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

The principal activity of the Company is the provision of specialised geopolitical consulting, communications advisory and public affairs advisory services to corporate clients, governmental organisations, and international institutions. Our core activities include:

• Geopolitical risk assessment and analysis

• Political and economic intelligence gathering

• Strategic advisory on international market entry

• Country risk evaluation and monitoring

• Crisis management and scenario planning

• Regulatory and compliance advisory for cross-border operations

The Company forms part of the wider DGA Group, a global advisory business, with the ultimate parent company being DGA Group LLC based in Washington, United States of America. The Company delivers strategic advice and support to clients utilising external specialist expertise and internal collaboration within the wider Group.

The financial year 2025 has been marked by high geopolitical tensions globally, which has resulted in continued elevated demand for our specialised consulting services. The ongoing conflicts in Eastern Europe and the Middle East, coupled with significantly heightened trade tensions between major economic powers, have driven corporations and institutions to seek expert guidance on navigating complex international environments.

As a result, the 2025 results were characterised by strong revenue, continuing profitability and rigorous cost management. This is reflected within the financials via revenue year to date of £11.3m and net profits of £468k.

The Company maintains a healthy financial position with positive cash flow and adequate working capital to support operations and strategic growth initiatives.

The directors regularly assess the principal risks and uncertainties facing the Company and take appropriate steps to manage and mitigate those risks. The principal risks are considered to include the following:

Geopolitical and Economic Risks

The Company faces geopolitical and economic risks including movements in inflation, interest rates and global political volatility as risks which could have an influence on business performance. The company operates in a volatile international environment. Escalation of conflicts, economic sanctions, or major political shifts can impact both our business operations and our clients' needs. However, such volatility also tends to increase demand for our specialised services.

Client concentration and competition risk

The geopolitical consulting sector is highly competitive with established global firms and boutique specialists.

Risks include:

• Pricing pressure from competitors

• Client migration to larger multi-service providers

• New market entrants with technology-driven service models

• Retention of market share in core European markets

At 31 December 2025, no single client represented more than 10% of revenue and the Company continues to actively monitor client concentration and pursue diversification strategies. The business operates with a diversified client base in terms of sector and geography and does not have substantive revenue tied to any client, limiting exposure to potential risks.

People

Our success depends upon the ability to attract, develop and retain talented and experienced professionals. Competition for high-quality personnel represents an ongoing risk. The Company seeks to mitigate this through competitive remuneration, professional development opportunities and maintaining a supportive and engaging working environment.

Reputation and professional standards

As a professional advisory business, the Company’s reputation is important to its ability to retain existing clients and win new engagements. The Company maintains policies, procedures and oversight designed to ensure that work is undertaken to appropriate professional and ethical standards and that potential conflicts of interest are appropriately identified and managed.

Information technology and cyber security

As a consulting firm handling sensitive client information and geopolitical intelligence, the Company faces:

• Cyber attacks targeting confidential client data or proprietary analysis

• GDPR compliance obligations for personal data processing

• Risk of data breaches impacting client trust and regulatory standing

• Increasing sophistication of cyber threats

To mitigate this risk the Company maintains: IT security protocols, employee training programs, cyber insurance, data encryption, and regular security assessments. GDPR compliance is monitored by designated data protection officers.

Regulatory and compliance risk

Given operations span multiple jurisdictions, we face complex regulatory requirements including data protection (GDPR), export controls, and sanctions compliance. We maintain robust compliance procedures and regular training for all staff.

Further, DGA Group have implemented appropriate controls and risk governance techniques across all its businesses which are closely monitored by the overseeing Board of Directors who are confident that current controls are sufficient to manage the associated risk.

Financial outlook

The geopolitical landscape remains highly uncertain with several factors likely to influence our business:

• Continued Global Tensions: Ongoing conflicts and geopolitical competition are expected to sustain demand for geopolitical consulting services.

• Economic Fragmentation: Increasing economic nationalism and supply chain restructuring will create opportunities for advisory services.

• Technological Disruption: AI and digital transformation in geopolitical analysis present both opportunities and competitive challenges.

• Regulatory Changes: Enhanced transparency requirements and foreign interference legislation may create additional compliance advisory opportunities.

The Company remains confident in achieving sustained growth, supported by its highly skilled employees, affiliated advisors and strong market positioning. However, achievement of growth targets depends on client retention, successful business development, recruitment and retention of key personnel, and favourable market conditions. The Board currently projects FY 2026 revenue of more than £10m, subject to the material risks already outlined.

This projection is based on current client pipelines, market conditions as of September 2026, and assumes no material adverse changes in the geopolitical consulting market or competitive environment. The Company undertakes no obligation to update forward-looking statements.

Management monitors the performance and financial position of the Group using a range of financial and non-financial measures. The principal financial performance indicators include measures for: revenue, operating profitability, cash generation and working capital management.

In 2025, the Company generated revenue of £11.3m (2024: £12.2m) and an operating profit of £471k (2024: £486k), delivering an improved operating profit margin of 4.2% (2024: 4.0%). Profit before tax increased to £468k (2024: £445k), reflecting continued profitability despite a challenging geopolitical and economic environment.

The Company maintained a strong financial position throughout the year, with cash balances increasing to £367k at year-end (2024: £276k), while debtor balances reduced significantly to £2.3m (2024: £4.8m), reflecting improved working capital management. Gross profit remained robust at £4.4m (2024: £4.6m), with gross margin increasing to 39.2% (2024: 37.8%).

The Group also monitors a range of non-financial measures relevant to the development and performance of the business which include levels of client activity, new business development and the recruitment and retention of high-quality professionals.

On behalf of the board

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

The principal activity of the company continued to be that of consulting services.

The results for the year are set out on page 9.

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

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

The directors are responsible for preparing the annual 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). 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 company and of the profit or loss of the company 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; and

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

The directors are 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. They are 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.

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.

Qualified opinion on financial statements

We have audited the financial statements of DGA Group UK 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, except for the possible effects of the matter described in the Basis for qualified opinion paragraph, 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 qualified opinion

The financial statements for the year ended 31 December 2023 were subject to a disclaimer of opinion arising from a limitation in scope relating to related party (intercompany) balances, on which we were unable to obtain sufficient appropriate audit evidence.

Our opinion for the year ended 31 December 2024 was qualified solely as a consequence of that disclaimer, the unverifiable 2023 opening position having possible effects on the results and balances for that year. Those results, as restated in note 24, are presented as the corresponding figures in these financial statements, and accordingly we have been unable to determine whether the corresponding figures are free from material misstatement. Our opinion on the current period's figures is not modified in respect of this matter.

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 qualified opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Except for the matter described in the Basis for qualified opinion section of our report, 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 directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, 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 directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

• Those laws and regulations considered to have a direct effect on the financial statement include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

• Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have material effect on the financial statements include anti-bribery, health and safety legislation and regulations affecting geopolitical advisor companies.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of:

• Inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations.

• Enquiries with the same concerning any actual or potential litigation or claims.

• Inspection of relevant legal correspondence and review of board minutes.

• Testing the appropriateness of journal entries.

• Performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud, with particular focus on areas affecting the recognition of revenue.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

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.

DGA Group UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Fleet Place, London, UK, EC4M 7WS.

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 DGA Group Holdings Limited. These consolidated financial statements are available from its registered office, One, Fleet Place, London, England, EC4M 7WS.

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.

DGA Group UK Limited is a wholly owned subsidiary of DGA Group Holdings Limited and the results of DGA Group UK Limited are included in the consolidated financial statements of DGA Group Holdings Limited which are available from One, Fleet Place, London EC4M 7WS.

The financial statements have been prepared on a going concern basis. In assessing the appropriateness of this basis of preparation, the Directors have considered the Group's current financial position, recent trading performance and forecasts covering the period to 31 December 2027, together with the principal risks and uncertainties that could affect future performance. true

The forecasts reflect management's current base-case expectations, including year-on-year revenue growth of approximately 8%, supported by inflation-related price increases, expansion of existing client mandates and the growing Public Affairs practice. The forecasts also reflect rigorous ongoing costs monitoring and management for the business throughout 2026.

The Directors have considered the ability of the Group to meet its liabilities as they fall due, including the impact of trading performance being below the current forecast. In addition to the financial resources generated by the UK operations, the wider DGA Group has confirmed its intention to provide financial support to DGA Group UK Limited, if required, to enable it to continue to meet its liabilities as they fall due.

Having considered the forecasts, the availability of mitigating actions and the continued support of the wider DGA Group, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the Directors consider it appropriate to prepare the financial statements on the going concern basis.

Revenue comprises the fair value of consideration received or receivable for services provided in the ordinary course of business, net of value added tax and other sales taxes, and net of any trade discounts.

Where cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is determined by discounting all future receipts using an imputed rate of interest. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income over the period of the financing arrangement.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion of the contract at the reporting date. The stage of completion is calculated by comparing costs incurred, principally in relation to contractual staff time and materials, as a proportion of total estimated contract costs. Where the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Where consideration is received from clients in advance of services being delivered, the amount received is recognised as deferred income within creditors. Revenue is recognised in profit or loss in the period in which the related services are performed, by reference to the stage of completion of the contract at the reporting date, in accordance with the company's revenue recognition policy set out above.

Deferred income balances are reviewed at each reporting date. Where it becomes apparent that contracted services will not be delivered, the relevant deferred income balance is released to profit or loss in the period in which that determination is made.

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

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Research costs are written off as incurred. An internally generated intangible asset arising from the company's development activities is recognised only if all of the following conditions are met: (i) it is technically feasible to complete the intangible asset so that it will be available for use; (ii) management intends to complete it and use it; (iii) there is an ability to use it; (iv) it can be demonstrated how it will generate probable future economic benefits; (v) adequate resources to complete development are available; and (vi) expenditure attributable to the asset during development can be measured reliably.

Amounts initially recognised for internally generated intangible assets represent expenditure incurred from the date the recognition criteria are first met. Subsequently, internally generated intangible assets are reported at cost less accumulated amortisation and impairment losses, amortised on a straight-line basis over the asset's estimated useful economic life, consistent with the rates disclosed above.

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, 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 profit or loss.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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, 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.

Stocks comprise work in progress, being the cost of professional services rendered on client engagements where the related revenue has not yet been recognised at the balance sheet date. Work in progress is valued at the lower of cost and net realisable value.

Cost comprises direct staff costs and an appropriate proportion of attributable overheads incurred in bringing each engagement to its current stage of completion. Stage of completion is assessed on the basis of project progress, determined by reference to the proportion of total estimated project costs incurred at the reporting date relative to the total estimated costs of the engagement.

Net realisable value represents the estimated revenue attributable to work performed to date, less any further costs to completion.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

Financial assets and liabilities are offset, with 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, other than those held at fair value through profit and loss, 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. 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.

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 profit and loss account, 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.

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

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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 leases asset are consumed.

All leases held by the company are classified as operating leases.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Included within other operating income is a credit of £nil (2024: £95,698) arising from the extinguishment of intercompany balances denominated in foreign currencies. The directors consider this to be a material non-recurring item by virtue of its size and nature relative to normal trading results.

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

Their aggregate remuneration comprised:

The actual charge 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:

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

The company has accumulated tax losses of £2,185,356. No deferred tax asset has been recognised in respect of these losses on the basis that it is not considered sufficiently probable that future taxable profits will be available against which the losses can be utilised. The unrecognised deferred tax asset amounts to approximately £546,339 (calculated at the standard rate of 25%).

The provisions for liabilities comprise two components:

(i) Dilapidations: £101,561 (2024: £77,864), representing the estimated cost of restoring the company’s leased premises to their original condition at the end of the lease term. The provision was increased by £23,697 during the year following a reassessment of the estimated dilapidations liability. The timing of any resulting outflow of economic benefits is uncertain, being dependent on the expiry of the rolling lease term.

(ii) Legal settlement: £86,384 (2024: £nil), representing a provision recognised in respect of a legal settlement agreed during the year. This amount was subsequently paid in 2026.

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.

The ordinary shares carry a right to vote, a right to any dividend and a right to a share in a distribution upon winding up of the company.

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

The significant reduction in intercompany balances during the year reflects the successful reconciliation and netting of confirmed intra-group positions across the group. The directors confirm that all intercompany balances at 31 December 2025 have been fully agreed and reconciled with the relevant counterpart group entities.

Amounts owed to and by group undertakings are unsecured, interest-free and repayable on demand, in accordance with the group’s intra-group funding policy.

The company leases its office premises under a rolling operating lease.

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:

The ultimate controlling party in the opinion of the directors is Dentons Global Advisors LLC, a company registered in Delaware, USA.

The following are the parents of the largest and smallest groups in which this company's results are consolidated:

During the year, the directors identified that income of £104,511 recognised in the year ended 31 December 2024, arising from the extinguishment of intercompany balances denominated in foreign currencies, required adjustment.

Following reconciliation and confirmation of the group’s intercompany positions, these amounts were determined to be overstated. The comparative figures for the year ended 31 December 2024 have been restated accordingly.