Final Results

KRM22 PLC

13 May 2026

 

KRM22 plc
("KRM22", the "Group" and the "Company")

AUDITED RESULTS STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025

KRM22 plc (AIM: KRM.L), the technology and software company focused on risk management in capital markets, announces its audited results for the year ended 31 December 2025 ("2025", the "Year"). 

Financial highlights

·    Annualised Recurring Revenue (ARR)^[1] as at 31 December 2025 of £7.6m (2024: £6.6m, £6.4m at constant FX rates) - growth of 18.8% at constant FX rates

o  New contracted ARR in 2025 of £1.6m (2024: £1.7m)

·    Total revenue recognised of £7.4m (2024: £6.8m) - growth of 9.9%

·    Adjusted EBITDA profit^[2] of £0.8m (2024: profit of £1.0m)

·    Loss before tax of £2.1m (2024: loss of £1.4m)

·    Gross cash as at 31 December 2025 of £5.2m with net cash of £5.2m (2024: gross cash of £1.0m, net debt of £3.5m)

Operational highlights

·    Successful £9.2m fundraise completed in November 2025 to repay loan with Trading Technologies International, Inc. ("TT"), subsequently making the Company debt free, and provide funding to expand the existing suite of applications to offer multi-asset solutions to the capital markets industry

·    8 new ARR contracts signed in the year including 3 new customers

·    51 institutional customers as at 31 December 2025 including 10 via the relationship with Trading Technologies International, Inc.

·    Risk Manager and Limits Manager application being used by 18 of the top 60 Future Commissions Merchants ("FCMs")

Post year-end events

·    Contractual ARR of £7.6m as at the date of this report at current FX rates with contract wins offset by unfavourable movements in FX rates

·    New contract wins from existing customers extending their use of existing applications and migrating from legacy At-Trade and Post-Trade applications to the Risk Manager application

·    Limits Manager application wins Risk Management Solution of the Year at the FOW International Awards 2026

Dan Carter, CEO of KRM22, commented: "2025 was another successful year for KRM22 with continued growth in ARR and recognised revenue, and importantly, the successful completion of a £9.2m fundraise to materially improve the underlying financial position of the Company and provide the springboard for further growth through the expansion of our existing applications to become a multi-asset market-leading risk technology business."

For further information please contact:

KRM22 plc                                                                                                                                        [e-mail]

Dan Carter, CEO

Kim Suter, CFO

Cavendish Capital Markets Limited (Nominated Adviser and Broker)                                     [phone]

Stephen Keys / Isaac Hooper (Corporate Finance)

Sunila de Silva (ECM)

The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended.  With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

About KRM22 plc

KRM22 is a closed-ended investment company which listed on AIM on 30 April 2018.  The Company has been established with the objective of creating value for its investors through the investment in, and subsequent growth and development of, target companies in the technology and software sector, with a focus on risk management in capital markets.

Through its investments and the Global Risk Platform, KRM22 helps capital market companies reduce the cost and complexity of risk management.  The Global Risk Platform provides applications to help address firms' trading and corporate risk challenges and to manage their entire enterprise risk profile.

Capital markets companies' partner with KRM22 to optimise risk management systems and processes, improving profitability and expanding opportunities to increase portfolio returns by leveraging risk as alpha.

KRM22 plc is listed on AIM and the Group is headquartered in London, with offices in several of the world's major financial centres.

See more about KRM22 at KRM22.com.

CHAIRMAN'S STATEMENT

I am pleased to report on another year of substantial growth for KRM22.

The Company completed an oversubscribed fundraise in November 2025 and is now debt free with substantial funds to invest in new opportunities.  We are in the best financial position since the Company was founded and look forward to seeing the fruits of our forward initiatives in the years ahead.

We are very much looking at creating long-term value for shareholders and regard 2026 as our "investment year" with the Company benefiting from this investment in 2027 and beyond.  We are adding appropriate resource to support our expanding client base and the expansion of our applications into different asset classes, upgrading our sales team, product development professionals and technology innovation, as well as closing technical debt and ensuring IT security.

Global events have generated market volatility, and whilst sales cycles are often extending, the need for our Limits Manager, Risk Manager, Surveillance Manager and Control Manager applications by clients of all types has never been greater.  We are providing state of the art risk management systems to major financial institutions for whom these applications address the existential risks to their business.

I want to congratulate the entire KRM22 team globally for another year of progress, and to recognise their continued hard work and loyalty to the Company.  I look forward to further growth, continued increase in revenue in 2026, and further expansion of our client base and pipeline of sales opportunities.

Many thanks to our loyal clients, most of whom are now contracted with us on multi-year deals, reflecting the partnership between them and KRM22.

With a strong financial foundation in place, KRM22 is now well positioned to expand its risk management applications into comprehensive multi-asset solutions for the capital markets industry, and I look forward to the benefits this will deliver throughout 2026 and beyond.

Garry Jones

Non-Executive Chairman

CEO'S REPORT

2025 stands as the most pivotal in KRM22's evolution, redefining our strategic position and setting the foundation for accelerated growth ahead.  Beyond delivering another year of strong operational progress, we took the strategic steps necessary to prepare the Company for the next phase of its growth.  We advanced our product suite, broadened our market presence and materially strengthened our financial position.  These actions collectively mark 2025 as a transformative year for KRM22 and a key milestone in our mission to deliver modern, integrated risk management solutions to the capital markets.

Despite continued macro‑economic volatility and uneven market activity during the year, we remained focused on disciplined execution and sustained investment in our strategy.  Our ability to deliver 18.8% Annual Recurring Revenue ("ARR") growth at constant FX rates, secure £1.6m in new contracted ARR and, perhaps most importantly, successfully completing a transformative £9.2m fundraise, reflects both the resilience of our business and the strength of our long‑term vision.

With a market increasingly moving towards multi‑asset risk platforms and integrated workflows, KRM22 is exceptionally well‑positioned to lead the next generation of risk technology solutions for capital markets firms globally.

Continued revenue growth

KRM22 delivered another year of meaningful financial progress.  ARR increased to £7.6m as at 31 December 2025, up from £6.6m a year earlier (£6.4m at constant FX rates), representing 18.8% growth at constant FX rates.  New contracted ARR of £1.6m for the year demonstrates ongoing demand across both new and existing customers and is broadly consistent with the record £1.7m achieved in 2024.

Total revenue recognised grew to £7.4m, an 9.9% year‑on‑year increase, supported by expanding customer adoption across our Risk Manager and Limits Manager applications.  Notably, we continued to deliver strong sales execution across the trading risk suite, reinforcing our belief that we are building the emerging industry standard for risk management.

A key milestone for the year was the strengthening of our balance sheet.  Following the successful fundraise completed in November 2025, together with continued operating discipline, we closed the year with gross and net cash of £5.2m, a substantial improvement from the prior year's net debt position of £3.5m.

Our customer base has continued to expand.  We closed eight new ARR contracts during the year, including three entirely new customers, bringing our total institutional customers to 51, with 10 of these relationships stemming from our strategic partnership with Trading Technologies International, Inc. ("TT").  Importantly, 18 of the top 60 Future Commission Merchants ("FCMs") now rely on our Risk Manager and Limits Manager applications - a strong validation of the market shift towards modern risk platforms.

Supporting growth through strategic investment

In November 2025 we completed a £9.2m fundraise, an incredibly important strategic event.  This raise enabled us to settle the convertible loan facility provided by TT, strengthen the Company's financial flexibility and eliminating cost constraints which we feel has restricted our ability to expand beyond the existing asset class serviced by our applications.  Beyond deleveraging the balance sheet, the fundraise creates capacity for disciplined investment into the next phase of our product roadmap.

This investment will accelerate the expansion of our applications to support multi‑asset coverage, ensuring that our risk management suite evolves in line with the needs of global trading and clearing firms.  With firms increasingly demanding cross‑asset transparency, integrated workflows, and consistent risk controls across all trading activity, we view multi‑asset capabilities as a critical driver of our medium‑term growth.

We are investing across every part of the business, adding high‑calibre talent to strengthen our product, technology and commercial capabilities.  This includes new Product Managers for both Control Manager (previously the Risk Cockpit) and Surveillance Manager.  The Control Manager Project Manager role has been filled by a long‑standing external user of the application, bringing unparalleled insight directly into our product development and marketing of the application.  We have expanded our engineering capacity with additional site reliability engineers and developers.  To support our growing international footprint, especially in the APAC region, we have added additional Client Services resource in Singapore whilst also adding more Technical Account Managers to ensure we maintain the high‑touch service our customers expect as our platform adoption continues to accelerate.  We have expanded our commercial reach with new Sales and Marketing resource to support our expansion into multi‑asset classes.

Our operational performance remained solid throughout the year.  While adjusted EBITDA of £0.8m was slightly lower than 2024, we continued to operate profitably while prioritising targeted investment in product development and revenue‑generating capabilities.  The balance between disciplined cost management and strategic reinvestment remains central to our long‑term plan.

Application developments

Our product strategy remains focused on delivering highly integrated, modern risk and surveillance capabilities that enable firms to better understand, control, and govern their trading activity.

During the year, Risk Manager and Limits Manager continued to gain traction, particularly with top‑tier FCMs who increasingly view these applications as essential infrastructure.  The adoption of our applications by 18 of the top 60 FCMs demonstrates the meaningful shift underway in the industry as firms phase out legacy risk technology in favour of modern, real‑time solutions.

We also continued to enhance our market surveillance offering through our strategic partnership with TT, which remains an important channel for future growth.  With the new surveillance application now fully integrated into the TT ecosystem, we expect further commercial momentum in 2026 and beyond.

Post year‑end, our Limits Manager application received significant external recognition, winning Risk Management Solution of the Year at the FOW International Awards 2026 - a clear validation of our continued product innovation and leadership.

Following completion of the fundraise, we are now investing in a proactive outbound marketing strategy designed to increase brand visibility and drive more qualified opportunities into our sales funnel.  This includes targeted LinkedIn campaigns aimed at a clearly defined audience of decision‑makers within our addressable market, supported by tailored video content that highlights KRM22's value proposition and showcases each of our applications.  These initiatives represent an important step in elevating our market presence and creating sustained top‑of‑funnel momentum to support our growing commercial efforts.

Wider capital markets trends

Risk management continues to be a central area of focus for capital markets firms.  With sustained regulatory scrutiny, increasing operational complexity, and the ongoing evolution of electronic trading, firms are prioritising investment in robust, flexible, and integrated risk systems.

Legacy technology simply cannot meet the needs of today's market structure, particularly as more markets move towards 24/7 trading.  Firms are increasingly seeking multi‑asset solutions, real‑time analytics, comprehensive audit trails, and efficient workflow automation, all capabilities available within KRM22's platform design and strategic focus.

The global SaaS risk management market remains a large opportunity, and our growing presence within the FCM community, alongside our strong partnership with TT, positions us well to capture a meaningful share of this expanding landscape.

Outlook

2025 was a year of strategic progress, operational execution, and strengthened financial foundations.  With ARR increasing to £7.6m, positive adjusted EBITDA, a vastly improved balance sheet, and the successful execution of a major fundraise, KRM22 enters 2026 from a position of confidence and momentum.

While we have experienced some delays in conversion of the sales pipeline with only £0.1m of new contractual ARR signed since the start of 2026, the delays have been driven by extended vendor onboarding and internal governance processes; a reflection of heightened market volatility following the geopolitical uncertainty in the Middle East, with many firms prioritising their core trading and risk operations.  New projects and initiatives by these firms are not being withdrawn with clients and prospects remaining highly engaged.  The demand for our solutions remains strong and the quality of the sales pipeline opportunities across both direct and TT-supported sales channels continues to be robust.

With the market increasingly recognising the value of our integrated, award‑winning platform, together with a strengthened financial position, the Board and I remain confident in KRM22's strategy and its ability to deliver sustained progress toward becoming a cash‑generative, profitable, multi‑asset market‑leading risk technology business.

Dan Carter

CEO

CFO'S REPORT

2025 was a continuation of the financial momentum reported in the prior year with significant growth in total revenue recognised, ARR, and importantly, a significant improvement in the net cash position of the business following the successful fundraise completed in November 2025.  KRM22 is now debt free as it looks to utilise the capital raised from the fundraise to expand its existing suite of applications to offer multi-asset solutions to the capital markets industry.

There was growth of 9.9% in total revenue recognised to £7.4m from £6.8m reported for the year ended 31 December 2024.  ARR increased to £7.6m as at 31 December 2025, up from £6.6m at 31 December 2024 (£6.4m at constant FX rates) - a year-on-year increase of 18.8% at constant FX rates.  The growth in ARR and continued management of the underlying cost base of the business, together with the £9.2m gross fundraise completed, contributed to a closing cash balance of £5.2m (2024: £1.0m).

Income Statement

Total revenue

Revenue recognised for the year to 31 December 2025 was £7.4m (2024: £6.8m), an increase of 9.9% compared with the prior year, with 95.0% (2024: 92.2%) of total revenue generated from recurring customer contracts.  Non-recurring revenue for the year ended 31 December 2025 totalled £0.4m (2024: £0.5m) and related principally to customer implementations and product development work.

Recurring revenue

ARR is a key metric and KPI for KRM22 and, using constant FX rates, as at 31 December 2025 ARR had increased by 18.8% to £7.6m (2024: a net increase of 22.2% to £6.6m), a net increase of £1.2m (2024: net increase of £1.2m) at constant FX rates.

New contracted ARR in the year totalled £1.6m (2024: £1.7m) of which £0.2m (2024: £0.7m) was from new customers, primarily for the Risk Manager application, and £1.4m (2024: £1.0m) was generated from existing customers.  Of the £1.4m of new ARR generated from existing customers, £0.9m was derived from existing customers purchasing additional applications and £0.5m was contractual renewals for existing applications, with increases in ARR value and extensions of contractual length.

The amount of ARR generated through partner products and services, primarily through data and news feeds, with minimal margin to KRM22, accounted for 4.4% (2024: 4.2%) of total ARR at 31 December 2025.

Gross profit

Gross profit for the year to 31 December 2025 was £5.8m (2024: £5.6m).  There was a decrease in gross profit margin to 78% compared to the prior year margin of 83%.  The reduction in gross margin was a result of additional investment in AWS hosting infrastructure costs and sales commission payable to TT in connection with new ARR contracts executed in the year.

Capitalised development

A total of £1.1m (2024: £1.1m) of development was capitalised in the year to 31 December 2025.  Capitalised development is amortised over three years.

Adjusted EBITDA

Adjusted EBITDA is the key metric that the Company considers when understanding the cash-profitability of the business.  This is due in particular to the non-cash items that impact the Income Statement under IFRS accounting, such as non-cash share-based payment charges and one-off cash items such as Group reorganisation costs.

Adjusted EBITDA for the year to 31 December 2025 was a profit of £0.8m (2024: profit of £1.0m). 

A reconciliation of Adjusted EBITDA profit to the reported operating loss is provided as follows:

	2025 £'m	2024 £'m
Adjusted EBITDA profit	0.8	1.0
Depreciation and amortisation	(1.2)	(1.2)
Group restructure costs	-	(0.6)
Loss on extinguishment of debt	(0.1)	-
Unrealised foreign exchange loss	(0.9)	0.0
Funding and debt related expenses	(0.1)	-
Shared-based payment expense	(0.1)	(0.1)
Operating loss	(1.6)	(0.9)

Operating loss

Reported operating loss for the year to 31 December 2025 was £1.6m (2024: loss of £0.9m) and included unrealised foreign exchange losses of £0.9m, which was primarily driven by the movement in GBP:US$ FX rates in the year, and costs and charges of £0.2m related to the fundraise and debt extinguishment.

Finance charges

Net finance expense in the year was £0.6m (2024: £0.5m) and primarily related to loan interest paid on the Convertible Loan with the balance of the Convertible Loan settled in November 2025.

Taxation

The tax credit in the year was £0.1m (2024: credit of £0.1m) which includes a £0.1m (2024: £0.1m) R&D tax credit received. 

Financial position

Assets

The cash balance as at 31 December 2025 was £5.2m (2024: £1.0m).

Current assets at 31 December 2025 include trade and other receivables of £1.3m (2024: £0.7m). 

Non-current assets were £5.5m (2024: £5.6m) relating principally to: £3.4m for goodwill and assets acquired (2024: £4.0m) and £2.0m (2024: £1.6m) for capitalised development costs.

Liabilities

As at 31 December 2025, KRM22's principal liabilities were:

·    £5.0m of deferred revenue (2024: £2.8m); contracted and paid services that will be released in a future period.

·    £0.3m (US$0.3m) deferred consideration for earn out payments for the acquisition of Object+.  The deferred consideration can be satisfied in either cash or Company Ordinary Shares in KRM22 at the Company's discretion.

·    £0.2m (US$0.3m) for the right of use assets relating to all future payments of leased-office rentals under IFRS16 'Leases' whereby such lease payments are provided for at today's value.  At 31 December 2025, KRM22 did not have any leased-office rentals remaining under IFRS16 however the liability relates to an office lease that expired in 2022.

Investors

As an AIM quoted business, a large proportion of KRM22's shareholders are professional investment funds.  In addition, the Directors together owned 5,585,978 shares at the year end, representing 9.4% of the Company's issued share capital.

Funding

On 7 November 2025, the Company raised gross proceeds of £9.2m in equity funding through a subscription and placement of 23,112,500 new shares at 40 pence per share (the "Fundraise").  The proceeds from the Fundraise were used to settle the Convertible Loan with TT and to leave a balance of approximately £3.0m to fund the Company's next phase of growth through the expansion of KRM22's existing suite of applications into different asset classes.

Use of cash in the year

The net cash inflow in the year was £4.2m, which included the £9.2m gross proceeds from the Fundraise completed in November 2025.  After accounting for Fundraise transaction costs and settlement of the Convertible Loan, the net amount received from the Fundraise was £3.0m.  Excluding the net Fundraise receipt of £3.0m, the net cash inflow for the year was £1.2m, with the Company benefiting from over 70% of ARR receipts being invoiced annually in advance.  Expenditure on capitalised development in the year of £1.1m was consistent with the prior year.

Going concern

The financial statements have been prepared on a going concern basis based on a range of cashflow forecasts and scenarios covering a period of at least twelve months from the date of this report.  The time to close new customers and the value of each customer, which are deemed individually as high value and low volume in nature, is key to the forecast being achieved.  Further analysis of KRM22's going concern position is detailed in note 2 (notes to the financial information).

Shareholdings and Earnings per share

As at 31 December 2025, KRM22 had 59,316,219 shares in issue and this was also the undiluted weighted average number of shares for the period.  The resulting Earning per Share ("EPS") is a 5.1p loss per share (2024: loss of 3.6p).  Due to the loss made by the Company in the year, the diluted EPS is the same as EPS.

Conclusion

The continued momentum in financial performance in 2025, with sustained ARR growth at an average of 20% year-on-year over the last two years, and total revenue recognised increasing by 9.9% compared with 2024 is demonstration that KRM22 is making good progress on its journey to becoming a cash generative and profitable business.  The Fundraise completed in November 2025, and the settlement of the Convertible Loan, has helped strengthen the financial position of KRM22 and provides funding for the structured growth and expansion of our existing suite of applications into different asset classes whilst also removing the interest burden and restrictive covenants associated with a debt facility.

Kim Suter

CFO

Consolidated income statement and statement of comprehensive income

for the year ended 31 December 2025

	Note	2025 £'000	2024 £'000
Revenue Cost of sales	3	7,439 (1,654)	6,769 (1,167)
Gross profit Other operating income Administrative expenses		5,785 - (7,371)	5,602 84 (6,566)
Operating profit before interest, taxation, depreciation, amortisation, share based payment and exceptional items ('Adjusted EBITDA')		783	976
Depreciation and amortisation		(1,201)	(1,225)
Group reorganisation costs		-	(561)
Loss on extinguishment of debt (net)		(134)	-
Unrealised foreign exchange loss		(883)	(13)
Funding and debt related expenses		(48)	-
Share based payment charge		(103)	(57)
Operating loss		(1,586)	(880)
Finance charge (net)		(557)	(547)
Loss before taxation		(2,143)	(1,427)
Taxation credit		117	133
Loss for the year		(2,026)	(1,294)
Loss for the year attributable to:
Equity shareholders of the parent		(2,026)	(1,294)
		(2,026)	(1,294)
Other comprehensive income Item that may be reclassified subsequently to profit and loss:
Exchange gain/(loss) on translation of foreign operations		648	(145)
Total comprehensive loss for the year		(1,378)	(1,439)
Total comprehensive loss for the year attributable to:
Equity shareholders of the parent		(1,378)	(1,439)
		(1,378)	(1,439)
Loss per ordinary share
Basic losses per share                                                                                                          4		(5.1p)	(3.6p)
Diluted losses per share                                                                                                     4		(5.1p)	(3.6p)

Consolidated statement of financial position

at 31 December 2025

Note	2025 £'000	2024 £'000
Non-current assets
Goodwill                                                                                                                                     5	3,430	3,485
Other intangible assets                                                                                                        5	2,015	2,128
Property, plant and equipment	14	19
	5,459	5,632
Current assets
Trade and other receivables	1,287	773
Cash and cash equivalents	5,186	1,035
	6,473	1,768
Total assets	11,932	7,400
Current liabilities
Trade and other payables	6,225	4,218
Lease liabilities	233	249
Loans and borrowings	-	774
Derivative financial liability	307	209
	6,765	5,450
Net current liabilities	(292)	(3,682)
Non-current liabilities
Loans and borrowings	-	4,039
Deferred tax liability	93	145
	93	4,184
Total liabilities	6,858	9,634
Net assets/(liabilities)	5,074	(2,234)
Equity
Share capital	5,932	3,596
Share premium	27,311	20,737
Merger reserve	(190)	(190)
Convertible debt reserve	-	327
Foreign exchange reserve	389	(259)
Share-based payment reserve	2,826	2,723
Retained deficit	(31,194)	(29,168)
Total equity	5,074	(2,234)

Consolidated statement of cash flows

for the year ended 31 December 2025

	2025 £'000	2024 £'000
Cash flows from operating activities
Loss for the year	(2,026)	(1,294)
Adjustments for:
Tax credit	(117)	(133)
Net finance expense	557	547
Amortisation of intangible assets	1,194	1,081
Depreciation of property, plant and equipment and right of use assets	7	144
Loss on extinguishment of debt	134	-
Losses on foreign exchange	883	13
Equity-settled Share-based payment charge	103	57
Income taxes received	81	97
	816	512
(Increase)/decrease in trade and other receivables	(554)	409
Increase in trade and other payables	2,116	502
Net cash flows from operating activities	2,378	1,423
Cash flows from investing activities
Purchase of intangible assets	(1,143)	(1,148)
Purchase of property, plant and equipment	(6)	(7)
Net cash used in investing activities	(1,149)	(1,155)
Cash flows from financing activities
Net proceeds from share issue *	6,882	-
Costs of the issue of shares	(542)	-
Lease payments principal	-	(119)
Lease payments interest	-	(3)
Repayments of borrowings and interest	(3,380)	-
Net cash from financing activities	2,960	(122)
Net increase in cash and cash equivalents	4,189	146
Cash and cash equivalents at beginning of year	1,035	886
Effect of foreign exchange rate changes	(38)	3
Cash and cash equivalents at end of year	5,186	1,035

* The Company raised gross proceeds of £9.2m from the issue of new shares, of which £2.3m was received by way of a partial conversion of the Convertible Loan with the balance of £6.9m received in cash.

Consolidated statement of changes in equity

for the year ended 31 December 2025

	Ordinary shares	Share premium	Merger reserve	Convertible debt reserve	Foreign exchange reserve	Share based payment reserve	Retained losses	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	3,567	20,517	(190)	327	(114)	2,945	(28,153)	(1,101)
Loss for the year	-	-	-	-	-	-	(1,294)	(1,294)
Other comprehensive gain	-	-	-	-	(145)	-	-	(145)
Total comprehensive gain/(loss)	-	-	-	-	(145)	-	(1,294)	(1,439)
Allotment of share capital	29	220	-	-	-	-	-	249
Share-based payments	-	-	-	-	-	(222)	279	57
At 31 December 2024	3,596	20,737	(190)	327	(259)	2,723	(29,168)	(2,234)
Loss for the year	-	-	-	-	-	-	(2,026)	(2,026)
Other comprehensive gain	-	-	-	-	648	-	-	648
Total comprehensive gain/(loss)	-	-	-	-	648	-	(2,026)	(1,378)
Convertible debt option	-	-	-	(327)	-	-	-	(327)
Allotment of share capital	2,336	6,574	-	-	-	-	-	8,910
Share-based payments	-	-	-	-	-	103	-	103
At 31 December 2025	5,932	27,311	(190)	-	389	2,826	(31,194)	5,074

Notes to the financial information

1.       Accounting basis

The financial information set out in this document does not constitute the Group's statutory accounts for the years ended 31 December 2024 or 2025.  Statutory accounts for the years ended 31 December 2024 and 31 December 2025, which were approved by the Directors on 12 May 2026, have been reported on by the Independent Auditors.  The Independent Auditor's Reports on the Annual Report and Financial Statements for each of the years ended 31 December 2024 and 2025 were unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.  For the year ended 31 December 2024, the Auditor's Report did draw attention to a material uncertainty in respect of going concern.

Statutory accounts for the year ended 31 December 2024 have been filed with the Registrar of Companies.  The statutory accounts for the year ended 31 December 2025 will be delivered to the Registrar of Companies in due course and will be posted to shareholders shortly, and thereafter will be available from the Company's registered office at 8^th Floor, Capital House, 84 - 86 King William Street, London, EC4N 7BL and from the Company's website: https://krm22.com/investors/.

The financial information set out in these results has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations in conformity with the requirements of the Companies Act 2006.  The accounting policies adopted in these results have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the financial statements for the year ended 31 December 2025, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2024.  There are deemed to be no new standards, amendments and interpretations to existing standards, which have been adopted by the Group, that have had a material impact on the financial statements.

The Group's financial information has been presented in Pounds Sterling (GBP).  Amounts are rounded to the nearest thousand, unless otherwise stated.

2.       Going concern

These financial statements have been prepared on the going concern basis.  The Directors have reviewed KRM22's going concern position taking into account of its current business activities, budgeted performance and the factors likely to affect its future development, which are set out in this Annual Report, and include KRM22's objectives, policies and processes for managing its capital, its financial risk management objectives and its exposure to credit and liquidity risks.

The Directors have undertaken a significant assessment of the cashflow forecast covering a period of at least twelve months from the date of approval of the financial statements.  Cashflow forecasts have been prepared based on a range of scenarios including, but not limited to, existing customer churn at different churn rates, no new contracted sales revenue, delayed sales and a combination of these different scenarios.

Having assessed the sensitivity analysis on cashflows, the key risks to KRM22 remaining a going concern is existing customers paying on payment terms and within 45 days of invoice, customer churn or up to 10%, conversion of some of the sales opportunities that are currently at contract negotiation stage and maintaining control of the cost base.

The time to close new customers and the value of each customer, which are deemed individually as high value and low volume in nature, is key to the forecast being achieved.  However, given KRM22's forecast, visible sales pipeline, and working capital needs, the Directors have considered it appropriate to prepare the financial statements on a going concern basis and the financial statements do not include the adjustments that would be required if KRM22 were unable to continue as a going concern.

3.       Segmental reporting

The Board of Directors, as the chief operating decision maker in accordance with IFRS 8 Operating Segments, has determined that KRM22 have identified two areas of risk management as operating segments, together with a third segment where the two areas of risk management are not easily separable, however for reporting purposes into a single global business unit and operates as a single operating segment, as the nature of services delivered are common.

The internal management accounting information has been prepared in accordance with IFRS but has a non-GAAP 'Adjusted EBITDA' as a profit measure for the overall group.  This amount is reported on the face of the income statement.

KRM22's revenue from external customers and information about its non-current assets, excluding deferred tax, by geography is detailed below:

		Revenue 2025	Non-current assets 2025	Revenue 2024	Non-current assets 2024
		£'000	£'000	£'000	£'000
	UK	2,862	921	2,418	2,200
	Europe	738	1,376	692	1,333
	USA	3,478	3,162	3,315	2,099
	Rest of world	361	-	344	-
	Total	7,439	5,459	6,769	5,632

The Directors consider that the business has two areas of risk management: Trading Risk and Corporate Risk as is described in the Strategic Report.  Within these segments, there are two revenue streams with different characteristics, which are generated from the same assets and cost base.

One customer generated more than 10% of total revenue recognised during the year ended 31 December 2025.  The total revenue received from this customer was £1.0m (2024: £1.2m) and is included within the USA segment.  The same customer was the only customer which generated more than 10% of revenue in the year ended 31 December 2024.

Non-current assets include goodwill and intangible assets recognised on consolidation and are classified by reference to the geographical location of the KRM22 group company which initially acquired the acquiree.

Recurring revenue is recognised over the period of time and non-recurring revenue is recognised at a point in time.

		2025	2024
		£'000	£'000
	Recurring revenue	7,069	6,239
	Non-recurring revenue	370	530
	Total revenue	7,439	6,769

		2025	2024
		£'000	£'000
	Trading Risk	4,189	3,359
	Corporate Risk	2,903	3,002
	Multiple Risk	60	60
	TT platform	287	348
	Total	7,439	6,769

4.       Loss per share

Basic earnings per share is calculated by dividing the loss attributable to the equity holders of KRM22 by the basic weighted average number of shares in issue during the year.

KRM22 has dilutive ordinary shares, this being warrants, restricted stock awards and share options granted to employees.  As KRM22 has incurred a loss in the year, the diluted loss per share is the same as the basic earnings per share as the loss has an anti-dilutive effect.

		2025	2024
		£'000	£'000
	Loss for the year attributable to equity holders of the parent	(2,026)	(1,294)
	Basic weighted average number of shares in issue	39,567,346	35,815,256
	Diluted weighted average number of shares in issue	51,775,192	46,318,047
	Basic and diluted loss per share	(5.1p)	(3.6p)

5.       Intangible assets

		Goodwill on consolidation £'000	Acquired software & related assets £'000	Capitalised development costs £'000	Total £'000
Cost
At 1 January 2025		7,772	2,880	5,513	16,165
Additions		-	-	1,143	1,143
Foreign exchange movements		(165)	(39)	(33)	(237)
At 31 December 2025		7,607	2,841	6,623	17,071
Accumulated amortisation
At 1 January 2025		4,287	2,384	3,881	10,552
Amortisation for the year		-	122	1,069	1,191
Foreign exchange movements		(110)	13	(20)	(117)
At 31 December 2025		4,117	2,519	4,930	11,626
At 31 December 2024		3,485	496	1,632	5,613
At 31 December 2025		3,430	322	1,693	5,445

6.       Events after the reporting date

On 7 January 2026, the Company paid US$0.2m as consideration for a partial settlement of the deferred consideration payable in respect of the historical acquisition of Object+ Holding B.V.

7.       Cautionary statement

This document contains certain forward-looking statements relating to KRM22.  KRM22 considers any statements that are not historical facts as "forward-looking statements".  They relate to events and trends that are subject to risk and uncertainty that may cause actual results and the financial performance of the Company to differ materially from those contained in any forward-looking statement.  These statements are made by the Directors in good faith based on information available to them and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

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[1] Annualised Recurring Revenue (ARR) is the value of contracted Software-as-a-Service (SaaS) revenue normalised to a one year period and excludes one-time fees.

[2] Adjusted EBITDA is the reported profit for the year, adjusted for recurring non-monetary costs including depreciation, amortisation, unrealised foreign exchange loss and share-based payment charge and non-recurring costs, both monetary and non-monetary, including Company reorganisation costs, loss on extinguishment of debt and funding and debt related costs.

 

END