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

PA Media Group (the Group) is a diverse portfolio of specialist media companies spanning news & information, data, technology, marketing and communications. The flagship brand, PA Media, is the national news agency for the UK and Ireland.

The Group operates through 5 divisions:

This year has seen significant progress made to transform the Group for the next phase of its growth and the next phase of the media industry.

New executives and senior leaders joined the business across the year. Ranj Begley joined the Group as Chief Revenue Officer in February 2025. Bruce Marson joined on the 2nd June 2025 as the Chief Financial Officer with David Henderson completing the leadership team as Chief Technology Officer on the 12th July 2025. Jack Lefley joined as Editor-in-Chief in January 2025.

A full strategic review of the Group was conducted in the autumn of 2025, resulting in a new divisional structure, investment in product and technology and more unified commercial operations.

All of the Group’s business units saw year-on-year revenue growth, with the exceptions of Alamy, which had fewer AI training deals in 2025 versus 2024, and StreamAMG.

The business ended the year with a strong balance sheet, a clear strategy for growth and a new leadership team in place to deliver.

In December, reflecting the Group’s strong financial performance and cash generation, the directors recommended a dividend of 94.16 pence per share. This comprised an ordinary dividend of 48.02 pence per share and an extraordinary dividend of 46.14 pence per share.

Many of the markets served by the Group and many of its long-standing clients are being disrupted and challenged by new technologies and platforms. This creates both threats and opportunities for the business.

A three-year plan, covering the period 2026-2028 has been enacted by the leadership team following approval by the board. It builds a positive growth trajectory by responding to opportunities and managing risk.

The Group considers revenue and operating profit before exceptional items to be its key performance indicators (“KPIs”).

The Group’s revenue for the year of £115.9m was broadly in line with prior year. Sports data division Podium grew its revenue by £1.0m (+4%), through new business. PA Media grew its revenue by £0.2m (+1%), most notably in its newswire services and the PR & Marketing division grew its revenue £0.1m (+1%). However, Alamy’s revenue declined £0.6m (-2%), due predominantly to fewer one-off AI training deals, and Stream AMG’s revenue declined £1.1m (-10%) due to client losses.

The Group’s EBITA before exceptional items of £16.3m was £0.4m (+3%) above prior year.

The Group’s Profit before tax includes £6.6m of exceptional costs (2024: £1.6m), mainly due to a one-off onerous lease provision arising from vacating a floor in the Paddington office and restructuring exit costs.

The risks and uncertainties below represent those that the directors believe are material. Other factors not presently known to the directors or which are not presently deemed material could also affect the Group’s future business and operations.

The news media and publishing industry faces challenges from trends in user digital behaviour, competition from large global technology platforms and the macroeconomic environment, as well as declining print circulation volumes. These factors may impact the ability for PA Media to grow its revenues from its existing customer base.

Increasing regulation and taxation of online casinos and bookmakers may mean it is harder for Podium to grow revenue from this group of customers.

The Group is subject to a range of regulatory frameworks, including those related to data privacy, online safety and intellectual property rights. Changes in laws or regulations, or non-compliance with existing regulations, could result in penalties, reputational damage, or increased operational costs. The growth of AI technologies and changes to policy and legislation in this space also introduce uncertainties. Failure to adapt to emerging trends will reduce competitiveness. Regimes that weaken copyright protection will adversely affect the value of proprietary content and that of customers. The Group continues to leverage opportunities associated with the development of AI through enhancing efficiencies, developing new products and services, and licensing for AI use while also supporting the strengthening of copyright protections for content.

Cybersecurity breaches or data leaks could result in significant reputational damage, legal liabilities, and loss of business. The Group makes ongoing investments in robust security systems and staff training to safeguard operations from evolving cyber threats.

Technical failures also pose a significant risk to service delivery and overall customer satisfaction. To mitigate this, we conduct regular assessments of our technological infrastructure to identify and mitigate potential vulnerabilities. Our strategy includes continuous investment in software development and technical hardware upgrades to maintain robust technical platforms. This enables the Group to deliver superior products and services to the market, ensuring our technological resilience and operational continuity.

The Group relies on key partnerships with technology providers, and third-party content licensors. Disruptions to these partnerships, such as changes in terms of service, technological failures, or strategic shifts by (in particular) sports data licensors could impact our ability to deliver content to customers or affect the breadth of our provision.

The Group is reliant on highly skilled employees including journalists, commercial and technology experts, and others. The ability to attract and retain top talent is essential for sustaining the quality and innovation of our services.

Maintaining brand reputation particularly relating to the speed, accuracy and fairness of our news and sports services is essential and damage to that reputation is a risk that is carefully managed through training and rigorous workflow and approval processes.

The directors of PA Media Group Limited, in line with all UK companies, must act in accordance with a set of general duties as outlined in the Companies Act 2006. Central to these is the mandate under Section 172 that a director of a company must act in the way they consider, in good faith, would most likely promote the success of the company for the benefit of its stakeholders.

In doing this, the directors must have regard, amongst other matters, to:

The Group is committed to being a responsible business and ensuring that its business practices have positive impacts on the community and the environment.

The directors are openly engaged with the Group’s shareholders. It is important to the Group that shareholders understand the Group’s strategy and objectives, so these must be explained clearly, feedback encouraged, and any issues or questions properly considered.

The core values which underpin our working practices are integrity, ambition, innovation and collaboration. These values were relaunched across the Group in January 2025 and are now fully embedded across our employee life cycle from recruitment through to recognition and reward.

To enhance and drive our leadership capabilities we have also developed eight core leadership behaviours that we believe are needed to drive our growth and meet our strategic goals. These were developed in conjunction with our senior leaders and will be used in performance, promotion, development & reward decisions.

During 2025 we have continued to enhance engagement with our employee base. Alongside regular Employee Forum meetings and NUJ interactions, the Executive team conducted monthly briefings and Q&A sessions with the employee base as a whole. The annual engagement survey in 2025 showed that engagement has increased 4% to 76%, the highest recorded since we began surveying staff in 2021.

A new internal social communications platform and intranet was launched during the year, which gives all employees the chance to share and interact with company information.

Equity, diversity & inclusion continued to be a focus in 2025. Key measures of diversity among the employee population improved. The Gender Pay Gap Reporting was broadened beyond the statutory requirement to include the whole Group.

Our engagement with local communities and support for charitable causes reflects our commitment to social responsibility. PA Media was a key sponsor in an initiative with Journalism Diversity Fund to encourage young people from underrepresented groups into Sports Journalism. Podium, the Group’s sport betting business, also offered a 5-week placement in partnership with the Racing Media Academy

On behalf of the Board

The directors present their annual report, together with the audited financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of PA Media Group Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 31 December 2025.

Discussion of review of business, key performance indicators, business relationships, principal risks and uncertainties are presented in the strategic report as they are of strategic importance and form part of this report by cross reference.

PA Media Group is a diverse portfolio of specialist media companies spanning news & information, data, technology, marketing and communications. Further details of the activities of the business can be found on the Group’s website at: https://pamediagroup.com.

Net assets at 31 December 2025 were £49.3m (2024: £55.0m). Profit before tax was £3.8m (2024: £8.6m). Profit for the financial year was £2.0m (2024: £5.7m). Dividends of £7.5m were approved in the year (2024: £7.5m).

The Group enters 2026 well placed for an acceleration of revenue growth. The impact of the strategic changes made in 2025 will be built on with further organic investment in client–facing roles and new tech-enabled products.

The directors of PA Media Group Limited, who served throughout the year and subsequently (except as noted), were as follows:

After reviewing the Group's forecasts and projections for the period to April 2027, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

The directors take confidence from the Group’s strong cash position and after evaluating several severe but plausible forecast scenarios and a reverse stress test.

Our core operational message is that we are all stronger together, and we believe in the power of transparency and open communication.

To this end, employees are kept updated on the Group’s financial performance, strategic goals and activities through monthly presentations and Q&A sessions led by the executive team and the annual report is made available to all employees.

Employee engagement is measured through retention data, as well as an annual all-staff survey. The results of the survey are used to create action plans to continue to improve the employee experience. This is undertaken at group and divisional levels and is shared transparently with all employees.

To enhance two-way communication an internal social communications platform was launched in 2025 to give all employees the opportunity to receive, share and engage with company information.

We continue with our employee forum called Your Forum with a new set of elected employee reps from across the Group in place for the next 18 months. Reps meet with the executive team a minimum of twice a year, to raise concerns, questions and give feedback on business initiatives. We also have good relations and engagement with the NUJ chapel who represent our Editorial employees.

A comprehensive learning and development programme is available to all staff, with specific professional development programmes in place for key roles and high-performers.

Our goal is to ensure that every employee is treated fairly and with respect, without exception. The Group is therefore steadfast in its dedication to fostering an inclusive environment that actively combats discrimination, harassment, and victimisation. This commitment to fairness extends to all, irrespective of age, gender reassignment, marital or civil partner status, pregnancy or maternity leave status, disability, race, religion or belief, sex, or sexual orientation. The Worker Protection (Amendment of Equality Act 2010) Act 2023 came into effect on 26 October 2024, introducing a legal duty for employers to proactively take reasonable steps to prevent sexual harassment. As part of our commitment to zero tolerance we launched a statutory online training programme across the Group.

As part of our ongoing commitment to maintaining a workplace where everyone feels safe, respected, and valued a new external whistleblowing platform was introduced in 2025, providing another channel for employees to raise concerns confidentially and independently should they ever feel the need to do so.

We are grateful to all our employees for their continued hard work and commitment to the organisation during a period of change and strategic renewal.

It continues to be Group policy to provide equal opportunities for employment, training and career development for all employees. The policy for the employment of people with health conditions, both visible and non-visible, is that full and fair consideration should be given to their aptitudes and abilities.

For employees who become disabled during employment, adjustments are made where possible in order for them to continue in their current role. Where this is not possible the Group will try to find an alternative solution and employees are also assisted in applying for other suitable alternative roles within the Group.

The Group maintains directors’ and officers’ liability insurance which provides appropriate cover for legal action brought against its directors. The Group has also granted indemnities to each of its directors and the Company Secretary to the extent permitted by law.

Qualifying third-party indemnity provisions (as defined by Section 234 of the Companies Act 2006) were in force during the year ended 31 December 2025 and remain in force in relation to certain losses and liabilities which the directors (or Company Secretary) may incur to third parties in the course of acting as directors or Company Secretary or employees of the Group or any associated company.

During the year, the Group made charitable donations of £18,000 (2024: £18,000), principally to the John Schofield Trust and the Journalism Diversity Fund.

The Group’s financial risk management objectives and policies are actively managed by the directors on a Group basis.

The Group’s principal financial assets are cash, trade and other receivables and investments. The Group’s credit risk is primarily attributable to its trade receivables to the extent that a customer may be unable to pay the debt on the specified due date. The amounts presented in the statement of financial position are net of allowances for doubtful receivables.

An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of cashflows. This risk is further mitigated by the strong on-going customer relationships and for many customers there is a dependency on an ongoing service.

The Group mitigates liquidity risk by ensuring that sufficient funds are available for ongoing operations and future developments. The Group holds cash on deposit and has ensured that the funds are held in a spread of institutions.

The markets in which the Group operates are susceptible to both structural and cyclical risk. The Group mitigates market risk through continued diversification and investment in product and platform innovation to ensure customers receive high quality content, data and other services. Furthermore, the Group fosters both strong relationships with its customers and comprehensive sector knowledge. This enables the Group to anticipate changes in market conditions.

The Group is committed to managing and reducing the environmental impact of its operations and, where relevant, working with customers, suppliers and partners to support the reduction of carbon emissions across the value chain.

The disclosures below set out the Group’s mandatory greenhouse gas emissions reporting in accordance with the UK Energy and Carbon Reporting (SECR) Framework. The information covers emissions arising from the Group’s UK operations for the year ended 31 December 2025. In line with SECR requirements, the disclosures include only those emission sources that are required to be reported and therefore do not represent the Group’s full Scope 3 emissions or all value chain impacts.

A significant proportion of the Group’s UK greenhouse gas emissions continues to arise from fuel consumption associated with company vehicles and business travel. During 2025, we maintained our approach of using video conferencing wherever practical to reduce the need for travel between offices. Where travel is necessary, rail travel is promoted as a lower‑carbon alternative to road and air transport. The Group’s Cycle2Work Scheme remains in place to encourage lower‑emission and active commuting choices.

We continue to operate a small fleet of hybrid vehicles for reporters and photographers where suitable charging infrastructure is available, and an electric car allowance remains in place for employees with higher mileage requirements to encourage the transition to electric vehicles. These measures have contributed to a reduction in Scope 1 emissions compared to the prior year.

The Group continues to focus on optimising its office estate and improving energy efficiency. During the year, refurbishment and office refresh activity, including works at our Paddington office, prioritised the reuse and repurposing of existing fixtures, fittings and materials where possible, reducing the need for new materials and associated embodied carbon. Across our key locations, energy‑efficient LED lighting remains standard, alongside ongoing space reconfiguration to reduce overall energy demand.

A key driver of the reduction in Scope 2 emissions during 2025 was the use of fully carbon‑neutral electricity at our Howden site, the Group’s largest location. This transition represents the most significant influence on the year‑on‑year movement in emissions from purchased electricity. Building on this progress, the Group is now investigating opportunities to introduce onsite renewable energy generation at Howden as part of its longer‑term approach to energy resilience and decarbonisation.

Recycling and responsible waste management are promoted across all of the Group’s office locations. Clearly labelled recycling facilities are provided to support the segregation of key waste streams, and guidance is made available to employees to encourage correct disposal and minimise contamination. During 2025, changes to the waste management arrangements at the Howden site have improved the quality and visibility of data relating to waste volumes and treatment routes. This enhanced data provides greater insight into how waste is reused, recycled or otherwise processed and will support future reviews of waste reduction and recycling opportunities across the estate.

Our StreamAMG base at MediaCity, Salford, continues to operate within a net zero carbon building, verified using the UK Green Building Council’s 2019 framework definition. MediaCity was the first development in the UK to achieve the BREEAM Communities Standard and has undertaken a voluntary biodiversity net gain assessment, with plans to increase biodiversity over the long term.

Alamy’s UK office is located within Milton Park Science and Technology Park, where sustainability and biodiversity are central to estate management. Milton Park holds BSI ISO 14001 certification for its Environmental Management System and operates a zero‑to‑landfill waste policy, with significant volumes of mixed recycling processed annually. The estate promotes low‑carbon operations through electric maintenance vehicles, expanded EV charging infrastructure and planned additional solar installations. Biodiversity is supported through chemical‑free land management, extensive green spaces, and the composting of green waste for use in urban gardens and landscaped areas.

The methodology used to calculate the Group’s UK greenhouse gas emissions is based on the UK Government’s Environmental Reporting Guidelines: including mandatory greenhouse gas emissions reporting, as updated from time to time, and published by the then Department for Business, Energy and Industrial Strategy. 2025 emissions have been calculated using the UK Government greenhouse gas reporting conversion factors for company reporting 2025 (June 2025), issued by the Department for Energy Security and Net Zero.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"). 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 and profit and loss of the Company and Group, for that year. In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company and Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group 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 Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The directors confirm that:

The Group continues to invest in research and development. The R&D expenditure for the year has not yet been finalised as the related claims remain under review. The final amount will be determined upon completion of this process and disclosed in future reporting, as appropriate (2024: £0.7m).

Post balance sheet events are set out in note 32 to the financial statements.

The auditor Grant Thornton UK LLP have expressed their willingness to continue in office and a resolution concerning their appointment will be proposed at the Annual General Meeting.

On behalf of the directors

PA Media Group Limited's company number is 00004197.

The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own Statement of Comprehensive Income and related notes in these financial statements. The parent company's total comprehensive income for the year was £38.3m (2024: £30.8m).

These financial statements were approved by the Board and are signed on their behalf by:

The financial statements cover both PA Media Group Limited ("the Company") as an individual entity and the Group consisting of PA Media Group Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Pound sterling, which is PA Media Group Limited's functional and presentation currency.

PA Media Group Limited is a company limited by shares, incorporated and domiciled in the United Kingdom. Its registered office and principal place of business is:

A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 26 March 2026. The directors have the power to amend and reissue the financial statements.

After reviewing the Group's forecasts and projections for the period to April 2027, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

The directors take confidence from the Group’s strong cash position and after evaluating several severe but plausible forecast scenarios and a reverse stress test.

The financial statements have been prepared under the historical cost convention.

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's and company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

The consolidated financial statements incorporate the assets and liabilities of all material subsidiaries of PA Media Group Limited ('company' or 'parent entity') as at 31 December 2025 and the results of all material subsidiaries for the year then ended. PA Media Group Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.

The Scottish Press Association Limited and Social Media Training School Limited, dormant companies registered in Scotland, and PAPF Trustee Limited, dormant companies registered in England, are not consolidated as they are not considered material to the financial statements.

Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of comprehensive income, statement of financial position and company statements of changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance.

Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Interests in subsidiaries are accounted for at cost, less any impairment, in the parent entity. Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.

The individual accounts of the Company also adopted the following disclosure exemptions:

The financial statements are presented in Pound sterling, which is PA Media Group Limited's functional and presentation currency.

Foreign currency transactions are translated into Pound sterling using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

The assets and liabilities (monetary assets) of foreign operations are translated into Pound sterling using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Pound sterling using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

Revenue is measured at the fair value of the consideration received or receivable, net of estimated discounts, value-added or other sales taxes, and after eliminating intercompany sales within the Group. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable that future economic benefits will flow to the Group. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

PA Media

Income relates primarily to subscriptions to the Group’s News Wire, Sports Wire, Video, Features and Puzzles services. Video income includes a small number of revenue share arrangements.

Revenue is recognised over each subscription period or over the course of the total contract period. Any monies received in advance of the subscription or contract commencing are recognised in current liabilities as deferred income. Revenue from revenue share arrangements is accrued based on estimated usage over the contract period.

This division also includes Page Production services provided over a specified contract period (based on the provision of shifts per week), the PA Academy services, which are recognised when training is delivered, and PA Productions, where revenue is recognised on a % completion basis.

Income relates primarily to subscription revenue from the Group’s Racing Services, Sports Data, Arts and Entertainment and TV products. Revenue is recognised in line with the service delivery to the customer, which is usually evenly over the contract period with reference to contract terms. Revenue from the recharge of sports distribution rights is recognised to the extent that the Group obtains the right to consideration in exchange for its performance.

Mediapoint

Revenue is recognised in line with the service delivery to the customer, which is usually evenly over the contract period, with reference to contract terms.

Sticky and PA Media Assignments

Revenue generated from the provision of bespoke training, consultancy and marketing content is recognised in line with costs that have been incurred, generally based on hours incurred relative to the total hours expected to be incurred.

Hydrogen

Revenue is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Revenue generated from the sale of images is recognised in line with the terms of sale.

The amount of Revenue recognised depends on whether the Group acts as an agent or a principal. The Group acts as a principal when it has primary responsibility for delivering images to the end user and has significant risks and rewards associated with the transaction. When the Group acts as principal, the revenue is recorded as the gross amount billed. Costs associated with images sold are also recognised at the gross amount within other operating expenditure.

Arrangements include fees relating to the production, webcasting, support and hosting of video content. Where an arrangement includes the recharge of set up costs, revenue associated with this is recognised in line with completion of work.

Revenue relating to the provision of services including webcasting, production, platforms and support is recognised in line with the service delivery to the customer, which is usually spread evenly over the contract period with reference to contract terms.

The Group also holds a number of revenue share arrangements. Revenue from sales of third party vendor products or services is recorded net of costs when the Group is acting as an agent between the customer and the vendor, and is recorded gross when the Group is a principal to the transaction. Revenue is recognised over the subscription period, usually monthly or annually.

When a single sales transaction requires the delivery of more than one product or service (multiple components), the revenue recognition criteria are applied to separately identifiable components. A component is considered separately identifiable if the product or service delivered has a stand-alone value to that customer and the fair value associated with the product or service can be measured reliably. The amount recognised as revenue for each component is the fair value of the element in relation to the fair value of the arrangement as a whole. If the goods or services provided do not qualify for separate accounting, they are recognised together with the related ongoing service fees, in line with the service delivery to the customer.

Other revenue is recognised when it is received or when the right to receive payment is established.

Other income relates to rental receipts from short-term rental arrangements. Income is recognised net of any incentives given to the lessees and is recognised on a straight-line basis over the term of the arrangement.

Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is recognised when income or expenses from a subsidiary or associate have been recognised, and will be assessed for tax in a future period, except where:

A deferred tax liability or asset is recognised for the additional tax that will be paid or avoided in respect of assets and liabilities that are recognised in a business combination. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.

Deferred tax is calculated using the tax rates and laws that that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

With the exception of changes arising on the initial recognition of a business combination, the tax expense (income) is presented either in profit or loss, other comprehensive income or equity depending on the transaction that resulted in the tax expense (income).

Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. Deferred tax assets and deferred tax liabilities are offset only if there is a legally enforceable right to set off the amounts and the Group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Assets and liabilities are presented in the group and company statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Cash at bank and in hand includes cash on hand, cash pool assets, deposits held at call financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Investments comprise investments in unquoted equity instruments.

a) Subsidiaries

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group (its subsidiaries). Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in total comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate, using accounting policies consistent with those of the parent. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements.

b) Associates

Investments in associates are recognised initially in the consolidated statement of financial position at the transaction price and, if material, subsequently adjusted to reflect the Group's share of total comprehensive income and equity of the associate, less any impairment.

Investments in associates are accounted for at cost less impairment in the individual financial statements.

c) Joint ventures

Investments in joint ventures are accounted for at cost less impairment in the individual financial statements.

The Group’s share of the RADAR AI Limited loss in 2025 was £0.01m. This has not been recognised in the Group financial statements as it is not considered material to the financial statements and the investment carrying value is £Nil.

Tangible fixed assets are stated at cost of acquisition less accumulated depreciation and any impairment losses.

The cost of tangible fixed assets includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.

Depreciation of tangible fixed assets is provided, from the date assets are acquired, on a straight-line basis calculated to write off the cost of each asset over the term of its useful life, at the following rates. This is revisited on an annual basis to ensure that the useful economic life remains reasonable.

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of tangible assets (excluding land) over their expected useful lives as follows:

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.

An item of tangible assets is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.

A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits.

Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability.

Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term.

Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the term of the lease.

Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

Finite life intangible assets are amortised on a straight-line basis over its useful economic life which is judged to be:

Goodwill arises on the acquisition of a business. Goodwill arising on consolidation represents the excess of the fair value of consideration paid over the fair value of the identifiable net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and impairment loss. Goodwill is considered to have a finite useful life and is amortised through the profit and loss account over its useful economic life. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.

The directors have assessed the estimated useful economic life of goodwill to be between 3 and 20 years, based upon their assessment of durability of the underlying business. The directors review the level of goodwill for impairment at the end of the first full financial year following acquisition and in other periods if events or changes in circumstance indicate that the carrying value may not be recovered.

Research costs are expensed in the period in which they are incurred. Development costs are also written off, except where the Directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the Group is able to use or sell the asset; the Group has sufficient resources and intent to complete the development; and its costs can be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being their finite life which is usually between 3 and five years.

Intangible assets under construction comprise costs incurred on intangible assets that are not yet complete or available for use, including internally developed software, implementation projects and other development activities.

Such assets are recognised at cost where the recognition criteria in FRS 102 Section 18 are met. Cost includes directly attributable expenditure necessary to prepare the asset for its intended use, including internal labour, external consultancy and development costs, and other directly attributable overheads.

Intangible assets under construction are not amortised. Amortisation commences when the asset is complete and available for use, at which point the asset is transferred to the appropriate intangible asset category and amortised over its estimated useful economic life.

Expenditure that does not meet the capitalisation criteria is expensed as incurred. Where there is an indication that an asset will not be completed or that the capitalisation criteria are no longer met, the asset is reviewed for impairment.

The carrying value of intangible assets under construction is assessed for impairment at each reporting date in accordance with FRS 102 Section 27, with any impairment losses recognised in profit or loss.

Borrowing costs are not capitalised unless the entity has adopted the policy permitted under Section 25 of FRS 102, in which case directly attributable borrowing costs may be included in the cost of qualifying assets

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the 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 date, taking into account the risks and uncertainties surrounding the obligation.

If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

Contributions to defined contribution pension plans are expensed in the period in which they are incurred.

Ordinary shares are classified as equity.

Dividends are recognised as liabilities once they are no longer at the discretion of the Company.

Acquisitions of subsidiaries are accounted for using the purchase method. The cost of the business combination is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed in exchange for control of the acquiree plus costs directly attributable to the business combination.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets.

On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.

Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

Revenues, expenses and assets are recognised net of the amount of associated VAT, unless the VAT incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of VAT receivable or payable. The net amount of VAT recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of VAT recoverable from, or payable to, the tax authority.

Exceptional items are transactions that fall outside the regular, ordinary activities of the Group and are presented separately due to their size or incidence.

Amounts in this report have been rounded off to the nearest thousand pounds, or in certain cases, the nearest pound.

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

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument and are offset only when the Group currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Trade, Group and other debtors (including accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

Where the arrangement with a debtor constitutes a financing transaction, the debtor is initially measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument and subsequently measured at amortised cost.

A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.

Financial liabilities and equity

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

Trade, Group and other creditors (including accruals) payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being transaction price less any amounts settled.

Where the arrangement with a creditor constitutes a financing transaction, the creditor is initially measured at the present value of future payments discounted at a market rate of interest for a similar instrument and subsequently measured at amortised cost.

Financial instruments classified as equity instruments are recorded at the fair value of the cash or other resources received or receivable, net of direct costs of issuing the equity instruments.

A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

These financial statements were prepared in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The company has not taken advantage of any of the disclosure exemptions available to it.

The Group and Company accounting policies are the same.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

The following are key judgements made in the financial statements:

The Group regularly reviews goodwill, intangibles and fixed asset investments for new indicators of impairment, where none are found no impairment testing is undertaken. Where such indicators are found the Group undertakes an estimation of the value in use of the respective cash-generating units using cash flow projections based on financial forecasts for a period of three years and thereafter extrapolated using estimated growth rates.

The outcome of these tests is highly dependent on management’s latest estimates and assumptions regarding cash flow projections, economic risk and discount rate applied. If future events or results differ adversely from the estimates or assumptions used, the Group could record increased amortisation or impairment charges in the future.

The carrying amount of goodwill at 31 December 2025 was £13.7m (2024: £18.0m). The carrying amount of other intangibles at 31 December 2025 was £26.1m (2024: £23.7m). The carrying amount of investments was £0.3m (2024: £0.3m).

The Group utilises Electronic Money Institutions (EMIs) to facilitate payments with clients. The EMIs providing the service are regulated by the Financial Conduct Authority (FCA) and monies held by the EMIs is protected under the FCA’s safeguarding regulations. The assessment of whether the monies held by the EMIs should be classified as cash or a receivable is an area of judgement and dependent on the specific terms and conditions of the EMI agreement.

Management have assessed the characteristics of electronic money (“e-money”) and the terms and conditions for accessing the e-money held by the EMIs and concluded that e-money is a cash equivalent. As more information becomes available about e-money and EMIs, management may reassess their position. The risk to the financial statements of misclassifying the e-money held by the EMIs as a cash equivalent would be a decrease to the cash and an increase to debtor balances. There would be no impact to net current assets, net assets or the income statement.

Market analysis

Transformation costs in the current year relate to Group strategic review projects. Other legal and professional costs primarily comprise one-off charges relating to one-off legal, consultancy and financing work. Property related costs comprises a one-off onerous lease provision arising from vacating a floor in the Paddington office. Further details can be found at note 8.

Group emoluments of the Company’s directors:

Amounts in respect of the highest paid director:

Retirement benefits were accruing to three directors (2024: three) under defined contribution schemes. Three directors were members of long-term incentive plans (2024: four). See note 21 and note 22 for details of amounts paid and accruing to directors. The total remuneration paid to Key Management Personnel in the year was £2.1m (2024: £3.0m)

Transformation costs in the current year relate to Group strategic review projects. Other legal and professional costs primarily comprise one-off charges relating to one-off legal, consultancy and financing work. Property related costs comprises a one-off onerous lease provision arising from vacating a floor in the Paddington office.

During the financial year the following fees were paid or payable for services provided by Grant Thornton UK LLP, the auditor of the Group: