
Interest received
1,283
10,563
Net cash generated from/(used in) investing activities
17,402,004
(278,672)
Financing activities
Proceeds from issue of shares
-
0
1,500
Redemption of shares
(1,979)
-
0
Repayment of preference shares
(7,962,826)
-
0
Repayment of bank loans
(3,403,750)
-
Payment of lease liabilities
(380,503)
(299,476)
Net cash used in financing activities
(11,749,058)
(297,976)
Net (decrease)/increase in cash and cash equivalents
(1,845,740)
161,831
Cash and cash equivalents at beginning of year
3,578,461
3,419,603
Effect of foreign exchange rates
5,177
(2,973)
Cash and cash equivalents at end of year
1,737,898
3,578,461

The notes on pages 18 to 46 form part of these group financial statements.

Exaudio Capital Limited
Notes to the Group Financial Statements
For the year ended 31 December 2025
Page 18
1
Accounting policies
Company information

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

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The parent company financial statements present information about the Company as a separate entity and not about its Group.

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial statements, except as noted below.

1.1
Accounting convention

The group financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements and notes for the Group and Company are presented in British Pounds Sterling (“GBP”), which is the Company’s functional currency, as the majority of the Company’s transactions are denominated in GBP as it is the currency of the primary economic environment in which the entity operates.

Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, except as otherwise stated in the accounts. The principal accounting policies adopted are set out below.

1.2
Business combinations

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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Exaudio Capital 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.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 19

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

1.4
Going concern

At the year end, the Group reported a profit after tax of £8,true839,946 (2024: loss of £5,364,239). This is largely due to the gain on disposal of a subsidiary of £15,897,419.

The Group's liabilities exceeded assets for the period which resulted in a net liability position of £1,187,129 (2024: £9,899,774), however the Group reported a net current asset position of £2,250,492 (2024: £1,444,391).

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 and cost management initiatives, indicate that the company will have sufficient liquidity to meet its obligations as they fall due, even after allowing for reasonably possible downside scenarios. It is noted that forecasts did not include a potential £2m uplift from deferred consideration payments arising from the sale of the subsidiary. Management expects this amount to be received in full, with payment anticipated in August 2026. The directors actively monitor the group and 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.

Consequently, the directors are confident that the group and 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.

1.5
Revenue

i. Revenue recognition

The Group's revenues are principally derived from the provision of market research, consultancy, marketing, and communication services. There is some revenue from the sale of printed goods.

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 Group 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 Group 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 Group does not adjust any of the transaction prices for the time value of money.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 20

ii. Revenue from market strategy consulting, market research, managed customer communication services and consulting

Revenue derived from the provision of market research, consultancy, marketing, and communication 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 Group's performance does not create an asset with alternative use and the Group 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 progress towards completion are revised if circumstances change, with a corresponding change to estimated revenue within the period.

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. Values are recognised on the basis of the highly probable scenario, so that a significant reversal of the cumulative revenue recognised would not occur, once any uncertainty is resolved.

iii. Sale of printed goods

Revenue derived from the sale of printed goods is recognised and billed at the point in time when the printed materials are delivered. Invoices are generally payable by customers within 30 to 60 days. Revenue excludes amounts where the Group collects amounts on behalf of third-parties.

iv. Third-party project costs

Third-party project costs comprise amounts payable to external suppliers where they are retained at the Group's discretion to perform part of a specific performance obligation where the Group 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 associated with third party project costs occurs when the cost is incurred and recharged to the client, this is generally recognised without mark-up.

v. 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 Group 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 Group makes use of the practical expedient in IFRS 15 and expenses them as incurred. These costs are included in operating expenses.

vi. Contract assets and liabilities

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

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 21
1.6
Goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

 

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. An impairment loss recognised for goodwill is not subsequently reversed.

1.7
Intangible assets other than goodwill

In accordance with IFRS 3 (revised) Business combinations, intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Identified intangible assets acquired as part of a business combination are customer relationships. These intangible assets have a finite useful economic life and are carried at cost less accumulated amortisation. Amortisation is recognised as an operating expense and calculated using the straight-line method over the expected life of the asset as follows:

Intangible assets acquired as part of a business combination are reviewed annually for indications of impairment or whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value-in-use. Intangible assets acquired as part of a business combination which have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Impairment losses and reversal of impairment losses are recognised in the income statement as an operating expense.

1.8
Property, plant and equipment

Property and equipment are stated at cost, less accumulated depreciation, and accumulated impairment losses.

Where parts of an item of property and equipment have different useful lives, they are accounted for as separate items of property and equipment.

Depreciation is charged to the income statement as an operating expense on a straight-line basis over the estimated useful lives of each part of an item of property and equipment. The estimated useful lives are as follows:

Leasehold improvements
Over the lease term
Office costs
4 years
Computers
3 years
Motor vehicles
Over the lease term
Leasehold property
Lesser of the lease term and useful life of the asset

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.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 22
1.9
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

1.10
Impairment of tangible and intangible assets

At each reporting 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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.

1.11
Cash and cash equivalents

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.

1.12
Financial assets

Financial assets are recognised in the group's statement of financial position when the group 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.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 23
Financial assets at fair value through profit or loss

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 income statement for the reporting period in which it arises.

Financial assets held at amortised cost

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.

Impairment of financial assets

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

 

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires lifetime expected credit losses to be recognised from initial recognition of the receivables.

Derecognition of financial assets

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.

1.13
Financial liabilities

The group recognises financial liabilities when the group 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

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.

Derecognition of financial liabilities

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

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 24
1.14
Equity instruments

Equity instruments issued by the parent 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 payable at the discretion of the company.

1.15
Taxation

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

Current 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax

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 group 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.

1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 25
1.17
Employee benefits

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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

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

1.19
Leases

At inception, the group 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 group 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 right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 26

The group 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.

When the group acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease components, the group applies IFRS 15 to allocate the consideration in the contract. When the group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the sub-lease with reference to the right-of-use asset arising from the head lease instead of the underlying asset.

1.20

Preference shares

Preference shares, which result in fixed returns to the holder or are mandatorily redeemable on a specific date, are classified as liabilities. They have been recognised at fair value. The dividends on these preference shares are recognised in the income statement as interest expense.

1.21

New standards, amendments, IFRIC and new disclosures

(a) New standards, interpretations and amendments effective from 1 January 2025

 

There are no new standards, interpretation and amendment effective for the first time from 1 January 2025 that are relevant to the financial statements.

 

(b) New standards, interpretations and amendments issued but not yet effective

 

The following new accounting standards, interpretations and amendments have been issued but are not yet effective for accounting periods beginning on 1 January 2025 and have not been early adopted by the entity:

 

These standards, interpretations and amendments are not expected to have a material impact on the entity in the current or future reporting periods, or on foreseeable future transactions.

 

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 27
2
Critical accounting estimates and judgements

The preparation of the financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and judgements that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

There are no significant judgements made in preparing the parent company financial statements.

By their nature, the use of estimates means actual results could differ from these estimates. Estimates are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Estimates are reviewed on an ongoing basis and any revisions to estimates are recognised prospectively.

The estimates that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are:

Critical estimates
Acquisition accounting

Estimation is often required in determining the identifiable intangible assets acquired as part of a business combination that must be recognised as an asset in the Group's consolidated financial statements. Estimation is required in determining both the fair value of all identified assets, liabilities acquired, any contingent consideration and in particular intangible assets.

In determining these fair values, a range of assumptions are used, including forecast revenue, discount rates, and attrition rates that are specifically related to the intangible asset being valued. The useful economic lives of these assets are estimated using management's best estimates and reassessed annually. If the useful economic lives of the Group intangible assets were one year shorter, the carrying value of intangible assets at 31 December 2025 would be £715k lower.

Impairment of intangibles

The recoverable amount of customer relationship intangibles is based on future cash flows from customers included in the initial customer relationship valuation . In determining whether any impairment is required, management makes a number of estimates in respect of future cash flows and customer retention. Following their assessment and review, the directors have determined no impairment is necessary.

Revenue recognition policies in respect of contracts that straddle the year end
The Directors consider the critical accounting estimate that could give rise to a material change in the financial statements in the next year is in relation to revenue recognition policies in respect of contracts which 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.
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
2
Critical accounting estimates and judgements
(Continued)
Page 28
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 lead's best estimate of the costs incurred to date. Any change to this estimate would have a material impact on the financial statements.
3
Revenue

The Group derives revenue from the transfer of goods and services over time and at a point in time basis and from the following geographical segments, based on the location of the client.

2025
2024
£
£
Revenue analysed by class of business
Revenue recognised over-time
17,556,295
24,078,997
Revenue recognised at a point in time
5,993,564
12,702,125
23,549,859
36,781,122
2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
16,931,605
25,641,574
Rest of Europe
1,706,600
3,299,761
United States of America
3,375,214
6,287,066
Rest of the World
1,536,440
1,552,721
23,549,859
36,781,122
4
Exceptional items
2025
2024
£
£
Expenditure
Costs in relation to sale of subsidiary
1,674,206
-
Discontinued operations
388,936
-
(1,285,270)
-
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 29
5
Operating profit/(loss)
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(78,040)
20,385
Staff costs
12,836,764
16,124,355
Fees payable to the company's auditor for the audit of the company's financial statements
120,200
127,250
Depreciation of property, plant and equipment
491,470
688,941
Loss on disposal of property, plant and equipment
3,062
175
Amortisation of intangible assets (included within administrative expenses)
1,374,011
1,687,222
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
27,750
27,750
Audit of the financial statements of the company's subsidiaries
59,850
64,750
87,600
92,500
For other services
Tax services
20,000
20,250
Other services
12,600
14,500
Total non-audit fees
32,600
34,750
7
Employees

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

2025
2024
Number
Number
Project staff
118
169
Administrative and management
37
56
Total
155
225
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
7
Employees
(Continued)
Page 30

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
11,093,711
13,917,091
Social security costs
1,186,897
1,378,402
Pension costs
556,156
828,862
12,836,764
16,124,355
8
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
623,067
568,039
Company pension contributions to defined contribution schemes
25,045
27,216
648,112
595,255
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
203,067
223,723

The number of directors for who retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).

9
Investment income
2025
2024
£
£
Interest income
Financial instruments measured at amortised cost:
Bank deposits
1,283
10,563
Other income
Discontinued operations
-
0
(2,949)
1,283
7,614
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 31
10
Finance costs
2025
2024
£
£
Interest on bank overdrafts and loans
201,928
433,187
Interest on lease liabilities
86,246
104,643
Other interest payable
1,747,038
1,966,579
Total interest expense
2,035,212
2,504,409
Discontinued operations
-
0
(19,729)
2,035,212
2,484,680
11
Income tax expense
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
(1,077)
3,030
Foreign taxes and reliefs
1,950
74,807
873
77,837
Deferred tax
Origination and reversal of temporary differences
(202,100)
(299,183)
Adjustment in respect of prior periods
-
0
29
(202,100)
(299,154)
Total tax (credit)
(201,227)
(221,317)
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
11
Income tax expense
(Continued)
Page 32

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
£
£
Profit/(loss) before taxation
8,638,719
(5,585,556)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2024: 25.00%)
2,159,680
(1,396,389)
Effect of expenses not deductible in determining taxable profit
969,605
712,693
Income not taxable
(4,180,740)
-
Adjustment in respect of prior years
(1,080)
-
Other permanent differences
1,045
-
Under/(over) provided in prior years
-
4,139
Movement in deferred tax not recognised
932,909
381,553
Fixed asset differences
(82,646)
1,880
Foreign tax
-
74,807
Taxation credit for the year
(201,227)
(221,317)
12
Discontinued operations

The discontinued operations are in relation to the sale of a trading subsidiary in the year. This is disposal is detailed in note 29.

The results of the discontinued business, which have been included in the income statement, were as follows:
2025
2024
£
£
Revenue
10,246,206
20,116,090
Operating expenses
(10,341,811)
(20,312,524)
Exceptional items
(388,936)
-
Investment revenues
-
2,949
Other gains and losses
15,897,419
-
Finance costs
-
(19,729)
Profit/(loss) before taxation
15,412,878
(213,214)
Income tax credit
109,624
177,589
Net profit/(loss) attributable to discontinuation
15,522,502
(35,625)
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 33
13
Intangible assets
Goodwill
Customer Relationships
Total
£
£
£
Cost
At 1 January 2024
3,252,432
16,872,215
20,124,647
At 31 December 2024
3,252,432
16,872,215
20,124,647
Disposals
-
0
(7,517,048)
(7,517,048)
At 31 December 2025
3,252,432
9,355,167
12,607,599
Amortisation and impairment
At 1 January 2024
-
0
3,277,371
3,277,371
Charge for the year
-
0
1,687,222
1,687,222
At 31 December 2024
-
0
4,964,593
4,964,593
Charge for the year
-
0
1,374,011
1,374,011
Eliminated on disposals
-
0
(2,648,507)
(2,648,507)
At 31 December 2025
-
0
3,690,097
3,690,097
Carrying amount
At 31 December 2025
3,252,432
5,665,070
8,917,502
At 31 December 2024
3,252,432
11,907,622
15,160,054
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
13
Intangible assets
(Continued)
Page 34

Goodwill is allocated to the Group's cash generating unit (CGUs) identified, being DTA Group Limited.

 

Goodwill arising on business combinations is not amortised but is tested for impairment on an annual basis, or more frequently if there are indications that goodwill may be impaired. Goodwill acquired in a business combination is allocated, at acquisition, to CGUs that are expected to benefit from that business combination.

 

The carrying amount of goodwill relates to the Group's trading activity and business segment. This has been tested for impairment during the current period by comparison with the recoverable amounts of the CGU. Recoverable amounts for CGUs are based on the higher of value in use and fair value less costs to sell. The recoverable amounts of the CGU have been determined from value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rate for the continuing operations of the Group. These long-term growth rates are management's estimates. The discount rates used are pre-tax and reflect specific risks relating to the continuing operations of the Group.

 

The key assumptions for value in use calculations are those regarding discount rates, growth rates, and expected changes in margins.

 

Discount rate

Management estimates discount rates using pre-tax rates that reflect current market assessment of time value of money and risks specific to CGUs. The pre-tax discount rate used to calculate value in use is 10.01% (2024: 10.36%).

 

Growth rates

The growth rate is stated as compound annual growth rates for the initial five years. Cash flow projections from the sixth year onwards based on estimated constant growth rate. Average growth rate used to calculate value in use is 3% (2024: 7%). The long-term constant growth rate of 2.5% (2024: 2.5%) has been used. In the short term costs reflect changes in structure and headcount and in the long run show a steady increase in line with revenue.

 

Sensitivity analysis

Forecasts are sensitive to growth rates and if forecast revenue growth is not achieved it would likely result in a material impairment adjustment.

 

 

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 35
14
Property, plant and equipment
Leasehold improvements
Office costs
Computers
Motor vehicles
Leasehold property
Total
£
£
£
£
£
£
Cost
At 1 January 2024
119,976
122,747
705,222
28,484
1,164,056
2,140,485
Additions
-
0
35,948
192,044
75,046
1,336,557
1,639,595
Disposals
-
0
(210)
(10,570)
(6,345)
-
0
(17,125)
Foreign currency adjustments
-
0
(365)
2,258
-
0
-
0
1,893
At 31 December 2024
119,976
158,120
888,954
97,185
2,500,613
3,764,848
Additions
789
10,974
198,624
50,198
-
0
260,585
Disposals
(72,660)
(85,411)
(694,346)
(147,383)
(860,755)
(1,860,555)
Foreign currency adjustments
(554)
-
0
(12,317)
-
0
-
0
(12,871)
At 31 December 2025
47,551
83,683
380,915
-
0
1,639,858
2,152,007
Accumulated depreciation and impairment
At 1 January 2024
76,351
71,695
410,215
1,187
823,085
1,382,533
Charge for the year
20,007
31,666
210,906
21,233
405,129
688,941
Eliminated on disposal
-
0
(35)
(2,055)
(1,057)
-
0
(3,147)
Foreign currency adjustments
-
0
(324)
2,293
-
0
-
0
1,969
At 31 December 2024
96,358
103,002
621,359
21,363
1,228,214
2,070,296
Charge for the year
17,764
20,112
165,124
21,159
267,311
491,470
Eliminated on disposal
(59,816)
(71,112)
(560,253)
(42,522)
(702,153)
(1,435,856)
Foreign currency adjustments
(6,755)
-
0
(11,676)
-
0
-
0
(18,431)
At 31 December 2025
47,551
52,002
214,554
-
0
793,372
1,107,479
Carrying amount analysed between owned assets and right-of-use assets
At 31 December 2025
Owned assets
-
31,681
166,361
-
-
198,042
Right-of-use assets
-
-
-
-
846,486
846,486
-
31,681
166,361
-
846,486
1,044,528
At 31 December 2024
Owned assets
23,618
55,118
267,595
-
-
346,331
Right-of-use assets
-
-
-
75,822
1,272,399
1,348,221
23,618
55,118
267,595
75,822
1,272,399
1,694,552
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
14
Property, plant and equipment
(Continued)
Page 36

Property, plant and equipment includes right-of-use assets, as follows:

Right-of-use assets
2025
2024
£
£
Net values at the year end
Motor vehicles
-
75,822
Leasehold property
846,486
1,272,399
846,486
1,348,221
Depreciation charge for the year
Motor vehicles
21,159
21,233
Leasehold property
267,311
405,129
288,470
426,362
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 37
15
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
DTA Group Limited
1
Ordinary Shares
100.00
-
DTAG Inc
2
Ordinary Shares
0
100.00
2CV Limited
1
Ordinary Shares
0
100.00
2CV Pte Limited
3
Ordinary Shares
0
100.00
2CV Inc
4
Ordinary Shares
0
100.00
The Value Engineers Limited
1
Ordinary Shares
0
100.00
TVE Inc
2
Ordinary Shares
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
12 Flitcroft Street, London, England, WC2H 8DL, United Kingdom
2
1209 Orange Street, Wilmington, DE 19081, United States
3
78B Tras Street, 079017, Singapore
4
4551 Gencoe Avenue, Suite 350, Marina Del Rey. LA, CA, United States

As permitted by section 479A of the Companies Act 2006, the subsidiary, DTA Group Limited, is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts. In order to meet this exemption, the Company will give guarantees under section 479C of the Companies Act 2006.

16
Contracts with customers
2025
2024
2024
Period end
Period end
Period start
£
£
£
Contracts in progress
Contract assets
446,806
1,873,438
2,287,993
Contract liabilities
(1,094,211)
(1,586,365)
(832,025)

 

Significant changes in the period
2025
2024
Contract assets
Contract liabilities
Contract assets
Contract liabilities
£
£
£
£
Amounts recognised as revenue
-
(1,586,365)
-
(832,025)
Revenue recognised as a contract asset
403,670
-
1,873,438
-
Revenue invoiced in advance
-
1,097,464
-
1,586,365
Contract assets invoiced
(1,873,438)
-
(2,287,993)
-

The Group has applied the practical expedient permitted by IFRS 15 not to disclose the transaction price allocated to performance obligations unsatisfied (or partially unsatisfied) at the end of the reporting period as contracts have an original expected duration of less than 12 months.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 38
17
Trade and other receivables
2025
2024
£
£
Trade receivables
1,792,852
4,058,190
Contract assets (note 16)
446,806
1,873,438
VAT recoverable
83,474
188,847
Other receivables
2,089,704
647,668
Prepayments
279,565
845,827
4,692,401
7,613,970

The average credit period taken on the provision of services was 23 days (2024: 33 days).

 

Management believes that the risk of non-collection of the unimpaired trade receivables is not material and therefore no ECL provision has been recognised. Management assesses, based on actual payments at the date of preparation of the accounts, that there was no significant increase in credit risk as at 31 December 2025.

 

The Directors consider that the carrying value of trade and other receivables approximates to fair value.

18
Borrowings
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Bank loans
-
3,403,750
Redeemable preference shares
7,637,174
15,600,000
7,637,174
19,003,750

The company had a debt facility with Shawbrook Bank Limited. The Shawbrook facilities consisted of a £3.5m term loan. On 19th August 2025, the bank loan was repaid in full.

 

During the year, the company redeemed preference shares and paid out £7,962,826 on 21st August 2025. The preference shares accrue dividends at the rate of 10% per annum.

19
Financial risk
Financial risk management

The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk, and foreign exchange risk.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
19
Financial risk
(Continued)
Page 39
Foreign exchange risk

The Group operates in a number of markets across the world and is exposed to foreign exchange risk arising from various currency exposures in respect of cash and cash equivalents, trade receivables and trade payables.

 

The Group also has subsidiaries located in the USA and Singapore with functional currencies in US dollar, and Singapore dollar respectively. At 31 December 2025 the net assets of these subsidiaries were £952,470. Differences that arise from the translation of these assets to sterling are recognised in other comprehensive income in the period and the cumulative effect as a separate component in equity. The Group does not hedge this translation exposure to its equity.

 

The following table demonstrates the Group's sensitivity to a 10% increase and decrease in Sterling against US dollar and Singapore dollar, on the Group's profit for the period and on the Group's equity. This sensitivity represents management's assessment of the reasonably possible change in foreign exchange rates.

US Dollar
Singapore Dollar
2025
2024
2025
2024
£
£
£
£
Strengthening of Sterling by 10%
On loss for the year/period
(47,182)
(47,274)
(32,388)
(23,595)
Weakening of Sterling by 10%
On loss for the year/period
57,440
57,774
39,584
28,837
Interest rate risk

The Group's exposure to interest rate risk arises from the Group's long-term debt obligations with floating and fixed interest rates. Floating rate financial instruments comprise the Group's cash and cash equivalents and borrowings. Fixed rate financial instruments comprise lease liabilities.

 

The Group's borrowings were £nil (2024: £3.5m). Details of the Group's borrowings are set out in note 16 and details of the Group's lease liabilities are set out in note 19.

 

The following table demonstrates the sensitivity to reasonable possible changes in interest rates on bank borrowings, with all other variables held constant, on the Group's profit before tax and equity:

2025
2024
£
£
Increase in rates of 100 basis points
Effect on loss before tax and equity
(23,301)
(35,000)
Decrease in rates of 100 basis points
Effect on loss before tax and equity
23,301
35,000
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
19
Financial risk
(Continued)
Page 40
Liquidity risk

The Group's treasury policies are designed to ensure that sufficient cash reserves and loan facilities are available to support current and future business requirements.

 

At 31 December 2025 the Group had no undrawn facilities, and had cash and cash equivalents of £1,737,898.

 

The table below summarises the maturity profile of the Group's non-derivative financial liabilities at 31 December 2025 based on contractual undiscounted payments, including estimated interest payments where applicable:

Less than 1 year
1 - 5 years
5+ years
Total
£
£
£
£
Preference shares
-
(7,637,174)
-
(7,637,174)
Bank loans
-
-
-
-
Lease liabilities
(277,388)
(629,713)
-
(907,101)
Trade payables
(1,512,385)
-
-
(1,512,385)
Accruals
(606,016)
(3,590,427)
-
(4,196,443)
Other payables
(309,489)
-
-
(309,489)
2,705,278
11,857,314
-
14,562,592
20
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
1,512,385
5,211,526
-
0
-
0
Contract liabilities (note 16)
1,094,211
1,586,365
-
-
Amounts owed to related parties
-
0
128,629
-
0
-
0
Accruals
522,064
1,501,160
3,590,427
5,201,772
Social security and other taxation
447,280
567,841
-
0
-
0
Other payables
309,489
352,735
-
0
-
0
3,885,429
9,348,256
3,590,427
5,201,772

The Directors consider that the carrying value of trade and other payables approximates to fair value.

Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 41
21
Lease liabilities
2025
2024
Maturity analysis
£
£
Within one year
277,388
482,781
In two to five years
629,713
1,123,459
Total undiscounted liabilities
907,101
1,606,240

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
277,388
381,846
Non-current liabilities
629,713
997,288
907,101
1,379,134
2025
2024
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
86,246
104,643
22
Deferred taxation

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

ACAs
Tax losses
Intangibles
Total
£
£
£
£
Liability at 1 January 2024
16,045
(245,711)
3,398,711
3,169,045
Deferred tax movements in prior year
Charge/(credit) to profit or loss
623
122,029
(421,806)
(299,154)
Liability at 1 January 2025
16,668
(123,682)
2,976,905
2,869,891
Deferred tax movements in current year
Charge/(credit) to profit or loss
(16,668)
123,682
(1,560,638)
(1,453,624)
Liability at 31 December 2025
-
-
1,416,267
1,416,267
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 42
23
Provisions for liabilities
2025
2024
£
£
Dilapidation provision
126,070
126,070
All provisions are expected to be settled after more than 12 months from the reporting date.
Movements on provisions:
£
At 1 January 2025 and 31 December 2025
126,070

In 2022 the group acquired through business combinations, a provision in relation to lease dilapidations.

 

The Group is required to restore some of its leased offices to their original condition at the end of the respective lease terms. A provision has been recognised for the present value of the estimated amount of these costs. These costs have been capitalised as part of the respective right-of-use asset and amortised over the remaining lease terms.

 

 

24
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
556,156
828,862

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

25
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of 1p each
375,000
375,000
3,750
3,750
B ordinary shares of 1p each
75,000
85,000
750
850
C ordinary shares of 1p each
24,500
32,000
245
320
474,500
492,000
4,745
4,920
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
25
Share capital
(Continued)
Page 43

A, B and C shares have full, equal rights regarding voting, payment of dividends and distributions.

 

During the year, the company repurchased and subsequently cancelled 10,000 Ordinary B shares at a nominal value of £0.01 and 7,500 Ordinary C shares at a nominal value of £0.01. Nil value was paid.

 

During the year, the company repurchased and held in treasury 2,000 Ordinary C shares at a nominal value of £0.01 for £1,980.

26
Share premium account
2025
2024
£
£
At the beginning of the year
487,080
485,595
Issue of new shares
-
1,485
At the end of the year
487,080
487,080
27
Capital redemption reserve
2025
2024
£
£
At the beginning of the year
-
0
-
0
Transfers
175
-
At the end of the year
175
-
0
28
Currency translation reserve
2025
2024
£
£
At the beginning of the year
72,943
75,916
Translation loss arising in the year
(125,322)
(2,973)
At the end of the year
(52,379)
72,943
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 44
29
Business disposals

On 19 August 2025 the group disposed of its 100% holding in Signal Agency Limited. Included in these financial statements are profits of £26,662 arising from the group's interests in Signal Agency Limited up to the date of its disposal.

Net assets of business disposed of
£
Cash and cash equivalents
883,595
Intangible assets
4,872,466
Property, plant and equipment
257,862
Trade and other receivables
3,343,501
Trade and other payables
(3,362,962)
Obligations under finance leases
(91,530)
Deferred tax
(1,251,525)
4,651,407
Gain on disposal
15,897,419
Total consideration
20,548,826
The consideration was satisfied by:
£
Cash
18,548,826
Deferred cash consideration
2,000,000
-
20,548,826
Net cash inflow arising on disposal
£
Cash consideration received
18,548,826
Cash and cash equivalents disposed of
(883,595)
17,665,231
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 45
30
Related party transactions

The Group has related party relationships with its subsidiaries.

 

Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.

 

During the reporting period, the Group engaged in transactions with Vespa Capital LLP, an entity related to the group by virtue of control. Management charges amounting to £129,078 (2024: £184,582) were incurred. At the reporting date, the Group owed Vespa Capital LLP £nil (2024: £128,629). These transactions were conducted on an arm's length basis and were necessary for the operational management of the Group.

 

There were no other transactions with related parties during the period. Furthermore, there were no outstanding balances with other related parties as of the reporting date.

31
Cash (absorbed by)/generated from operations
2025
2024
£
£
Profit/(loss) before income tax from:
Continuing operations
(6,774,159)
(5,372,342)
Discontinued operations
15,412,878
(213,214)
Profit/(loss) for the year before income tax
8,638,719
(5,585,556)
Adjustments for:
Finance costs
2,035,212
2,504,409
Investment income
(1,283)
(10,563)
Loss on disposal of property, plant and equipment
3,062
175
Amortisation and impairment of intangible assets
1,374,011
1,687,222
Depreciation and impairment of property, plant and equipment
491,470
688,941
Foreign exchange gains on cash equivalents
-
76
Gain on sale of investments
(15,897,419)
-
Movements in working capital:
Decrease in contract assets
1,426,632
414,555
Decrease in trade and other receivables
84,630
195,146
(Decrease)/increase in contract liabilities
(492,154)
754,340
(Decrease)/increase in trade and other payables
(1,531,206)
616,826
Cash (absorbed by)/generated from operations
(3,868,326)
1,265,571
Exaudio Capital Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2025
Page 46
32
Analysis of changes in net debt
1 January 2025
Cash flows
Exchange rate movements
31 December 2025
£
£
£
£
Cash at bank and in hand
3,578,461
(1,845,740)
5,177
1,737,898
Borrowings excluding overdrafts
(19,003,750)
11,366,576
-
(7,637,174)
Obligations under leases
(1,379,134)
472,033
-
(907,101)
(16,804,423)
9,992,869
5,177
(6,806,377)
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
Prior year:
£
£
£
£
Cash at bank and in hand
3,619,709
(38,275)
(2,973)
3,578,461
Bank overdrafts
(200,106)
200,106
-
-
Borrowings excluding overdrafts
(18,976,250)
(27,500)
-
(19,003,750)
Obligations under leases
(342,053)
299,476
-
(1,379,134)
(15,898,700)
433,807
(2,973)
(16,804,423)
Exaudio Capital Limited
Company Statement Of Financial Position
As at 31 December 2025
31 December 2025
Page 47
2025
2024
Notes
£
£
£
£
Non-current assets
Investments
36
11,505,341
17,382,338
Current assets
Trade and other receivables
37
1,734,531
145,873
Cash and cash equivalents
478,613
307
2,213,144
146,180
Current liabilities
38
(68,022)
(2,783,588)
Net current assets/(liabilities)
2,145,122
(2,637,408)
Total assets less current liabilities
13,650,463
14,744,930
Non-current liabilities
38
(11,227,601)
(24,205,522)
Net assets/(liabilities)
2,422,862
(9,460,592)
Equity
Called up share capital
41
4,745
4,920
Share premium account
487,080
487,080
Capital redemption reserve
175
-
0
Retained earnings
1,930,862
(9,952,592)
Total equity
2,422,862
(9,460,592)

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £11,885,434 (2024 - £2,581,292 loss).

The financial statements were approved by the board of directors and authorised for issue on 16 September 2026 and are signed on its behalf by:
16 September 2026
A  Drake
Director
Company registration number 13751119 (England and Wales)
Exaudio Capital Limited
Company Statement of Changes in Equity
For the year ended 31 December 2025
Page 48
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 January 2024
4,905
485,595
-
0
(7,371,300)
(6,880,800)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(2,581,292)
(2,581,292)
Transactions with owners in their capacity as owners:
Issue of share capital
41
15
1,485
-
-
1,500
Balance at 31 December 2024
4,920
487,080
-
0
(9,952,592)
(9,460,592)
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
-
11,885,434
11,885,434
Reduction in shares
41
(175)
-
0
175
(1,980)
(1,980)
Balance at 31 December 2025
4,745
487,080
175
1,930,862
2,422,862

The notes on pages 49 to 53 form part of these parent company financial statements.

Exaudio Capital Limited
Notes to the Company Financial Statements
For the year ended 31 December 2025
Page 49
33
Accounting policies
Company information

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

33.1
Accounting convention

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 following exemptions from the requirements of IFRS have been applied in preparation of these financial statements, in accordance with FRS 101:

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 company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.
Exaudio Capital Limited
Notes to the Company Financial Statements (Continued)
For the year ended 31 December 2025
33
Accounting policies
(Continued)
Page 50
33.2
Going concern
At the year end, the Group reported a profit after tax of £8,839,946 (2024: loss of £5,364,239). This is largely due to the gain on disposal of a subsidiary of £15,924,081.

The Group's liabilities exceeded assets for the period which resulted in a net liability position of £1,187,129 (2024: £9,899,774), however the Group reported a net current asset position of £2,250,492 (2024: £1,444,391).

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 and cost management initiatives, indicate that the company will have sufficient liquidity to meet its obligations as they fall due, even after allowing for reasonably possible downside scenarios. It is noted that forecasts did not include a potential £2m uplift from deferred consideration payments arising from the sale of the subsidiary. Management expects this amount to be received in full, with payment anticipated in August 2026. The directors actively monitor the group and 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.

Consequently, the directors are confident that the group and 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.
Exaudio Capital Limited
Notes to the Company Financial Statements (Continued)
For the year ended 31 December 2025
Page 51
34
Critical accounting estimates and judgements

The preparation of the financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and judgements that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

There are no significant judgements made in preparing the parent company financial statements.

By their nature, the use of estimates means actual results could differ from these estimates. Estimates are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Estimates are reviewed on an ongoing basis and any revisions to estimates are recognised prospectively.

The estimates that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are:

Critical judgements
Recovery of intercompany debtor balances

The Company has amounts due from group undertakings of £1,722,266 (2024: £13,041) 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 £1,722,266 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.

Key sources of estimation uncertainty
Impairment of investments

The recoverable amount of investments is based on future cash flows for the individual investments. In determining whether any impairment is required, management makes a number of estimates in respect of future cash flows and future earnings growth. Following their assessment and review, the directors have determined an impairment of £5,876,997 is necessary.

35
Employees

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

2025
2024
Number
Number
Administrative and management
3
3
Exaudio Capital Limited
Notes to the Company Financial Statements (Continued)
For the year ended 31 December 2025
Page 52
36
Investments
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
-
0
-
0
11,505,341
17,382,338
As permitted by section 479A of the Companies Act 2006, the subsidiary, DTA Group Limited, is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts. In order to meet this exemption, the Company will give guarantees under section 479C of the Companies Act 2006.
Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in note 15.

Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 & 31 December 2025
17,382,338
Impairment
At 1 January 2025
-
Impairment losses
(5,876,997)
At 31 December 2025
(5,876,997)
Carrying amount
At 31 December 2025
11,505,341
At 31 December 2024
17,382,338
37
Trade and other receivables
2025
2024
£
£
VAT recoverable
7,295
34,673
Amounts owed by fellow group undertakings
1,722,266
13,041
Prepayments
4,970
98,159
1,734,531
145,873
Exaudio Capital Limited
Notes to the Company Financial Statements (Continued)
For the year ended 31 December 2025
Page 53
38
Liabilities
Current
Non-current
2025
2024
2025
2024
Notes
£
£
£
£
Borrowings
39
-
0
-
0
7,637,174
19,003,750
Trade and other payables
40
68,022
2,783,588
3,590,427
5,201,772
68,022
2,783,588
11,227,601
24,205,522
39
Borrowings
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Bank loans
-
3,403,750
Redeemable preference shares
7,637,174
15,600,000
7,637,174
19,003,750

The company had a debt facility with Shawbrook Bank Limited. The Shawbrook facilities consisted of a £3.5m term loan. On 19th August 2025, the bank loan was repaid in full.

 

During the year, the company redeemed preference shares and paid out £7,962,826 on 21st August 2025. The preference shares accrue dividends at the rate of 10% per annum.

40
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
-
0
159,790
-
0
-
0
Amounts owed to fellow group undertakings
34,221
2,565,086
-
-
Amounts owed to related parties
-
0
27,948
-
0
-
0
Accruals
33,801
30,764
3,590,427
5,201,772
68,022
2,783,588
3,590,427
5,201,772
41
Share capital
Refer to note 25 of the group financial statements.
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