The director presents the strategic report for the year ended 31 December 2025.

As with previous years, the principal activity of the company in this financial year was to provide test and quality engineering consultancy to both public and private sector organisations.

These services include test engineering/automation, test management and non-functional testing as well as strategic test and project delivery consultancy.

During the year, which concluded the first anniversary of the Rockpool Investments transaction made in April 2024, the business focused on a full integration of nFocus following their acquisition in December 2024, further build out of our own bespoke AI solutions and the development of our sales engine to support the organic growth targets set at the beginning of the year. We also set up our offshore India entity, headquartered in Bangalore.

The acquisition of nFocus in December 2024 was intended to boost our footprint of clients and staff across the UK and provided us with an uplift in our revenue numbers. All key integration tasks were achieved within 6 months which met our internal target, and full integration of staff and clients under the 2i banner was achieved by the end of the reporting period.

Our AI and innovation investment continued from the previous year, and we released our first commercial offering that was underpinned by our work in this area. This offering was our first step in driving real efficiency savings for clients and we will be releasing further transformational products in the coming 12 months.

Our offshore capability, although headquartered in Bangalore, has been set up initially in Coimbatore. We intend to build this out further in 2026.

The company revenue for the year increased by 18% to £30m (2024 - £25.4m) demonstrating the successful integration and expansion of our client base following the nFocus integration. Operating Profit has decreased from £1.5m to £946k primarily due to the management charges associated with the Rockpool transactions and the significant investment made in marketing, software and consumables and staff to support the scaling business.

Economic stability and geo-political uncertainty

The UK economy continues to be a challenging market to operate within and brings obvious uncertainty relating to continued growth. This has been the situation for a number of years and there are no obvious improvements that we can point to that will alleviate this pressure in the near term. This, coupled with the recent escalation in middle east tensions, presents a significantly volatile worldwide situation within which we operate.

The directors continue to navigate these headwinds by monitoring economic impacts regularly and are confident that the business is flexible enough to identify and positively navigate the challenges that are presented.

Artificial Intelligence

The ongoing progress in artificial intelligence (Al) technologies presents both risks and opportunities.

We established our own innovation department within the company 2 years ago with the aim of being a business that can benefit from the value and efficiency savings that it can bring, both for our customers and our staff internally. We believe that this investment has significantly mitigated this risk and positions us well to benefit from the technology in the future through our own bespoke AI solutions and the upskilling of our staff.

Risk Management

The company seeks to manage these risks through a combination of client and internal governance, robust financial monitoring and strong, effective delivery management.

The directors review the principal risks periodically and consider whether any additional controls and disclosures are required

Turnover increased by 18% to £30m (2024 - £25.4m) and Gross Margin improved by 1.9% from 28.5% in 2024 to 30.4% in 2025. Our permanent to contractor ratio and careful account management has led to a significant improvement here.

Operating profit has dropped from £1.5m in 2024 to £946k in 2025 due to the investment in advertising, software and people that will help support and scale the business for the next 3-year strategy to 2028 and beyond.

Future Outlook

The directors expect that demand for assurance services will remain high, and that the rollout of AI solutions is likely to contribute to this.

We will continue to invest in our AI capabilities, look to grow our client base organically and continue to add other complementary businesses through our M&A workstream.

The overall outlook is positive but remains subject to positive market conditions and the easing of worldwide political tensions.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2025.

The principal activity of the company continued to be the provision of testing and risk assurance for software and systems development projects.

The results for the year are set out on page 10.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

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

The company does not use derivatives for either financial risk management or for speculative purposes. The company's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the company's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.

The research and development of the company concentrates on developing large language models, test data generators, synthetic citizens and AI agentic workflows.

Details of significant events that have occurred after the reporting date are included within note 27 to the financial statements.

The auditor, MRT Accountants Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and the principal risks and uncertainties faced by the company.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the director is required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of 2i Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's 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 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 director 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 director is 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of director's 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 director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has 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.

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with applicable laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including and known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are:

• FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice);

• The Companies Act 2006; and

• Tax legislation.

In addition, the company is subject to other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to its ability to operate or to avoid a material penalty. These include tax legislation known as the 'Off-Payroll working rules' (Chapter 10, Part 2 of Income Tax (Earnings and Pensions) Act 2003.).

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud.

Based on the results of our risk assessment we designed audit procedures to identify fraud or non-compliance with such laws and regulations identified above. The relevant audit procedures performed included but were not limited to:

• undertaking detailed review of the completeness and accuracy of disclosures;

• auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

• review of estimates and the appropriateness of their basis as well as consideration of any indicated irregularities or management bias;

• testing the recognition of a sample of revenue items with reference to the relevant supporting documentation; and

• reviewing the internal controls and processes established for compliance with the 'Off-Payroll working rules' in connection with the use of subcontractors

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

Use of our report

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

The profit and loss account has been prepared on the basis that all operations are continuing operations.

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

2i Limited is a private company limited by shares incorporated in Scotland. The registered office is Ardmore House, 3rd Floor, 40 George Street, Edinburgh, EH2 2LE.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of 2i Group Limited. These consolidated financial statements are available from its registered office, Ardmore House, 3rd Floor, 40 George Street, Edinburgh, EH2 2LE.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

2i Limited is a wholly owned subsidiary of 2i Bidco Limited and the results of 2i Limited are included in the consolidated financial statements of the ultimate parent undertaking, 2i Group Limited which are available from Ardmore House, 3rd Floor, 40 George Street, Edinburgh, EH2 2LE.

Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Turnover relates to the provision of software and risk assurance services. Turnover is recognised at the fair value of the consideration received or receivable and is shown net of VAT and other sales related taxes.

Revenue is recognised over the period the underlying services are provided.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the statement of comprehensive income.

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

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the statement of comprehensive income.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

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

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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

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

Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The director does not consider there to be any key sources of estimation uncertainty or critical judgements which have a material impact on the presentation of the company's assets or liabilities or results reported for the financial year.

Included within depreciation of tangible fixed assets are amounts totalling to £18,792 (2024: £1,566) relating to assets held under finance leases.

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

Their aggregate remuneration comprised:

Amounts reported for 2024 have been restated to include commission payments made to employees. This amendment has no impact on amounts reported within the Statement of comprehensive income for 2024 as this adjustment represents a reclassification of expenditure within administrative expenses.

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

The actual credit for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

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

Amounts owed by group undertakings are not subject to any fixed repayment terms and interest is charged on the outstanding balance at the rate of 11.66%.

Bank overdrafts and invoice finance facilities stated above are secured by a floating charge over the company's assets.

Amounts owed to group undertakings have no fixed repayment terms, being repayable on such date as is agreed between the parties. Interest is charged on the outstanding balances at a rate of 11.66%.

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

The deferred tax liability set out above is expected to reverse within 1 to 3 years and relates to accelerated capital allowances that are expected to mature within the same period.

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

At 31 December 2025, excess contributions totalling to £19,090 has been paid by, and were refundable to the company and are included within other debtors (2024 - £4,729 owed by the company).

During the prior year, the company had in place an equity-settled share option scheme for certain employees. Under these arrangements 454 options were exercisable at a price of £1 on a new class of shares to be created and 100 options were exercisable at £100 on existing share classes. During 2024, the company's share options were exercised following the occurrence of an "Exit event" under the share option terms.

The fair value of the share options at the grant date was calculated by the directors using the Black Scholes model. This was deemed appropriate as there are no market performance related vesting conditions.

During the prior year, following the occurrence of an "Exit event" under the share option terms and subsequent exercise of the options, the company recognised total share-based payment expenses of £28,072 in respect of the equity share based payment transactions undertaken.

C Ordinary shares entitle the holder to one vote per share.

F an G Ordinary shares do not confer any voting rights.

All shares shall be entitled to be paid such a proportion, as may be decided by the director, of (a) any distribution of profits of the company, and (b) any distribution arising from a winding up of the company. The shares are not redeemable.

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

The capital redemption reserve represents amounts arising from the purchase of own share capital.

The share-based payment reserve represents a reserve which has arisen on accounting for equity-settled share-based payment arrangements.

The company has entered into a Bond and Floating Charge in connection with a Master Funding Agreement under which finance has been provided to the company's intermediate parent company, 2i Midco Limited totalling to £5.9m.

As a part of this arrangement, the company has provided security including a floating charge that covers all of the property or undertaking of the company.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 20 April 2026, being after the balance sheet date of 31 December 2025 but prior to the approval of these financial statements, 2i Limited (“the Company”) completed the acquisition of 100% of the issued share capital of Planit Software Testing Limited (“the Subsidiary”) from Planit Test Management Solutions Pty Ltd. Planit Software Testing Limited also owns 100% share capital of Shift Left Group Ltd and Shift Left Specialists Ltd and these are also included as part of the transaction.

The Subsidiary is incorporated in England and Wales and its principal activity is to provide test and quality engineering consultancy services primarily in the retail sector.

As the acquisition completed after the balance sheet date, it does not meet the definition of an adjusting event under FRS 102 Section 32 and accordingly has not been reflected in the financial statements for the year ended 31 December 2025. The acquisition will be consolidated into the Group financial statements for the first time in the financial year ending 31 December 2026.

FRS 102 paragraph 32.10 requires disclosure of an estimate of the financial effect of a non-adjusting post balance sheet event where possible.

Based on the Subsidiary’s most recent draft financial statements for the year ended 31 March 2026 the consolidated Subsidiary results were as follows:

•    Total assets of £3,058,977

•    Total liabilities of £1,129,490

•    Net assets of £1,929,487

•    Revenue of £12,567,026 and loss before tax of £7,158,738

The Director believes that the cost synergies that will be achieved will transform the loss-making position of the business. The Director confirms that the consideration paid net of assets acquired will not have a negative financial effect on 2i Limited. The value of the consideration will not be disclosed due to restrictive confidentiality clauses in the SPA we entered.

The acquisition of the Subsidiary supports the Company’s strategic objective of expanding its geographic footprint including offshore resourcing and broadening its sector presence. The Director believes the acquisition will deliver synergies including cost savings, revenue enhancement and access to new markets.

The director regards key management as being those individuals who held office as directors during the reporting period. Details of directors' remuneration charged in the reporting period is outlined at note 6.

The company has taken advantage of the disclosure exemptions available under Section 33 of FRS 102 whereby it has not disclosed transactions entered into with any wholly-owned entity of the group.

Dividends totalling £0 (2024 - £23,250) were paid in the year in respect of shares held by the company's directors.

The immediate parent undertaking of the company is 2i Bidco Limited, a company whose registered address is Ardmore House 3rd Floor, 40 George Street, Edinburgh, EH2 2LE.

The ultimate parent undertaking of the company is 2i Group Limited, a company whose registered address is also Ardmore House 3rd Floor, 40 George Street, Edinburgh, EH2 2LE.

2i Group Limited is the smallest and largest entity preparing group financial statements which include 2i Limited with the first reporting period of 2i Group Limited being the period ended 31 December 2024.

There is no ultimate controlling party.

During the year, management identified a prior period error relating to the omission of interest charged on intercompany loans between group undertakings.

The error arose as a result of an oversight in the application of the Group’s accounting policy for intercompany financing arrangements.

Formal loan agreements were in place between the borrowing entity, 2i Limited, and the lending entities, 2i Bidco Limited and 2i Group Limited, under which interest is chargeable on outstanding balances at an annual rate of 11.66%, but no interest was recognised in the prior period financial statements.

In correcting for this error, for the period ended 31 December 2024, an interest expense of £51,771 has now been recognised. In addition, as a result of these amendments, an adjustment has been made to previously recognised deferred tax balances, with the previously recognised deferred tax liability reducing by an amount of £12,943.

The cumulative effect of correcting the error has reduced the reported profit for the year ended 31 December 2024 by an amount of £38,828, with a commensurate reduction to retained earnings at the end of the comparative period presented.