The directors present the strategic report for the year ended 31 December 2025. The report provides a balanced view of the progress the company has made against its strategic objectives, its performance through the year and a view of the principal risks and uncertainties facing the business.
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 group revenue for the year increased by 86% to £32.8m (2024 - £17.6m) demonstrating the successful integration and expansion of our client base following the nFocus integration. Operating Profit at Group level shows an accounting loss of £1.5m however, if we add back the Goodwill amortisation charges in the year of £3m the group level operating profit is £1.5m. This is made up of operating profits from the successful trading entities at £940k (2i Limited) and £560k (nFocus Limited).
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 86% to £32.8m (2024 - £17.6m) and Gross Margin improved by 2% from 28.5% in 2024 to 30.4% in 2025. The successful integration and a full year of reporting is reflected in our turnover figures. Our permanent to contractor ratio and careful account management has led to a significant improvement in GP. Operating profit at a trading level remains positive at £1.5m across both trading entities.
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 complimentary 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 directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group does not use derivatives for either financial risk management or for speculative purposes. The group's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.
The research and development activities of the group concentrate on developing large language models, test data generators, synthetic citizens and AI gentic workflows.
Details of significant events that have occurred after the reporting date are included within note 26 to the financial statements.
A resolution proposing that MRT Accountants Limited be reappointed as auditor of the group will be put at a General Meeting.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of 2i Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.
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 group operates in and how the group 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 group 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, revenue recognition, goodwill and intangibles recognition and amortisation as the areas 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 and challenge of the assumptions made by management in its significant accounting 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 parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £1,290,528.
2i Group Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Ardmore House, 3rd Floor, 40 George Street, Edinburgh, EH2 2LE.
The group consists of 2i Group Limited and all of its subsidiaries.
The comparative figures relate to the period from 19 February 2024 to 31 December 2024, being the first accounting period of the company following incorporation. The current financial statements cover the year from 1 January 2025 to 31 December 2025. Accordingly, the comparative amounts are not entirely comparable with those of the current year.
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.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company 2i Group Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The directors have applied the exemption available under Section 9.23 of FRS 102 and have not consolidated Twoi Digital Quality Assurance India Private Limited , as its results and net assets are not material to the Group.
Accordingly, the exclusion of this subsidiary is not considered to affect the true and fair view of the consolidated financial statements.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover 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.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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 group 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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The charge in respect of periodic amortisation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives of the group’s assets are determined by management at the time the asset is acquired and reviewed at least annually for appropriateness. The lives are based on experience with similar assets as well as anticipation of future events that may impact their life.
In considering the impairment of investment in subsidiary's, management has made an assessment of estimated future cash flows that are expected to be generated from the assets. These estimates require management to make judgements, which take into account historical experience of similar contracts and also management's expectation of future events that will have an effect on expected revenues, such as socio-economic conditions in particular territories and changes in technology, legislation and governance practices relevant to the industries the business operates in.
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 group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024: 4).
The actual charge for the year can be reconciled to the expected credit 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:
The company holds shares in subsidiaries of £0.01.
Investments in subsidiary undertakings include an investment in Two I Digital Quality Assurance India Private Limited, which has not been consolidated in the Group financial statements on the grounds of immateriality in accordance with Section 9.23 of FRS 102.
The carrying value of this investment at the balance sheet date was £13,128.
The results and net assets of this entity are considered immaterial to the Group, and its exclusion from consolidation does not affect the true and fair view of the financial statements.
Details of the company's subsidiaries at 31 December 2025 are as follows:
2i MidCo Limited, 2i BidCo Limited, 2i Limited and nFocus Limited are all incorporated in the United Kingdom and their respective results are included in the consolidation.
Two I Digital Assurance India Private Limited is incorporated in India. As noted above, the results for this company are excluded from these consolidated financial statements on the grounds that its results are immaterial in the context of the figures for the group as a whole.
The following subsidiary companies have taken the exemption in Section 479A of the Companies Act 2006 ("the Act") from the requirements in the Act for their individual accounts to be audited.
2i Midco Limited (registered number SC799603)
2i Bidco Limited (registered number SC799615)
Amounts owed to the company 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 by the company 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 long-term loans are secured by fixed and floating charges over all the property and undertakings of the group.
All outstanding loans are repayable not by way of instalments by April 2029, at interest rates of between 10% and 12%. All amounts are therefore due for repayment more than one year from the Balance Sheet date.
In the prior period, the group entered into a contract for the purchase of a motor vehicle. Payments in respect of this arrangement are to be are to be made over a four year term, on a fixed repayment basis.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is primarily expected to reverse within the next 12 months through the utilisation of available tax losses against future expected profits of the same period. Balances related to accelerated capital allowances will reverse out over a longer period of time being the next 4 to 5 years, as depreciation charges are applied to the assets in question.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Ordinary shares, "A" Ordinary shares, and Deferred shares carry full voting rights. "B" Ordinary shares, "C" Ordinary shares, and "D" Ordinary shares have no voting rights.
Ordinary shares, "A" Ordinary shares, and Deferred shares have rights to any dividends declared. "B" Ordinary shares, "C" Ordinary shares, and "D" Ordinary shares have no right to dividends.
Capital is distributed according to Article 13: first to "B" Ordinary shares up to the relevant amount; second, pro rata to "A" Ordinary, "C" Ordinary, and Ordinary shares until "A" Ordinary shareholders receive a 2.784x investor multiple; thereafter, the balance is distributed to "A" Ordinary, "C" Ordinary, "D" Ordinary, and Ordinary shares. There is no right to redeem the shares.
During the year, the Company issued 58,110 "C" Ordinary shares (2024: 383,525). The aggregate nominal value of "C" Ordinary shares issued during the year was £581 (2024: £3,835) and the total consideration received was £18,014 (2024: £3,835).
During the year, the Company redeemed 158,059 "C" Ordinary shares (2024: nil). The aggregate nominal value of the "C" Ordinary shares redeemed was £1,580 (2024: nil).
During the year, The Company issued 52,900 "D" Ordinary shares (2024: 2,228,210) . Aggregate nominal value and total consideration received amounted to £529 (2024: £22,282.)
During the year, the Company redeemed 143,885 "D" Ordinary shares (2024: nil). The aggregate nominal value of the "D" Ordinary shares redeemed was £1,438 (2024: nil).
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
In the prior period, the group entered into a Bond and Floating Charge to provide security in connection with a Master Funding Agreement under which finance has been provided to the group.
As a part of this arrangement, the company has provided security including a floating charge that covers all of the property and undertaking of the company.
In accordance with Section 479C of the Companies Act 2006, 2i Group Limited has provided a guarantee over the liabilities of 2i BidCo Limited and 2i MidCo Limited.
At the reporting end date the group 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 Directors consider that the acquisition will have a material positive effect on the Group’s revenue and net assets in the financial year in which it is first consolidated. The Directors believe that the cost synergies that will be achieved will transform the loss-making position of the business. A full fair value exercise, including assessment of separately identifiable intangible assets and the calculation of goodwill, will be completed and disclosed in the financial statements for that period. The financial effect of the acquisition cannot be reliably estimated at the date of approval of these financial statements as the purchase price allocation and fair value exercise have not yet been completed.
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 Directors believe the acquisition will deliver synergies including cost savings, revenue enhancement and access to new markets.
The directors regard 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 in note 7 to the financial statements.
Transactions with related parties
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.
During the year, management identified a prior period error relating to the omission of interest charges on inter-company loans between group undertakings. The error arose as a result of an oversight in the application of the Group’s accounting policy for inter-company financing arrangements.
Formal loan agreements were in place between the company and subsidiary companies, under which interest is chargeable at a market rate. Interest should have been accrued at an annual rate of 11.66%, but was not recognised in the prior period financial statements.
For the period ended 31st December 2024, interest receivable was understated by £656,467. This amount has now been recognised within the company's accounts.
In addition, as a result of these amendments, an adjustment has been made to deferred tax balances, with a deferred tax liability of £7,438 being recognised.
The cumulative effect of the adjustments made has been to convert a loss previously reported of £22,316 into a profit of £626,713, with a commensurate increase in capital and reserves, which have increased by an amount of £649,029.
These adjustments only affect the reported figures for the company as a standalone entity and have no impact on balances reported within the consolidated figures for the prior period.