The directors present the strategic report for the year ended 31 December 2025.
The Group continued to invest in developing new products and technologies, together with expanding its sales and marketing initiatives and the ongoing maintenance and enhancement of its data from the Group's UK call centre.
118 Data Resource Limited
The above business is known in the market as "118 Information" and continues to be the pre-eminent licensor of high quality and GDPR compliant business information in the UK. Amongst its customers are a number of the world's most recognisable brands.
Powered by our own in-house developed systems which incorporates strong verification and quality control processes we deliver a high-quality data universe to a wide cross section of industries. Revenues decreased by 18% year on year as a result of reduced customer demand caused by changes in their markets. The Group remains focused on ensuring the quality of its database of business information will result in meeting the changing demands of its customer base.
Market Location Limited
Market Location Limited is the UK’s leading B2B data service and email marketing provider. This business continues to target and attract an increasing number of quality organisations to its customer base.
Revenues are not only derived from attracting new customers but also from existing customers who, over time, purchase a wider array of services and bespoke datasets. Strong account management has ensured that every year the Company attain an excellent renewal rate across all the related service areas within its portfolio. The Company experienced revenue growth of 3% year on year
The Group remains confident of sustainable long term growth in this business and has invested in not only new sales resource but expansion of its data sets and marketing initiatives to realise these opportunities across a broad spectrum of business sectors.
Financial performance
Turnover for the year was £9.6m (2024: £10.3m) generating an EBITDA of £3.4m (2024: £4.1m) before exceptional charges and other income. Operating losses for the year were £224k (2024: £11.0m) after making a goodwill impairment charge of £14.6m (2024: £15.0m). The loss for the year, after taxation, amounted to £23.7m (2024: £22.5m) and is after charging £11.9m (2024: £10.9m) of interest on the debt structure, of which £0.37m (2024: £0.8m) was cash paid interest, the balance being the unpaid capitalised interest on the loan structure, not due until redemption.
In the year the Group generated £3.3m (2024: £3.9m) of cash from operating activities. An overall outflow in cash was incurred during the year £5.2m (2024: £0.37m) after payment of borrowings, interest and tax.
Competitive and business risks
These comprise:
• adverse changes in the general economic environment and, more specifically, in the UK;
• changes to the Group's customers' markets or demand for data as a result of technological changes;
• the ability of the Group to recruit and retain high quality personnel;
• the Company’s current and potential competitors operate in similar business areas;
• changes in the nature or scope of data protection regulation imposed by UK and European law;
• changes in the competitive environment in the market for UK business data and data services; and
• inflationary impacts on the operating cost base of the Group.
In order to mitigate the above risks, the Group maintains a close and regular scrutiny of the markets in which it operates, and senior management meet regularly to review such issues and determine appropriate responses.
Senior management also co-operate with and participate in a variety of industry groups and trade associations in order to input into the decision-making process and learn more about current market developments. The Group engages employment agencies to recruit qualified personnel.
Cyber risk
The Company is at risk of cyber-attacks causing IT systems failure which would potentially significantly disrupt its operations and potentially result in the loss, theft or corruption of data. The Company has a high level of cyber security protection and comprehensive IT security protocols and policies in place.
Trading risk
The Group’s loans are subject to covenants some of which are linked to the Group’s EBITDA, a key driver of which is revenue. The Group seeks to mitigate the risk of further revenue slippage as a result of further economic downturn and other factors outside the Groups’ control by pursuing a low investment growth strategy and developing cost reduction contingency plans in the event of a sustained downturn in activity.
Financial risks
Credit risks exist when customers have a financial obligation to the Group, normally arising from the provision of data and services on credit terms. The Group mitigates this risk through active credit control policies and procedures that limit credit risk exposure and seek to mitigate the impact of adverse credit events if and when they arise.
Liquidity and cash flow risk is the risk that an entity will encounter difficulty in meeting obligations associated with
financial liabilities. The Group manages this risk through its financial and liquidity management processes, including the regular review of projected cash flow requirements.
Management use a range of performance measures to monitor and manage the business including monitoring
turnover, earnings before interest tax depreciation and amortisation (EBITDA), and net cash.
| 2025 | 2024 |
| £m | £m |
Turnover | 9.6 | 10.3 |
EBITDA | 3.4 | 4.1 |
Net cash | 1.4 | 1.9 |
Outlook
The market remains challenging in a low growth economy. However, future projections are in line with the Board’s expectations. The Group remains focussed on its strategy to deliver sustainable growth in the longer term by leveraging its increased investment in technology, sales resource and product development.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Employees
The Group’s policies are designed to provide for the welfare and health and safety of its employees.
The Group is committed to ensuring there are equal opportunities for all employees regardless of gender, race, age, disability, religion or sexual orientation where it is reasonable and practicable within existing legislation.
The Group offers training to employees enabling them to enhance their skill base and assist in the future development of the business.
During the year, the Company provided employees systematically with information on matters of concern to them as employees. Employees are consulted on a regular basis so that their views can be taken into account in making decisions which are likely to affect their interests.
Going concern
These Financial Statements have been prepared on a going concern basis, which assumes the Group will continue to be able to meet its liabilities as they fall due for at least 12 months following the date of approval of these Financial Statements. In considering the Group's ability to continue as a going concern the Directors have taken into account the maturity and terms of its loan facilities and have produced trading and cash flow forecasts together with assessments of compliance with debt terms. The Directors consider the relationship with its investors to be strong which is supported by the track record of flexibility around the terms of the facilities. The Group complied with all terms and financial covenants during the year ended 31 December 2025. Covenants were reset in August 2026 following repayment of the senior loan facility and based on updated financial projections for the business.
At 31 December 2025 the Group’s borrowings were repayable during 2026 but the repayment date was subsequently extended to 2028.
The Directors are of the view that the Group has sufficient liquidity, financial performance and support of its investors and have consequently prepared the Financial Statements on a going concern basis.
Directors' indemnities
The Company has granted an indemnity to its Directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third-party indemnity provisions were in place during the financial year and at the date of this report.
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, International Accounting Standard 1 requires that directors:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
make an assessment of the group's and parent company's ability to continue as a going concern.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of 118 Group Holdings Ltd (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the consolidated and company notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the company and group operates;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company and company, including, but not limited to, the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting relevant correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s and group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
Understanding the business model as part of the control and business environment;
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates as set out in note 3 to the financial statements were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence and enquiring with the company of actual and potential non-compliance with laws and regulations.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
118 Group Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 62 Anchorage Road, Sutton Coldfield, West Midlands, B74 2PG. The company's principal activities and nature of its operations are disclosed in the directors' report.
The group consists of 118 Group Holdings Ltd and all of its subsidiaries.
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.
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.
The consolidated group financial statements consist of the financial statements of the parent company 118 Group Holdings Ltd together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The group has elected not to apply IFRS 3 to past business combinations that occurred before 1 January 2020.
IFRS 3 Business Combinations has not been applied to either acquisitions of subsidiaries that are considered businesses under IFRS that occurred before 1 January 2020. Use of this exemption means that the FRS 102 carrying amounts of assets and liabilities, that are required to be recognised under IFRS, are their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance with IFRS. Assets and liabilities that do not qualify for recognition under IFRS are excluded from the opening IFRS statement of financial position. The Group did not recognise any assets or liabilities that were not recognised under FRS 102 or exclude any previously recognised amounts as a result of IFRS recognition requirements.
IFRS 1 also requires that the FRS 102 carrying amount of goodwill must be used in the opening IFRS statement of financial position (apart from adjustments for goodwill impairment and recognition or derecognition of intangible assets). In accordance with IFRS 1, the Group has tested goodwill for impairment at the date of transition to IFRS. There was no impairment recognised on goodwill at 1 January 2020.
(5) Recognising revenue when the performance obligation is satisfied:
By nature of the service provided, the provision of services is deemed to be simultaneously received and consumed by customer and on this basis fees are accrued through the contract period on the basis of the fee rate agreement in the licensing agreement. At regular periods throughout the year, either annually, quarterly or monthly depending on the agreement, the accrued fees will be adjusted to the actual fee earned during the period at the time the invoice is issued.
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.
The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
Interests in subsidiaries 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. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The group recognises financial debt 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, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
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.
Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.
In the current year, the following new and revised standards and interpretations have been adopted by the group and have an effect on the current period or a prior period or may have an effect on future periods:
At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
Standards and amendments marked with an asterisk (*) are not applicable to the company and therefore have no impact on the reported position.
Standards and amendments marked with '+' indicate that there are multiple amendments relating to the same standard with different effective dates, some of which are not yet endorsed for use in the UK. In each instance, all amendments have been reviewed and none are applicable to the company and therefore have no impact on the reported position. The effective date shown is that of the first amendment to come into effect after the accounting year.
Standards and amendments marked with '/' indicate that these have not yet been endorsed for use in the UK.
For all of the other standards and amendments listed above, the directors do not expect any material impact.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
The value in use calculation used to test for impairment of goodwill involves an estimation of the present value of future cash flows. The future cash flows are based on annual budgets and forecasts, as approved by the Board, which include management’s expectation of growth. The present value is then calculated based on management’s estimate of future discount and long-term growth rates. The Board reviews these key assumptions (market-share, long-term growth rates, and discount rates) and the sensitivity analysis around these assumptions.
The recoverability of intangible assets: at each balance sheet date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Estimated future cash flows deriving from these assets must be determined and an appropriate discount rate applied to calculate present value.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the company used a rate used by senior lending on a capital amount equivalent to the total future lease payments.
Management performs impairment reviews of the balances by reference to the performance of the group as a whole. These forecasts include assumptions around future sales (including existing and expected new customers) which are not realised at the date of approval of the accounts.
The Group considers it has only one class of business that being the licensing of data and ancillary services.
The average monthly number of persons (including directors) employed by the group during the year was:
Their aggregate remuneration comprised:
The average monthly number of persons (including directors) employed by the company during the year was:
Income above relates to assets held at amortised cost, unless stated otherwise.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The charge for the year can be reconciled to the loss per the income statement as follows:
Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
Details of the company's principal operating subsidiaries are included in Note 13.
Other intangible assets
As per IAS 36 intangible assets with an indefinite useful life must be tested annually for impairment irrespective of whether there is an indication of impairment. An impairment test is required additionally if there are indicators of impairment. Brand intangible asset has an indefinite useful life and has been tested for impairment.
Goodwill
On 24th March 2017 the Group purchased 100% of 118 Group Limited for purchase consideration of £62,456,769, giving rise to goodwill of £59,858,125, being the excess of consideration paid over the fair value of net assets acquired.
On 6 October 2017 the Group purchased Cardwell Marketing Limited for a consideration net of reduction in deferred contingent consideration of £485,247 giving rise to goodwill of £329,269, being the excess of consideration paid over the fair value of net assets acquired.
On 30 November 2017 the Group purchased IDS Data Services Limited for a consideration of £2,639,818, net of reduction in deferred contingent consideration, giving rise to goodwill of £2,869,275, being the excess of consideration paid over the fair value of net assets acquired.
The resulting total goodwill was the subject to amortisation and impairment charges totalling £17,149,737 to give a net book balance of £45,906,932 as at 1st January 2020, the date on which the Company transitioned to preparing its accounts under International Financial Reporting Standards (‘IFRS’). IFRS1 requires that the FRS 102 carrying amount of £45,906,932 must be used as the opening IFRS statement of financial position.
Impairment testing for goodwill
Goodwill values have been tested for impairment by comparing them against the “value in use” in perpetuity of the relevant CGU group. The value in use calculations were based on projected cash flows, derived from the latest forecasts prepared by management and budgets approved by the Board, discounted at, risk adjusted, discount rates to calculate their net present value.
Key assumptions used in “value in use” calculations
The calculation of “value in use” is most sensitive to the CGU specific operating and growth assumptions, that are reflected in management forecasts for the five years to December 2030. Operating assumptions are applicable to the forecasted cash flows and relate to revenue forecasts and forecast operating margins of the CGU and are based on the strategic plans for the Group. These assumptions include consistent sales for the 5 year period, with no forecasted revenue growth.
The revenue growth rates used in the cash flow forecast are based on management’s expectations of the future opportunities for the Group’s products and services and the ability to upsell to existing customers. The forecasts include the costs associated with expansion of the sales resources, which are directly linked to the forecast sales growth.
Discount rates are based on estimations of the cost of capital being provided by its investors which approximates to 9.6% per annum.
Based on the forecasts, the carrying value was determined to be higher than its recoverable amount and an impairment loss of £14,646,000 (2024: £15,000,000) was recognised and included in other expenses.
There are no intangible assets individually held by the parent company.
Property, plant and equipment includes right-of-use assets, as follows:
The Group leases 62 Anchorage Road Anchorage Road, Sutton Coldfield, England, B74 2PG (Sutton Coldfield Office)which is occupied by the group. This was originally leased under a 9 year lease signed on 24 January 2020. On 1st January 2026, the Group entered into an extended 10 year lease on the same property, terminating on 31 December 2034.
The Group has recognised a lease liability in respect of the Sutton Coldfield lease for lease payments due.
Right of use assets are measured at cost comprising of the amount of the initial measurement of lease liability and any lease payments made at or before the commencement date less any lease incentives received.
The right of use asset is subject to depreciation through the profit and loss, with the estimated useful economic life calculated as the term of the lease.
There is no Property, plant and equipment individually held by the parent company.
An impairment loss of £102,654 (2024: £73,440) was recognised against trade debtors at the period end.
Amounts owed by subsidiary undertakings are interest free, unsecured and repayable on demand.
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
Amounts owed to subsidiary undertakings are interest free, unsecured and repayable on demand.
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:
Under IFRS 16 lease liabilities, leases are measures at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 January 2025. A single incremental borrowing rate is used across the Group. The borrowing rate applied to the lease liabilities recognised on 1 January 2025 was 6.25%.
There are no lease liabilities in the parent company.
There is no deferred revenue in the parent company.
The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.
Responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company's funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
On 24 March 2017 senior loan notes of £19,000,000 were issued by 118 Group Investments Limited.
Interest is charged at a coupon rate of SONIA plus 4.75% per annum, paid quarterly. The loan notes are
secured against all present and future assets of the group. Under the initial terms, the facility was being repaid in quarterly instalments of £475,000 commencing 31 May 2018 with a final redemption payment of £9,975,000 due on 28 February 2023.
The senior loan note agreement contains an accordion facility of £2,000,000 of committed funds and
£6,000,000 of uncommitted funds. £500,000 of committed funds have been drawn down under the accordion
facility and are being repaid in quarterly instalments of £12,500 with interest terms the same as the senior
loan notes. The accordian facility was subsequently cancelled and the outstanding balance consolidated
within the senior loan note liability resulting in the quarterly instalment increasing to £487,500.
On 24 March 2017 senior subordinated loan notes of £12,500,000 were issued by 118 Group Investments
Limited. Interest is charged at a coupon rate of 14% per annum with 12% per annum paid in cash and 2%
per annum capitalised. The senior subordinated loan notes are secured against all present and future assets
of the group and are due to be repaid in full on 24 March 2024.
On 24 March 2017 Investor Junior and Management Junior loan notes were issued by 118 Group
Investments Limited with a total value of £12,267,000. Interest is charged on these loan notes at 8% per
annum, with 4% paid in cash and 4% capitalised. The loan notes are secured against all present and future
assets of the group and are due to be repaid in full on 24 September 2025.
In December 2020, the terms of the above facilities were amended, revising financial covenants, and reducing
the amounts of interest paid under the Senior subordinated, Investor Junior and Management loan notes by
50% should certain financial liquidity measures not be met.
In September 2022, the terms of the above facilities were revised including amending the redemption date of
the senior loan notes to March 2024 and amending the redemption date of the senior subordinated loan notes
to March 2025. Also, interest paid under the Senior subordinated and investor junior loan notes was reduced
to £nil until the Senior loan notes have been fully repaid.
In July 2023 the terms were again revised amending the redemption dates of the senior loan notes to March
2026 and the subordinated loan and other loan notes to September 2026. The senior loan note quarterly instalment was increased to £700,000 with effect from August 2023 together with a bi-annual additional repayment of 50% of any excess cash generated in the preceding six months subject to maintaining a minimum liquidity of £2,000,000. The coupon rate on the senior loan notes has also been revised to SONIA plus 7% per annum.
The senior loan was repaid in full in March 2026. In September 2026 the terms were revised amending the redemption dates of the subordinated loan and other loan notes to September 2028.
Series A2 and B2 unsecured loan notes were issued by 118 Group Investments Limited on 24 March 2017 at
initial value of £nil and £1,127,307 respectively. These loan notes in aggregate have a maximum principal
value of £1,127,307, however, value moves between the instruments depending on certain EBITDA targets
being achieved by the group headed by 118 Group Limited. Interest is charged at 8% per annum, payable at
redemption.
Series A unsecured loan notes of £19,148,093 were issued by the company. Interest is charged at 8% per
annum payable at redemption.
Series B unsecured loan notes were issued by the company for nil consideration. These loan notes have a principal repayment value of £7,907,298. Interest is accrued at 8% per annum payable at redemption.
The unsecured loan notes fall due for repayment on the earlier of the sale of the group or repayments of all amounts due under the senior, subordinated, investment junior and management loan notes.
The carrying value of loan notes is reduced by acquisition costs capitalised of £3,285,163 which are being released during the loan note term in accordance with the effective interest rate method.
The Group remained in compliance with all of its financial covenants during the year ended 31 December 2025. The principal covenants, comprising cash flow cover, rolling EBITDA and minimum liquidity levels, are tested quarterly. These covenants were reset in August 2026 based on updated plans for the business. On the basis of the new covenants and business forecasts, management believes the risk of the new covenants being breached within the next 12 months to be low.
The Group is exposed primarily to the financial risks of changes in interest rates. The Group has no active strategies to manage its exposure to interest rate changes. The exposure to foreign exchange risk is insignificant.
There has been no change to the Group's exposure to market risks of the manner in which these risks are managed and measured.
The carrying amounts of financial liabilities which expose the group to cash flow interest rate risk are as follows:
Whilst the group takes steps to minimise its exposure to cash flow interest rate risk, changes in interest rates will have an impact on profit.
The effect of an 1% increase in the interest rate on the loan principal at the reporting date on the variable rate debt carried at that date would, all other variables being held constant, have resulted in a decrease of the group's post-tax profit for the year of £9,635.
An 1% decrease in the interest rate on the loan principal would, on the same basis, have increased post-tax profit by £9,635.
The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.
There is no deferred tax provisions in the parent company.
All shares rank pari passu for dividends and capital repayments.
A1 shares hold 22.5% of the voting rights of the company.
A3 shares hold 5% of the voting rights of the company.
C1 shares hold 23% of the voting rights of the company.
B1 and B2 shares rank pari passu in the remaining voting rights of the company.
The Company has granted to the holders of the B1 and B2 ordinary shares an option under which they have the right to require the Company to purchase all of their shares at any time from 24 March 2024 or the repayment of the subordinated Secured Loan Notes issued by 118 Group Investments Limited or a change of control of the Company at a price based on the fair market value of the Group.
There have been no change to shares in issue during the year.
Share premium represents the additional value paid by shareholders above nominal value for shares in the company.
Capital redemption reserve represents the nominal value of shares repurchased by the company.
Other reserves comprise a merger reserve that represents share premium on shares issued to previous shareholders as part of the acquisition of 118 Group Limited. This was treated as a share for share exchange for merger relief purposes.
Profit and loss account
The profit and loss account records the historic profits and loss for group and company.
Post year end, the Group has entered into agreements regarding loans provided by affiliates of PGIM Private Capital under which the repayment date has been extended from September 2026 to September 2028.
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
In 2017 the group issued loan notes with a principal value of £54,077,005 to shareholders of the company. Interest of £9,010,391 (2024: £8,208,396) was charged of which £62,220 (2024: £59,334) was paid to shareholders during the period in respect of these loan notes.
In 2017 the group issued loan notes with a principal value of £19,000,000 to Prudential Insurance Company of America Inc, a company with common participators. Interest of £295,855 (2024: £636,956) was charged of which £310,362 (2024: £679,014) was paid to this company during the period in respect of these loan notes.
During the year, the group incurred £62,501 (2024: £100,000) in respect of fees charged by Pricoa Capital Group Limited, a shareholder of the group.