Audited Results for the year to 31 December 2025

Big Technologies PLC

30 March 2026

 

Big Technologies plc

("Big Technologies" or the "Company", and together with its subsidiaries, the "Group")

AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025

RICKMANSWORTH, UK - 30 March 2026: Big Technologies plc (AIM: BIG), a leading provider of electronic monitoring solutions, today announces its results for the year ended 31 December 2025.

Financial Highlights

·      ARR growth of 12% on a constant currency basis to £52.4m (2024: £46.8m), giving greater visibility around continued revenue growth in 2026.

·      Revenue growth on a constant currency basis of 3% to £49.7m (2024: £48.1m), rising to 9% after adjusting for the loss of the Colombia contract in 2024.

·      Adjusted EBITDA of £24.6m (2024: £27.0m), reflecting a change in margin mix, and investments made in strengthening the Group's management which, following cost saving actions taken, are expected to be cost neutral in future periods.

·      Cash of £93.4m at 31 December 2025, £61.9m excluding £31.5m paid post year end in relation to the recent settlement of the Buddi Litigation (31 December 2024: £95.7m).

Financial Progress

Year ended 31 December	2025	2024
Annual Recurring Revenue ("ARR")
ARR1 at year end (2024 adjusted for constant currency)2	£52.4m	£46.8m
Net Revenue Retention ("NRR")3	105%	96%
Profit and Loss
Revenue (2024 adjusted for constant currency)2	£49.7m	£48.1m
Adjusted EBITDA4	£24.6m	£27.0m
Adjusted Operating Profit4	£18.5m	£21.2m
Statutory Operating (Loss)/Profit	(£23.0m)	£2.2m
Basic (Loss)/Earnings per Share	(8.0p)	0.8p
Adjusted Basic Earnings per Share4	6.2p	6.8p
Cash
Cash and cash equivalents at year end	£93.4m	£95.7m
Cash generated from operations adjusted for spend on exceptional items5	£23.7m	£23.9m

Operational Highlights

·      Implementation of a revised management structure to deliver increased accountability and effectiveness across the Group, and increased focus on new business growth, delivering a strong impact:

o  16 new wins across 10 US states in the last six months, growing ARR in the country by 40% in 2025 (2024: 1%).

o  The number of Alcotags with clients increased by 274% to 1,664 (2024: 445), reflecting strong customer adoption and favourable performance compared to competitor technology.

o  Post period end, Buddi, together with its service provider Sonda SA, has been awarded a contract with the Gendarmerie in Chile. The contract is for an initial period of 7 years with total revenues expected to be c. $26m. The incumbent is appealing the decision; however, the client has requested that Buddi and Sonda start delivering the contract over the next 5 months.

·      Continued investment in product innovation and development with the Group's new AlcoBreath product released in December, complementing the Group's well received AlcoTag proposition. The Group continues to enhance its Eagle monitoring platform through the application of AI to improve analytics and reporting.

·      Targeted investment in US operations, including the establishment of a regional monitoring centre to service the Group's growing client base in the Americas. Further targeted investment anticipated in the US to increase regional autonomy and accelerate growth.

·      Settlement of Buddi Litigation following the year end, removing uncertainty and reducing ongoing legal spend.

Ian Johnson, Chief Executive Officer said:

"The Group's best-in-class technology, loyal client base and strong balance sheet positions it well to capitalise on the growth opportunities presented by the expanding offender electronic monitoring market.

The organisational changes implemented during the second half of 2025 are beginning to deliver strong growth for the business. I would like to pay tribute to our excellent team in the Americas who are growing our business across the region, securing 16 new contracts in 10 US states over the last six months.

The Group continues to build its new business momentum, notably with the award of the Chile contract, together with our service partner Sonda SA, further underlining the potential for the business. I look forward with increasing confidence in the Group's ability to deliver on its strong growth potential.

2025 has been a turbulent year for the Group and I would like to thank all of our employees for their resilience and continued dedication through this difficult period, as we continue to grow the business and deliver a truly exceptional service to our client base."

For further information please contact:

Big Technologies plc		[phone]
Ian Johnson (Chief Executive Officer)
Mike Johns (Chief Financial Officer)
Zeus (Nominated Adviser and Joint Broker)		[phone]
Dan Bate / Kieran Russell (Investment Banking)
Benjamin Robertson (Equity Capital Markets)
Singer Capital Markets (Joint Broker)		[phone]
James Moat / Shaun Dobson / James Todd (Investment Banking)

1      ARR is the value of continuing revenue from recurring accounts at a specific point in time, normalised to a one year period

2      Constant currency is calculated by recalculating prior period revenues using prevailing average exchange rates for the current year and by recalculating prior period ARR at the prevailing balance sheet rate.

3      NRR is calculated as the percentage of year end ARR deriving from accounts that were clients of the Group at the beginning of the year, divided by the ARR from those accounts at the beginning of the year. The calculation includes growth in those accounts, less any terminations.

4      Adjusted EBITDA and Adjusted Operating Profit exclude share-based payments and other adjusting items, including but not limited to provisions for legal expenses in relation to ongoing and concluded litigation, associated costs relating to the legal proceedings, an exceptional foreign exchange loss of £4.0m relating to funds held in US Dollars in anticipation of a potential acquisition and the depreciation of tags recognized through cost of sales. Adjusted Operating Profit also excludes the amortisation of acquired intangibles. Adjusted Basic Earnings per Share excludes all of the above and the tax effect of these adjustments.

5      Cash generated from operations adjusted for spend on exceptional items excludes the cash outflow for exceptional costs, specifically cash outflows for legal fees in respect of litigation and other associated costs, and acquisition related cash outflows.

About Big Technologies

Our mission is to deliver innovative, high-quality electronic monitoring solutions that combine advanced hardware and software to support monitoring of individuals in our core criminal justice business. Big Technologies is a market leader in the electronic monitoring industry, operating under the trusted 'Buddi' brand. Through its integrated technology platform, Buddi offers state-of-the-art Electronic Monitoring solutions on a subscription-based, SaaS-like model. This platform is highly flexible and scalable, enabling tailored deployments across diverse use cases and geographies.

For more information, please visit www.buddi.com

Forward-looking statements

This announcement contains certain projections and other forward-looking statements with respect to the financial condition, results of operations, businesses and prospects of Big Technologies plc. The use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target" or "believe" and similar expressions (or the negatives thereof) are generally intended to identify forward-looking statements. These statements are based on current expectations and involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Any of the assumptions underlying these forward-looking statements could prove inaccurate or incorrect and therefore any results contemplated in the forward-looking statements may not actually be achieved. Nothing contained in this announcement should be construed as a profit forecast or profit estimate. Investors or other recipients are cautioned not to place undue reliance on any forward-looking statements contained herein. Big Technologies plc undertakes no obligation to update or revise (publicly or otherwise) any forward-looking statement, whether as a result of new information, future events or other circumstances.

Chair's statement

Resilience in the face of unprecedented challenges

2025 has been a turbulent and consequential year for Big Technologies plc. The Group has experienced an almost complete turnover of the Board of Directors from the beginning of the year and has been engaged in significant and protracted litigation, including with the Founder and former CEO of the business.

Despite this backdrop, the business ends the year with stronger management, stronger strategic positioning and stronger growth, and I personally would like to extend my gratitude to all of our dedicated employees for their hard work during these exceptionally challenging circumstances. Their commitment has ensured that our global client base has continued to receive exceptional service for their vital electronic monitoring programs.

Enhancing the Buddi Brand

The Buddi brand is already a mark of quality in the electronic monitoring market. Buddi is strongly represented in Australia and New Zealand and has a historic presence across UK police forces. The focus of the team is now to geographically build on the Buddi reputation for excellence and accelerate growth in Europe and the Americas. We are already seeing the benefit of the structural changes implemented during the year in these regions and look forward to reporting on these developments in 2026.

Clearly, maintaining Buddi's competitive advantage both in terms of reputation and positioning as a trusted quality brand is heavily reliant on the business' ability to continue to drive innovation across its product range. To that end, the business has been focused on harnessing the new technologies arising from AI and other innovation to ensure that Buddi proactively and efficiently addresses new challenges for our clients as they arise. As such we continue to seek selectively collaborative partnership arrangements to achieve these objectives.

In 2026, the Group will look to build on its revitalised growth in the last financial year, relentlessly focusing on building pipeline and delivering accretive growth both by geographical and product expansion, and by judiciously considering acquisitions where apt in tandem with collaborating strategic alliances.

Board and Governance

The Group has embarked on a process of strengthening the Board and its governance framework. One Advisory was appointed during the year to act as Company Secretary and provide governance advice. Following the year end Simon Thomson joined the Board as a non-executive Director, bringing with him significant litigation and commercial experience, bolstering the Board's skills and expertise.

These developments are the start of further steps to be taken with a view of strengthening the Board to ensure it is fully equipped with a broad range of skills and experience to drive the Group forward over the coming years and to realise the growth potential of the business.

The Executive team - Ian Johnson and Mike Johns - have shown remarkable resilience in tackling the challenges whilst continuing to deliver strong performance since their appointment in May 2025, supported by the senior leadership team spearheaded by our COO, Charles Lewinton. The Board looks ahead with ambition for the business, particularly in the US, where the expansion of operational capabilities is contributing to strong growth and the market shows considerable potential.

Normalising the Business

It is in all stakeholders' interests for the Group to focus on the provision of electronic monitoring services for our clients, and deliver strong growth. The Board has set a pragmatic strategy to resolve the litigation which the Group is engaged in, whilst ensuring that management can focus on driving performance in the underlying business.

At the time of writing this, I am pleased to report that we have achieved progress in this respect, with the Buddi Litigation settling shortly after the year end. This has provided certainty to stakeholders de-risking the Group in a commercially pragmatic manner.

The settlement of the Buddi Litigation has further contributed to a material reduction of legal spend in the Group. Sizeable costs were incurred in 2025 while engaging in litigation and related activities and given our strong desire to direct legal expenditure proportionately many of these costs were reduced or removed during the final months of 2025. We continue in our efforts to settle the litigation with the Founder.

Finally, I would like to extend my gratitude to the full team at the Group for the exceptional resilience and commitment they have exhibited and their invaluable contribution, as well as to all our shareholders who have continued to support the company in spite of huge uncertainty. With ambition, pragmatism and resolution, I remain confident that the future will be one where the Company will thrive.

Sangita Shah

Interim Chair

27 March 2026

Chief Executive Officer's Report

Overview

I am proud to lead Buddi into a new era of growth, innovation, and operational excellence. Over the past year, we have strengthened our foundations and positioned the business for sustainable success. Buddi remains a global leader in electronic monitoring solutions, and our mission is to project Buddi as the most trusted provider globally.

The resolution of the Buddi Litigation allows the business to move forward with clarity and focus, ensuring that our time, energy, and resources are dedicated to strengthening the business and driving our strategic priorities.

My priority in 2025 was to embed a new structure and provide stability across the organisation as the foundation for sustainable success. By strengthening our operational framework and governance, we have created the conditions for a high-performance culture to thrive. This disciplined approach is already delivering results, enabling us to return the business to revenue growth, improve efficiency, and provide exceptional value to our customers and shareholders. With the right organisation in place and the talented team we have at Buddi, I am confident we can build on this foundation to achieve outstanding results in the years ahead.

Strategy

Our strategy remains clear: to accelerate growth in the criminal justice sector by deepening relationships with existing customers and expanding into markets where we are currently underrepresented. At the heart of this strategy is our determination to be recognised as the most trusted provider of electronic monitoring technologies worldwide. To achieve this, we have identified the following three near-term strategic priorities that will create long-term value for our stakeholders:

Increase US Market Presence

The United States remains a significant growth opportunity for Buddi. During the year, we expanded our presence in the US, the largest electronic monitoring market globally, where we have historically been underrepresented. ARR in the USA grew 40% in 2025 (2024: 1%), demonstrating strong momentum. We also leveraged our NASPO supplier status to access procurement channels across all 50 states, securing new customer accounts and further expanding our footprint in the market.

We strengthened our operational capability by opening a new monitoring centre in the US, comprising a multidisciplinary team. This strategic investment positions Buddi to deliver high-quality services and support future growth opportunities across the region. We will continue to invest in operational capabilities in the US in 2026 to service our expanding client base.

We will also continue to assess complementary inorganic opportunities in the US to further expand the Group's footprint.

Global Expansion and Contract Wins

Beyond the US, Buddi has continued to grow internationally. During the year, we successfully launched operations under a new contract for the Ministry Of Justice in Northern Ireland and secured additional agreements in key markets including the US, Canada, New Zealand, Lithuania, Latvia and Switzerland. These wins reinforce our reputation as a trusted partner and demonstrate the scalability of our technology across diverse jurisdictions.

Our business in Australia and New Zealand continues to perform well and we are seeing increased demand from existing customers for new border control and domestic violence related applications. In Central America we welcomed a new customer during the year and saw a former customer return following a period using a competitor.

Looking ahead, the Group will selectively partner with service organisations on larger full-service bids. This will open additional opportunities for Buddi while allowing the Group to focus on what it does best, the provision of superior electronic monitoring equipment.

Technological Innovation and Operational Excellence

Continued technological innovation is at the heart of Buddi's future. Maintaining the Group's technology advantage is crucial to strengthening our market share, particularly in the US. Buddi will continue to develop its expanding suite of leading technologies to ensure it delivers for our customers' evolving needs.

Following its 2024 debut, AlcoTag, Buddi's first body-worn alcohol detection tag, saw rapid adoption in 2025 with the number of units with customers increasing by 274% in 2025. AlcoTag reinforces sobriety compliance and enhances community safety globally. Building on this success, we are developing the next-generation version of AlcoTag, expected to launch in 2026, and have recently introduced AlcoBreath, a remote breath analysis product, further strengthening our leadership in alcohol monitoring solutions.

We continue to ensure that our Eagle software operating platform remains a product leader, with continued investment in integrating the latest developments in AI to improve analytics and reporting.

Financial Performance                                 

The Group performed strongly in 2025 despite a challenging backdrop of contract losses in the previous year, disruption from leadership changes and ongoing litigation. This is demonstrated by strong growth in ARR in 2025 of 12% (2024: 2%), driven by new contract wins in the Americas and EMEA, and expansion of the customer base in APAC.

Revenue grew on a constant currency basis by 3%, reflecting a return to growth after the loss of the Colombia contract in 2024 and the ending of the temporary MOJ contract in H1 2025. New contract wins in late 2025, and early in 2026 give strong visibility over strengthening revenue growth in 2026.

Gross margins reduced to 66% in 2025 (2024: 68%) reflecting changes in revenue mix, following the ending of the higher margin Colombia contract and the commencement of the full-service Northern Ireland contract. Gross margin is expected to reduce in a controlled manner over the coming years as growth in the competitive US market grows as a proportion of the Group's total revenue.

Adjusted EBITDA decreased to £24.6m (2024: £27.0m) in the period, driven by foreign exchange volatility, the impact of the changing gross margin revenue mix and investment in strengthening the Group's management made in H2 2025 ahead of offset cost efficiencies, which are expected to be realised in 2026.

The Group retains a robust balance sheet, underpinned by a strong cash position of £93.4m (2024: £95.7m). Adjusting for the initial incoming litigation settlement payment of £31.5m would have reduced the year end cash position to £61.9m. This strength gives the Group flexibility as it looks to expand its footprint in the US.

Summary and outlook

We remain focused on enhancing shareholder value, while maintaining a disciplined approach to capital allocation.

2025 marked a year of strategic progress for Buddi. We strengthened our operational capability and expanded our global footprint, laying firm foundations for sustainable growth.

Looking ahead, our focus is on driving innovation, deepening customer partnerships and leveraging our enhanced infrastructure to deliver long-term value for all stakeholders. With a refreshed leadership team and a clear strategic direction, we are well positioned to capture new opportunities and accelerate our growth trajectory.

The Group has started 2026 well, supported by a number of new contract wins, and we look to the future with confidence. The Board expects the Group's performance in 2026 will be in line with market expectations and that new contracts won will deliver further growth in 2027 and beyond.

Ian Johnson

Chief Executive Officer

27 March 2026

Chief Operating Officer's Report

This past year has been one of meaningful progress, operational strengthening, and building momentum across our global footprint. The Buddi team has not only met but exceeded its goals for the year, delivering multiple product launches, opening new operational offices, and strengthening internal processes.

Continuous Product Innovation

Several new products were brought to market during the year, including the updated AlcoTag v1.6 with enhanced barrier detection, the compact AlcoBreath unit which combines highly accurate breath alcohol detection, GPS, 4G connectivity, and facial AI, and updated versions of the SmartBeacon with fingerprint detection and the Smart Release tool.

This momentum in product development is continuing with the planned release of AlcoTag version 2, featuring a 50% reduction in size, new capabilities, and extended battery life. In addition, the much‑anticipated On‑Body Charger v4 will launch, offering a unique "find me" feature, battery status display, and RF communication.

Our strong R&D team comprised of multiple industry and technology experts continues to be central to our success. New team structures introduced this year have strengthened leadership and increased staff engagement, enabling us to remain agile and highly responsive to customer needs.

Within the Buddi Eagle platform, our software solution that enables customer analysis, device setup, and monitoring, multiple new AI features were introduced. Customer adoption has been rapid, and feedback from key users indicates significant time‑saving opportunities from integrating AI into electronic monitoring. We plan to continue delivering new AI capabilities at speed over the coming year, including the introduction of AI agents to augment the monitoring centre and reduce reliance solely on human monitoring staff.

Operational Excellence

We successfully mobilised the Northern Ireland operation, including transitioning staff from the incumbent provider, establishing a new office in‑country, and training and supporting new team members to carry out day‑to‑day device fitting. A dedicated monitoring team was also set up at head office to support the customer. The entire setup was completed in just two months, ensuring a smooth and efficient transition.

Alongside the new Northern Ireland operation, we established an in‑country monitoring centre in our American office. Access to in‑house monitoring in the US allows Buddi to pursue a broader range of bids and contracts and is critical to our growth strategy in the region. Over the next year, this team will expand further to meet customer demand and operate as part of Buddi's global monitoring capability across four international time zones.

Buddi has long been recognised as a leader in customer service within Electronic Monitoring, and this year has been no exception. The team continues to receive positive feedback for its proactive approach and excellent customer support. As Buddi continues to grow, the team is well positioned to scale effectively and serve a wider customer base.

High Quality Manufacturing

Our UK production facility has successfully met the demands of an expanding customer base and the introduction of new products, while maintaining a strong focus on quality. Manufacturing output increased from 24,000 units in 2024 to 37,000 in 2025 due to increased customer demand, new technology and migration to latest products. Additional quality roles and enhanced processes have been introduced to ensure that as we scale, the high‑quality standards Buddi is known for continue to be upheld.

Looking ahead, the Group plans to begin manufacturing in America from 2027, complementing its current UK production facility based in Norwich. As our presence in the US expands, access to locally produced devices and return facilities will reduce costs and strengthen our position in the market.

Talented Team

I would like to personally thank the entire team for the dedication, resilience, and excellence they have demonstrated throughout the year. Buddi's employees consistently deliver and the quality of their work has strengthened our operations and set a benchmark for what we can achieve together.

Charles Lewinton

Chief Operating Officer

27 March 2026

Chief Financial Officer's Report

ARR

The Group has introduced the use of ARR as a key financial metric for the Group as of the interim results in 2025. ARR provides a view of forward revenues and provides a useful view of how the profile of the business has changed from year to year, particularly given the Group's revenues predominantly originate from recurring leased equipment to its clients in a SaaS-like model.

ARR grew by 12% to £52.4m (2024: £46.8m) in the year to 31 December 2025 on a constant currency basis, compared with growth of 2% in 2024. The acceleration in growth is driven by both new business wins, contributing to growth of 7% in 2025 (2024: 6%), and strong base growth, with Net Revenue Retention ("NRR") of 105% in the year to 31 December 2025 (2024: 96%).

ARR grew on a constant currency basis in each of the Group's three regions. ARR growth was 10% in APAC (2024: 4%), driven by increase in volumes across the regional client base. EMEA grew by 11% (2024: decline of 18%), underpinned by the win in Northern Ireland and the commencement of Switzerland. ARR in the Americas grew by 25% (2024: 21%), predominantly through expansion in the US, which grew by 40% (2024: 1%). The Group has implemented a new organisational structure in the US as well as invested in new operational capabilities in the region.

NRR in the year was 105% (2024: 96%), reflecting both a robust and expanding base. Expansion in the base was principally driven by volume growth across the APAC region.

Revenue

On a constant currency basis, revenue grew to £49.7m in 2025 (2024: £48.1m c/c), growth of 3%. On a statutory basis, revenue in 2024 was £50.3m, resulting in a reduction of 1%. The adverse impact from foreign exchange was principally driven by the weakening of the Australian and New Zealand Dollars, of which the majority of the Group's revenues are derived, against Sterling.

Revenue growth in the USA, a key focus of the Group, was strong at 26% on a constant currency basis. The average number of individual clients in the USA in 2025 was 115 (2024: 90), an increase of 28% which demonstrates the Group's new momentum in the region.

Gross Profit and Margin

Gross profit was £32.9m in 2025 (2024: £34.2m) and gross margin was 66% (2024: 68%). The reduction in gross margin is a result of a shifting margin mix across the Group, with 2024 bolstered by the tail end of the high margin Colombia contract and 2025 impacted by the full-service Northern Ireland contract.

Looking ahead, the Group expects a controlled reduction in gross margin in the coming years as it looks to accelerate revenue growth in the US. Revenue growth in the US is typically at a lower margin than other regions as a result of the fragmented nature of the market.

In order to mitigate the impact of the lower margin service elements of certain contracts, the Group will selectively partner to allow it to effectively compete in larger full-service opportunities.

Operating Profit and EBITDA

Adjusted operating profit has decreased to £18.5m (2024: £21.2m) and adjusted operating margin has decreased to 37% (2024: 42%). The reduction in operating margin in the year partially relates to the impact in gross margin detailed above, partially due to inflation on the cost base and partially due to previously communicated investment in H2 2025. This investment was implemented ahead of offsetting savings, which are expected to flow through from the start of 2026.

Adjusted EBITDA decreased to £24.6m (2024: £27.0m) and adjusted EBITDA margin has decreased to 49% (2024: 54%) reflecting the impact to operating profit above and offset by a small increase in the depreciation of tags recognised in cost of sales that has impacted operating profit, reflecting the constant currency increase in revenue.

Non-Underlying Items

2025 has been an unprecedented year for the Group, with multiple director changes and two sets of litigation. As a result, non-underlying items before tax were £41.5m (2024: £19.0m). Excluding share-based payment expenses and credits, non-underlying items were £52.3m (2024: £9.3m).

In 2025, the Group received a share-based credit of £10.8m (2024: expense of £9.7m), which related to the unwinding of the growth share charge for leavers of the Group in 2025.

Of the remaining non-underlying items, the majority of the increase from the previous year relates to the settlement of the Buddi Litigation in January 2026, for which a full provision of £38.5m has been made in 2025 (2024: £nil, the Group reported a contingent liability). Legal costs in relation to activity on both pieces of litigation amounted to £8.1m (2024: £9.0m) and are expected to drop significantly in 2026 following a rationalisation of legal advisors and settlement of the Buddi Litigation.

The Group also incurred an exceptional foreign exchange loss of £4.0m (2024: £nil) in relation to funds held in USD in anticipation of an acquisition. The funds were repatriated at the earliest opportunity following the change of management mid-year.

Taxation

The total tax charge for the year ended 31 December 2025 was £2.7m (2024: £3.0m). On an adjusted basis, the total tax charge for the Group was £3.0m (2024: £4.5m), representing an adjusted effective tax rate of 14.0% (2024: 18.5%).

The Group continues to review potential tax implications arising from litigation activity.

Statutory Results

The Group reported a loss for the year attributable to ordinary shareholders of £23.2m in 2025 (2024: profit of £2.4m).

Earnings per Share

Basic Loss per Share decreased to 8.0 pence (2024: Earnings of 0.8 pence), and Diluted Loss per Share decreased to 8.0 pence (2024: Earnings of 0.8 pence. The reduction in both Basic and Diluted Loss per Share is principally a result of exceptional costs in relating to the litigation including the provision for settlement on the Buddi Litigation agreed in January 2026.

Adjusted Basic Earnings per Share decreased to 6.2 pence (2024: 6.8 pence) and Adjusted Diluted Earnings per Share decreased to 6.2 pence (2024: 6.5 pence) reflecting the reduction in profitability detailed above. 

Balance Sheet

The Group continues to benefit from a robust balance sheet following the settlement of the Buddi Litigation with net assets of £91.3m (2024: £128.7m). Net current assets at 31 December 2025 were £67.5m (2024: £103.5m), underpinned by the Group's strong cash position.

Cash at 31 December was £93.4m (2024: £95.7m), which was prior to the payment of the initial part of the settlement of the Buddi Litigation of £31.5m. Deducting the initial payment of £31.5m from the year end cash position would result in an adjusted year end cash position of £61.9m. The remaining £7.0m of settlement fees are deferred in monthly payments over 18 months. The Group's cash position remains significantly above operational cash requirements for the business, and the use of this cash will be assessed following the conclusion of the remaining open litigation in line with a clear capital allocation policy.

Trade receivables at 31 December 2025 were £6.8m (2024: £6.6m), of which £1.0m were overdue for payment at the year end (2024: £3.1m). The Group's overdue position has benefited from the introduction of weekly receivables reporting.

Cash Flow

Cash generated from operations in the year was £10.2m (2024: £20.4m). Of this, £13.5m (2024: £3.5m) related to spend on exceptional items including fees in relation to ongoing litigation and associated expenses. Adjusting for the exceptional spend would result in £23.7m cash generated from the core operations of the Group in 2025 (2024: £23.9m), demonstrating continuing strong operating cash conversion.

Strengthened Financial Processes

During 2025 a number of financial process improvements have occurred, including the reorganisation of the finance team to improve accountability, strengthening of financial controls and the creation of detailed financial modelling processes. The revised approach puts at its centre the timely provision of accurate financial information to the Group's Board and Executive Leadership Team, improving the quality of decision making and providing a framework for operational processes.

Since the year end, the Group has also implemented a FX hedging policy for the first time, with the Group hedging against its net FX exposure for Australian Dollars, New Zealand Dollars and US Dollars. The hedging approach provides greater planning certainty. Hedges are placed quarterly on a rolling twelve-month basis.

Looking ahead, the Group intends to improve the quality of its financial tooling. Improving financial tooling will support the processes detailed above and allow greater automation of financial processes. This approach will allow the finance function to scale up with growth in the business without significant increases in headcount to support it.

Mike Johns

Chief Financial Officer

27 March 2026

Directors' Responsibility Statement on the Annual Report and Accounts

The responsibility statement below has been prepared in connection with (and is set out in) the Group's full annual report and accounts for the year ended 31 December 2025 once published. Certain parts thereof are not included within this preliminary announcement.

The Directors are responsible for preparing the Strategic Report, the Directors' Report, any other surrounding information and the Group and Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Company financial statements for each financial year. Under that law, they have elected to prepare the Group financial statements in accordance with UK adopted International Accounting Standards and applicable law and have elected to prepare the Company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). 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 assets, liabilities, financial position and profit and loss of the Group and Company for that year. In preparing each of the Group and Company financial statements, the Directors are required to:

·      select suitable accounting policies and apply them consistently;

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

·      state whether applicable 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 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. They are further responsible for ensuring that the Strategic Report and the Directors' Report and other information included in the Annual Report and Accounts is prepared in accordance with applicable law in the United Kingdom. The maintenance and integrity of the Big Technologies plc website is the responsibility of the Directors; the work carried out by the auditor does not involve the consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in Annual Reports may differ from legislation in other jurisdictions.

Each of the Directors, whose names and functions appear below, therefore confirm that, to the best of their knowledge:

·      The Group financial statements contained in the Group's full annual report and accounts for the year ended 31 December 2025 give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and Group as a whole; and

·      The Strategic Report contained in the annual report and accounts for the year ended 31 December 2024 includes a fair review of the development and performance of the business and position of the Group as a whole, together with a description of the principal risks and uncertainties that it faces.

This responsibility statement was approved by the Board of Directors on 27 March 2026 and is signed on its behalf by:

Sangita Shah (Interim Chair)

Ian Johnson (Chief Executive Officer)

Mike Johns (Chief Financial Officer)

Camilla Macun (Non-Executive Director)

Simon Thomson (Non-Executive Director)

Jamie Matheson (Non-Executive Director)

Consolidated statement of comprehensive income

For the year ended 31 December 2025

	Note	2025 £'000		2024 £'000 Restated*
Revenue	3	49,727		50,308
Cost of sales		(16,874)		(16,069)
Gross profit		32,853		34,239
Administrative expenses		(55,890)		(32,028)
Other operating income		22		9
Operating (loss) / profit		(23,015)		2,220
Analysed as:
Adjusted EBITDA		24,600		27,002
Amortisation of acquired intangibles		(443)		(468)
Amortisation of development costs		(1,340)		(1,335)
Depreciation		(4,730)		(4,478)
Provision for settlement		(38,500)		-
Legal costs		(8,142)		(9,021)
Foreign exchange loss on repatriation		(3,996)		-
Acquisition related costs		(358)		(864)
Other exceptional costs		(880)		-
Employer's national insurance refund		-		1,076
Share-based payments (credit) / expense	10	10,774		(9,692)
Operating (loss) / profit		(23,015)		2,220
Finance income		2,661		3,485
Finance expenses		(131)		(255)
(Loss) / profit before taxation		(20,485)		5,450
Taxation	5	(2,700)		(3,013)
(Loss) / profit for the year		(23,185)		2,437
Other comprehensive (expense) / income:
Exchange differences on translation of foreign operations		(253)		156
Total comprehensive (loss) / income for the year		(23,438)		2,593
Basic (loss) / earnings per share (pence)	6	(8.0)		0.8
Diluted (loss) / earnings per share (pence)	6	(8.0)		0.8

*The prior period restatement is detailed further in note 2

Consolidated statement of financial position

As at 31 December 2025

	Note	2025 £'000		2024 £'000 Restated*	2023 £'000 Restated*
Assets
Goodwill		13,359		13,359	13,359
Acquired and other intangible assets		4,465		4,850	5,668
Property, plant and equipment		4,657		5,177	4,993
Right-of-use assets		1,932		1,657	1,782
Long-term financial assets		396		396	-
Deferred tax assets		1,142		1,080	1,041
Other receivables		807		543	583
Non-current assets		26,758		27,062	27,426
Inventories		7,136		7,205	7,206
Trade and other receivables		16,932		13,560	8,398
Cash and cash equivalents	7	93,367		95,730	87,729
Current assets		117,435		116,495	103,333
Total assets		144,193		143,557	130,759
Liabilities
Lease liabilities		321		294	274
Trade and other payables		9,876		5,852	5,540
Provisions	8	39,695		6,818	664
Current liabilities		49,892		12,964	6,478
Lease liabilities		1,784		1,491	1,579
Deferred tax liabilities		199		309	425
Trade and other payables		1,026		80	259
Non-current liabilities		3,009		1,880	2,263
Total liabilities		52,901		14,844	8,741
Net assets		91,292		128,713	122,018
Equity
Share capital	9	3,009		2,986	2,907
Share premium	9	39,095		39,095	39,095
Own shares		(13,085)		(10,101)	(4,276)
Other reserves		(346)		(93)	(249)
Retained earnings		62,619		96,826	84,541
Total equity		91,292		128,713	122,018

*The prior period restatement is detailed further in note 2

Consolidated statement of changes in equity

For the year ended 31 December 2025

	Share capital £'000	Share premium £'000	Own shares £'000	Other reserves £'000	Retained earnings £'000	Total equity £'000
Balance at 1 January 2024 (as previously reported)	2,907	39,095	(4,276)	(249)	83,964	121,441
Prior period restatement*	-	-	-	-	577	577
Balance at 1 January 2024 (restated)	2,907	39,095	(4,276)	(249)	84,541	122,018
Profit for the year	-	-	-	-	2,437	2,437
Other comprehensive income for the year	-	-	-	156	-	156
Total comprehensive income for the year (restated)	-	-	-	156	2,437	2,593
Share-based payments	-	-	-	-	9,599	9,599
Deferred tax on share-based payments	-	-	-	-	249	249
Issue of shares, net of share issue costs	79	-	-	-	-	79
Movement of shares in the EBT	-	-	(3,591)	-	-	(3,591)
Share buyback programme	-	-	(2,234)	-	-	(2,234)
Balance at 31 December 2024 (restated)	2,986	39,095	(10,101)	(93)	96,826	128,713
Balance at 1 January 2025 (restated)	2,986	39,095	(10,101)	(93)	96,826	128,713
Loss for the year	-	-	-	-	(23,185)	(23,185)
Other comprehensive expense for the year	-	-	-	(253)	-	(253)
Total comprehensive loss for the year	-	-	-	(253)	(23,185)	(23,438)
Share-based payments	-	-	-	-	(10,774)	(10,774)
Deferred tax on share-based payments	-	-	-	-	(238)	(238)
Issue of shares, net of share issue costs	23	-	-	-	-	23
Stamp duty on purchase of shares	-	-	-	-	(10)	(10)
Share buyback programme	-	-	(2,984)	-	-	(2,984)
Balance at 31 December 2025	3,009	39,095	(13,085)	(346)	62,619	91,292

*The prior period restatement is detailed further in note 2

Consolidated statement of cash flows

For the year ended 31 December 2025

	Note	2025 £'000		2024 £'000
Cash flows from operating activities
(Loss) / profit before tax		(20,485)		5,450
Adjustments for:
Depreciation of property, plant and equipment		4,424		4,234
Depreciation of right-of-use assets		306		244
Amortisation of intangible assets		1,783		1,803
Share-based payments (credit) / expense	10	(10,774)		9,599
Finance income		(2,661)		(3,485)
Finance expenses		131		255
Changes in:
Inventories		69		1
Trade and other receivables		(270)		(4,549)
Trade and other payables		4,782		705
Provisions		32,877		6,154
Cash generated from operating activities		10,182		20,411
Taxes paid		(6,426)		(3,656)
Net cash generated from operating activities		3,756		16,755
Cash flows from investing activities
Purchase of property, plant and equipment		(123)		(153)
Purchase of intangible assets		(180)		-
Own work capitalised		(3,804)		(4,336)
Capitalised development costs		(1,218)		(985)
Interest received		2,626		3,485
Purchase of long-term financial assets		-		(396)
Net cash used in investing activities		(2,699)		(2,385)
Cash flows from financing activities
Shares purchased by Employee Benefit Trust		-		(3,591)
Treasury shares purchased via share buyback scheme		(2,994)		(2,234)
Repayment of lease liabilities		(389)		(306)
Interest paid		(7)		(135)
Net cash used in financing activities		(3,390)		(6,266)
Net (decrease) / increase in cash and cash equivalents		(2,333)		8,104
Cash and cash equivalents at the beginning of the year		95,730		87,729
Effects of exchange rate changes on cash and cash equivalents		(30)		(103)
Cash and cash equivalents at the end of the year	7	93,367		95,730

Notes to the consolidated financial statements

For the year ended 31 December 2025

1.   General information and basis of preparation

Big Technologies plc is a public limited company incorporated in the United Kingdom, listed on the Alternative Investment Market ('AIM') of the London Stock Exchange. The Company is domiciled in the United Kingdom and its registered office is Talbot House, 17 Church Street, Rickmansworth, WD3 1DE. The consolidated financial statements comprise the Company and its subsidiaries (together referred to as the 'Group').

The principal activity of the Group is the development and delivery of remote monitoring technologies and services to a range of domestic and international customers.

The preliminary announcement for the year ended 31 December 2025 has been prepared in accordance with the accounting policies as disclosed in the Group's annual financial statements for the year ended 31 December 2025. Information in this preliminary announcement does not constitute statutory accounts of the Group within the meaning of section 434 of the Companies Act 2006.

The annual financial information presented in this preliminary announcement is based on, and is consistent with, that in the Group's audited financial statements for the year ended 31 December 2025, and those financial statements will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The financial statements of the Group are prepared in accordance with UK-adopted international accounting standards and applicable law. The independent auditors' report on those financial statements is unqualified and does not contain any statement under section 498 (2) or 498 (3) of the Companies Act 2006.

Going concern

In assessing the going concern position of the Group for the year ended 31 December 2025, the Directors have considered the following:

·      the Group's trading performance in 2025 and in the period since the reporting date

·      future expected trading performance of the Group to 31 March 2027 (the going concern period) including behaviours in light of the continued difficult macroeconomic environment; and

The Directors have reviewed the forecasts for the Group for the going concern period and have a reasonable expectation that there are no material uncertainties that cast significant doubt on the Group's ability to continue in operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, the Directors continue to adopt the going concern basis in preparing the consolidated financial statements.

The Group had net cash at 31 December 2025 of £91.3m (2024: £93.9m) and expects to generate strong operational cash flows throughout the going concern period. The Group has no debt or banking covenants. The Directors have considered a severe downside scenario, with no mitigating actions. 

The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about the Group's ability to continue in operation and meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of the financial statements.

This preliminary announcement was approved by the Board of Directors on 27 March 2026.

2.   Prior period adjustment

The Group manufactures devices, which it then leases out to customers. Historically, it was elected to take super deductions of the Annual Investment Allowance, and fully expense these.

In the current year, following the receipt of new tax advice and considering the impact of relevant tax case law, the Group has concluded that the appropriate treatment would have been to cap this at the amount of the Annual Investment Allowance.

As a result of this change, an insufficient deferred tax asset was recognised in the financial statements. Accordingly, the Group has restated its financial statements in accordance with IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors'.

The impact of the restatements on the consolidated statement of financial position is presented below:

	As previously reported 31 December 2024 £'000	Restatement as at 1 January 2024 £'000	Restatement year-ended 31 December 2024 £'000	Restatement cumulative to 31 December 2024 £'000	Restated 31 December 2024 £'000
Non-current assets/liabilities
Deferred tax asset	410	1,041	(371)	670	1,080
Deferred tax liability	(1,281)	136	836	972	(309)
Current assets
Trade and other receivables	14,610	(600)	(450)	(1,050)	13,560
Equity
Retained earnings	96,234	577	15	592	96,826

The impact of the restatements on the consolidated statement of comprehensive income are presented below:

	As previously reported 2024 £'000	Impact of restatement - deferred tax £'000	Impact of restatement - current tax £'000	Restated 2024 £'000
Taxation	3,028	(465)	450	3,013

3.   Segment reporting

The Group derives revenue from the delivery of remote monitoring technologies and services to a range of domestic and international customers.

The income streams are all derived from the utilisation of these products and services which, in all aspects except details of revenue, are reviewed and managed together within the Group and as such are considered to be the only segment. The Group operates across three regions: Europe, Asia-Pacific and the Americas, and the Board of Directors monitors revenue on this basis.

Revenue for each of the geographical areas is as follows:

	2025 £'000		2024 £'000
Europe	6,369		7,409
Asia-Pacific	33,657		32,618
Americas	9,701		10,281
	49,727		50,308

Assets and liabilities by segment are not regularly reviewed by the Board of Directors on a monthly basis and are not used as key decision-making tools and are therefore not disclosed here.

Revenues are disaggregated as follows:

	2025 £'000		2024 £'000
Sales of goods	61		119
Delivery of services	49,666		50,189
	49,727		50,308

Information about major customers

Three (2024: two) of the Group's customers individually account for more than 10% of total Group revenue. These customers operate in the criminal justice sector and account for 56% (2024: 44%) of total Group revenue.

Future performance obligations

The amount of a customer contract's transaction price that is allocated to the remaining performance obligations to provide electronic monitoring software, hardware and related support services which has not yet been recognised. Including amounts recognised as contract liabilities and amounts that are contracted but not yet delivered. The transaction price allocated to these performance obligations that are unsatisfied or partially unsatisfied as of 31 December 2025 is £25,215,000 (2023: £24,938,000).

Management expects that £8,338,000 in 2025 (2024: £7,543,000) of the amount allocated to the future performance obligations as of 31 December 2025 will be recognised during 2026. £16,877,000 (2024: £17,395,000) is expected to be recognised as revenue within two to five years. The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

4.   Alternative performance measures

These items are included in normal operating costs of the business but are significant cash and non-cash expenses that are separately disclosed because of their size, nature or incidence. It is the Group's view that excluding them from operating profit gives a better representation of the underlying performance of the business in the year.

	2025 £'000		2024 £'000
Amortisation of acquired intangibles	443		468
Provision for settlement of the incoming court case	38,500		-
Legal costs	8,142		9,021
Foreign exchange loss on repatriation	3,996		-
Acquisition related costs	358		864
Other exceptional costs	880		-
Employer's national insurance refund	-		(1,076)
Total adjusting operating items	52,319		9,277
Share-based payments (credit) / expense	(10,774)		9,692
Total adjusting items and share-based payments before tax	41,545		18,969
Tax effect of adjusting items and share-based payments	(256)		(1,516)
Total adjusting items and share-based payments after tax	41,289		17,453

Amortisation of acquired intangibles

These costs are excluded from the adjusted results of the Group since the costs are non-cash charges arising from investment activities. As such, they are not considered reflective of the core trading performance of the Group.

Provision for settlement of the incoming court case

This amount reflects the settlement payment agreed with incoming claimants after the balance sheet date. Due to its nature, this amount is not considered to be a component of the core trading performance of the Group.

Legal costs

These costs are excluded from the adjusted results of the Group since the costs are not considered reflective of the core trading performance of the Group. Further details on the nature of legal costs are given in the financial review commentary and note 8.

Foreign exchange loss on repatriation

The Group held a significant cash balance in US Dollars at 31 December 2024 in anticipation of a potential US acquisition in early 2025. With the acquisition not proceeding, the cash has now been repatriated. However, the rate moved unfavourably in the period the funds were held in USD, generating a foreign exchange loss of £3,996k. As such, this amount is not considered to be a component of the core trading performance of the Group.

Acquisition related costs

These costs relate to due diligence exploring possible value-enhancing opportunities and are excluded from the adjusted results of the Group since the costs are not considered reflective of the core trading performance of the Group.

Other exceptional costs

These costs, which relate to the substantial changes in Board composition in the year, are excluded as they do not relate to the core trading performance of the Group.

Employer's national insurance refund

A reversal of the previously adopted tax treatment of a share warrant exercised during 2021, which is no longer considered to be an employment related security.

Share-based payments expense

These costs are excluded from the adjusted results of the Group since the costs are non-cash charges arising from recognition of the fair value of share options and other share-based incentives granted to employees of the Group. As such, they are not considered reflective of the core trading performance of the Group.

Tax effect of adjusting items and share-based payments

The tax impact of these adjustments was as follows: amortisation of acquired intangibles of £110,000 (2024: £117,000), share-based payments expense charge of £2,170,000 (2024: £1,399,000 credit), legal costs of £829,000 (2024: £nil), other costs of £176,000 (2024: £nil) and FX on repatriation of £799,000 (2024: £nil).

5.   Taxation

	2025 £'000		2024 £'000 Restated
Current tax
For the financial year	2,964		1,839
Adjustments in respect of prior years	(141)		1,080
Overseas tax payable	287		-
	3,110		2,919
Deferred tax
Origination and reversal of temporary timing differences	(426)		(406)
Adjustments in respect of prior years	-		5
Related to share-based payments	16		495
	(410)		94
Total taxation for the year	2,700		3,013

UK corporation tax is calculated at 25.0% (2024: 25.0%) of the assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

6.   Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

	2025 £'000		2024 £'000 Restated
Profit for the purpose of basic and diluted earnings per share	(23,185)		2,437
Adjustments for:
Adjusting items	52,319		9,277
Share-based payments (credit) / expense	(10,774)		9,692
Tax effect of adjusting items and share-based payments	(256)		(1,516)
Adjusted earnings	18,104		19,890

	2025 No. shares			2024 No. shares
Weighted average number of ordinary shares	299,525,466			293,787,248
Less shares held in Treasury and by the Employee Benefit Trust (weighted average)	(9,797,948)			(4,390,189)
Weighted average number of ordinary shares for the purpose of basic earnings per share	289,727,518			289,397,059
Effect of dilutive potential ordinary shares/share options	-			15,126,768
Weighted average number of ordinary shares for the purpose of diluted earnings per share	289,727,518			304,523,827
Effect of dilutive potential ordinary shares/share options for the purpose of calculating adjusted diluted earnings per share	2,752,684			-
Weighted average number of ordinary shares for the purpose of adjusted diluted earnings per share	292,480,202			304,523,827
Basic earnings per share	2025 Pence		2024 Pence
Basic (loss) / earnings per share	(8.0)		0.8
Adjustments for:
Adjusting items	18.0		3.2
Share-based payments expense	(3.7)		3.3
Tax effect of adjusting items and share-based payments	(0.1)		(0.5)
Adjusted basic earnings per share	6.2		6.8

Diluted earnings per share	2025 Pence		2024 Pence
Diluted (loss) / earnings per share	(8.0)		0.8
Adjustments for:
Adjusting items	18.0		3.0
Share-based payments expense	(3.7)		3.2
Tax effect of adjusting items and share-based payments	(0.1)		(0.5)
Adjusted diluted earnings per share	6.2		6.5

The adjusted earnings per share have been calculated on the basis of profit before adjusting items and share-based payments, net of tax. The tax effect of adjusting items and share-based payments is equal to the deferred tax charge (or credit) recognised in the consolidated income statement for these items. The Directors consider that this calculation gives a better understanding of the Group's earnings per share in the current and prior year.

7.   Cash and cash equivalents

The carrying amounts of the cash and cash equivalents are denominated in the following currencies:

	2025 £'000		2024 £'000
Pounds Sterling	82,620		29
US Dollar	3,915		77,791
Australian Dollar	2,886		8,790
New Zealand Dollar	2,131		8,394
Euro	717		88
Swiss Francs	560		376
Canadian Dollar	346		32
Other currencies	192		230
	93,367		95,730

At 31 December 2025 £nil (2024: £nil) of the Group's cash and cash equivalents are held by the trustees of the Big Technologies plc Employee Benefit Trust in Pounds Sterling.

Net cash

	2025 £'000		2024 £'000
Cash and cash equivalents	93,367		95,730
Lease liabilities	(2,105)		(1,785)
	91,262		93,945

8.   Provisions

Claims against the Group outside of the ordinary course of business

At the balance sheet date the Group continued to defend a claim made against it in the High Court of England and Wales on 22 November 2023 alleging that, at the time of the acquisition of Buddi Limited ("Buddi") by the Company in 2018, certain shareholders in Buddi representing aggregate interests of approximately 7.9% (the "Claimants") were wrongly forced (or induced by misrepresentation) to sell their shares in Buddi and were not given the opportunity to reinvest into Big Technologies (the "Buddi Litigation").

As announced after the year end on 19 January 2026, the Group has reached full and final settlement with the Claimants in respect of the Buddi Litigation in return for payment of £38.5m cash to the Claimants, split with £31.5m payable immediately, and the remaining £7.0m payable in eighteen monthly instalments. The Group has provided for the full £38.5m at 31 December 2025 (2024: nil). The Group had previously provided £35.0m at 30 June 2025 in relation to the Buddi Litigation. £35.8m of the settlement amount will be paid within one year, and £2.7m within one to two years.

The Group has also provided for fees expected to be incurred to settlement of the Buddi Litigation as at 31 December 2025. The total fees provided for in respect of the Buddi Litigation at 31 December 2025 were £0.1m (2024: £6.8m).

Claims against Sara Murray and others

On 31 March 2025, the Group announced that it had issued proceedings against Sara Murray and others in relation to information that had come to light in relation to the Buddi Litigation and other matters (the "SM Proceedings").

As announced on 19 January 2026, the Group has offered that the SM Proceedings be addressed through negotiation (whether via mediation or otherwise) as an alternative route to what will otherwise be protracted litigation.

The Group has provided for legal fees expected to be incurred to settlement of the SM Proceedings at the year end. As at 31 December 2025, the Group had provided for £0.5m in relation to the settlement of the SM Proceedings (2024: £nil).

No amounts potentially recoverable from Sara Murray or others as a result of these proceedings have been recognised.

Other ongoing litigation

The Company and its subsidiaries are, from time-to-time, parties to legal proceedings and claims which arise in the ordinary course of business. The Directors do not anticipate that the outcome of these proceedings and claims will have a material adverse effect on the Group's financial position or on the results of its operations. As at 31 December 2025 the Group has provided £0.5m (2024: £nil) in relation to employment claims raised against the Group.

9.   Share capital

The allotted, called up share capital is made up of 300,944,313 ordinary shares of £0.01 each.

	Note	Number of shares	Share capital	Share premium	Total
			£'000	£'000	£'000
At 1 January 2024		290,650,082	2,907	39,095	42,002
Issue of shares	(ii)	7,918,639	79	-	79
At 31 December 2024		298,568,721	2,986	39,095	42,081
Issue of shares	(i)	2,375,592	23	-	23
At 31 December 2025		300,944,313	3,009	39,095	42,104

(i) During 2025, 2,375,592 shares were issued to satisfy the exercise of the second of three equal tranches of put options under the Growth Share Plan to those employees remaining within the Group with a nominal value unpaid of £23,755.

(ii) During 2024, 7,918,639 shares were issued to satisfy the exercise of the first of three equal tranches of put options under the Growth Share Plan with a nominal value unpaid of £79,186.

10.  Share-based payments

The Group has a number of equity-settled share-based payment arrangements in operation, the details of which are disclosed in the 2025 Annual Report. The schemes were established to reward and incentivise the senior management team and employees to deliver share price growth.

The charge made in respect of share-based payments is as follows:

	2025 £'000		2024 £'000
LTIP	103		26
Growth Share Plan	(10,877)		9,573
Share-based payments (credit) / expense (IFRS 2 charge)	(10,774)		9,599
Other	-		93
Total charge in respect of share-based payments	(10,774)		9,692

11.  Principal risks and uncertainties

The principal risks and uncertainties impacting the Group are described in the 2025 Annual Report. They include: reliance on key customers, failure to manage growth, change in government policy, challenges in expanding the product portfolio, competitor actions, reliance on third-party technology and communication systems, reputational risk, dependence on partners, loss of key personnel, supply chain, product liability, foreign exchange risk, credit risk, business taxation, bid pricing, litigation, cyber security/business interruption, intellectual property/patents and operating in global markets. 

12.  Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this section of the notes.

The Group's other related party transactions were the remuneration of key management personnel. Details of Directors' remuneration for the year are provided in the Remuneration Committee Report of the Annual Report for the year ended 31 December 2025 on page 34.

£50,000 (2024: £100,000) was paid to TFM Developments Ltd, a company of which Sara Murray is a director. The transaction relates to a licence fee paid in respect of a patent owned by the company. The facts and circumstances surrounding the intellectual property in relation to the license fee charged by TFM Developments Ltd is subject to ongoing litigation.

£116,000 (2024: £25,000) was paid to Brennan and Partners Limited, a company controlled by Alexander Brennan for additional fees payable to Alexander Brennan over and above his normal contracted days for his role as Non-Executive Chair of the Company.

13.  Events after the reporting period

On 16 January 2026, the Group entered into a settlement agreement in respect of a claim filed with the High Court in 2023 by shareholders who represented an interest of approximately 7.9% of the share capital of Buddi Limited as at May 2018. The amount of £38,500,000 is included in provisions at the year end date.

 

END