Final Results

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

  29 June 2026

 

ACUITY RM GROUP PLC

Final results for the year ended 31 December 2025

 

 

Acuity RM Group plc (AIM: ACRM), the software group focused on cybersecurity risk management, is pleased to announce its final audited results for the year ended 31 December 2025.

 

Highlights

 

Revenue stable at £2.1m (2024: £2.1m), of which 86% was from subscriptions and 14% from consultancy services.

 

£1.9m of contracted future revenue at year end, which had risen to £2.1m at the end of Q1 2026 providing near-term revenue visibility

 

33% reduction in administrative costs, leading to a significant improvement in trading performance with operating losses reduced to £194,000 (2024: loss of £1,076,000)

 

Recently announced placing, directors’ subscription and oversubscribed retail offer will provide £453,000 (before expenses) of additional funding for product development, sales & marketing investment, and working capital.

 

Significant product developments:

 

Vendor Management Hub software launched in autumn 2025, which transforms vendor assessments into automated workflows, delivering faster onboarding and improved supply chain visibility

 

STREAM® Cloud software launched in March 2026, expanding addressable market into the private sector mid-market

 

AI-native Risk OS product in development, with detailed research completed and illustrative prototype built, and launch planned for Q4 2026

 

 

David Rajakovich, Chief Executive, commented on the results:

"2025 was a year of disciplined execution and meaningful strategic progress. We held revenue stable at £2.1 million while reducing administrative costs by a third, which transformed our trading performance and cut operating losses to £194,000 from over £1 million the prior year. Importantly, we entered the new year with £1.9 million of contracted future revenue, since grown to £2.1 million by the end of the first quarter, giving us strong near-term visibility.

The first half of 2026 has built on that foundation. The launch of STREAM® Cloud in March 2026 has broadened both our capability and our addressable market, taking us into the private sector mid-market for the first time. We’ve unlocked partnerships as a strong distribution channel. Alongside this, our recent fundraise of £453,000, including an oversubscribed retail offer, reflects the confidence of our shareholders and provides the resources to invest in the new Risk OS software, and strengthen our sales and marketing efforts.

Looking ahead, we are particularly excited about our AI-native Risk OS software, which will represent where cyber risk management is going rather than where it is now. We’re determined to capture the opportunity to lead a growing cyber GRC market segment.”

 

For further information please contact:

 

Acuity RM Group plc Angus Forrest, Chairman David Rajakovich, Chief Executive Duncan Harper, Finance Director	020 3582 0566 www.acuityrmgroup.com
Zeus Capital (NOMAD & Joint Broker) Mike Coe / James Bavister	020 3829 5000 www.zeuscapital.co.uk
AlbR Capital (Joint Broker) Lucy Williams / Duncan Vasey	020 7469 0936 www.albrcapital.com
Clear Capital Markets Limited (Joint Broker) Bob Roberts	020 3869 6080 www.clearcapitalmarkets.co.uk

 

 

Strategic Report

Chairman’s statement

 

I am delighted the results of the Group reflect the effort and focus on improving the financial performance. The Group offers a leading cyber security risk management platform that provides users with instant information to manage and protect their enterprise’s operations.

The new management led by David Rajakovich has made much progress:

Focus on the cyber security sector of the Governance Risk Compliance (GRC) market where the Group has its roots and a strong and sustainable competitive advantage, as well as blue chip reference customers.

 

Management with determination to succeed at all levels with every team member understanding their targets, responsibilities and requirement to deliver.

 

Financial performance – each item of expenditure has to be justified, with non-performing spending modified or eliminated – the administrative expenses have been cut by over 30% so far with further savings as long term contracts expire.

 

Product developments – a new product Vendor Management Hub (“VMH”) was successfully launched. It is an entry level product allowing users to better manage the risks associated with suppliers linked to their systems. The development of a new version of STREAM  took longer than expected and the full roll out was postponed until March 2026.

There has been significant progress, the overhead reduction has resulted in the Group making an operating profit in the fourth quarter of the financial year. The next steps are winning new business to grow revenues and generate cash, in turn using that cash to invest in the business and its growth.

In 2025 there were several high-profile cyber security incidents featuring major British retailers and manufacturers, these increased the awareness of the risks, effects on an organisation, and costs associated with cyber breaches. In turn this is positively impacting the market for cyber security products, services and related activities such as insurance cover.

We believe that Acuity’s portfolio of products serve an increasing portion of the market from the top end to the middle with products that provide real improvements in protection.

There is more detail about the business and its activities in the Chief Executive’s report which follows this statement.

Board and employment

I welcome Duncan Harper who joined the Board as Finance Director in November. Duncan has considerable experience as Finance Director of another AIM business. Most recently he was Finance Director of a large regional law firm whose revenues and profits doubled during his tenure.

I would like to thank our employees for their loyalty over the past year which has seen twelve months of significant change as the business was refocused. Also, the Board members for their dynamism, vision and ideas to improve the business for the future. We acknowledge the contribution of suppliers, customers and partners. Finally, shareholders who have been so supportive and we plan to deliver improving financial performance which should increase shareholder value.

Outlook

The cyber security market is growing and Acuity Risk Management has an increasing range of high-performance products. It is developing and launching a new product incorporating AI which should be technically ahead of competitors’ products and has features which will make the Group’s suite of products more attractive to partners so expanding market opportunity.

Angus Forrest

Non-Executive Chairman

27 June 2026

Chief Executive’s statement

Overview

2025 was a year of significant transformation for Acuity. While revenues remained stable at £2.1 million, in line with 2024, the real story of 2025 is one of disciplined cost management, strategic focus and operational improvement. These efforts resulted in a marked improvement from the £1.3 million loss reported in 2024.

The Board took decisive action throughout the year to right-size the cost base and help the business operate sustainably while investing in the capabilities needed to drive future growth. We sharpened our strategic focus on cyber security, where we see the greatest opportunity to create long-term shareholder value.

Financial performance

Key performance indicators	2025 £’000	2024 £’000
Revenue	2,099	2,132
Administrative expenses	(2,018)	(3,007)

Revenues for the year were £2.1 million (2024: £2.1 million). Whilst flat year on year, this should be viewed in the context of a period of considerable restructuring. Importantly, we achieved this revenue level with a significantly reduced cost base, demonstrating greater efficiency across the organisation.

Administrative expenses were reduced from £3.0 million in 2024 to £2.0 million in 2025, a reduction of a third. By the fourth quarter, the annualised administrative expenses run rate had been brought down further to approximately £1.8 million. Further reductions in the cost base will be realised in the first quarter of 2026. These measures, combined with stable revenues, enabled the Group to deliver a very significantly reduced loss for the year and to achieve an operating profit in the fourth quarter. This is a significant milestone and demonstrates that the business has reached a sustainable foundation from which to grow.

At the year end, the Group had approximately £1.9 million of forward contracted revenue, providing a solid base entering 2026.

Strategic progress

During 2025, we undertook a thorough review of the business and made a number of important strategic decisions. We sharpened our focus on the cyber security Governance, Risk and Compliance (“GRC”) market, where we believe our STREAM platform and complementary products are well positioned to serve a growing customer need. Each product targets a unique but related customer segment.

We improved the calibre of talent across the organisation and began the process of instilling a performance-based culture. Streamlined decision-making and a leaner team have increased our agility and ability to respond to market opportunities.

Our go-to-market strategy was refined into two clear channels: direct sales to mid-market companies, particularly those in regulated industries seeking to achieve and maintain cyber security certifications; and sales to larger enterprises and government agencies, predominantly through alliance partners.

Products and innovation

Product development was a key area of investment during the year. Our STREAM Classic product continues to serve customers well in the public sector and defence, where it remains one of the few on-premise solutions available to this segment. We upgraded the STREAM user experience significantly, positioning it well for the next phase of commercial growth.

The launch of Vendor Management Hub (“VMH”) showcased our upgraded technical capabilities. We built this new product efficiently to fulfil a need for former Rizikon customers. VMH automates security questionnaires based on supplier type and risk level. VMH has already secured its first customers, including an important defence contractor, and has been made available on the Amazon’s AWS Marketplace, expanding our routes to market. The speed with which VMH was developed and brought to market demonstrates our growing capabilities in rapid, and high quality, product delivery – an important capability in the AI era.

By the year end, development was well advanced on STREAM Cloud, a new cloud-based version of STREAM designed for commercial customers in highly regulated industries. STREAM Cloud represents a step forward in ease of use and will facilitate faster customer onboarding, reduced manual intervention and an improved experience for both customers and alliance partners. STREAM Cloud has now launched as of March 2026.

Sales, marketing and partnerships

We made meaningful progress in developing our sales and marketing capabilities during the year. We invested in improving the technical performance of the Acuity Risk Management website, laying the foundation for improved visibility in AI-driven search, an emerging channel known as AI Engine Optimisation (“AEO”). We also significantly increased our presence on LinkedIn, resulting in greater engagement and awareness of our brand and products.

On the partnerships front, we made progress across a number of strategic relationships. We continued to develop our work with major defence contractors and consultancies, and initiated a programme of outreach to mid-market consultancies. Our partner enablement approach has been strengthened by improvements in our product usability, making it easier for partners to sell, deploy and support our solutions on behalf of their clients.

Outlook

Looking ahead to 2026, the Board is cautiously optimistic. Having established a more sustainable cost base, and supported by the recently announced equity fundraise, we are now focused on accelerating growth. Our strategy for 2026 centres on several key themes:

First, product innovation remains at the core of our plans. We are developing a next-generation, AI-native cyber GRC product that we believe will be a step change in how organisations manage cyber risk. Delivering a product that provides extraordinary value to customers is the foundation upon which we intend to build the business.

Second, we are pursuing a product-led growth strategy that will enable our products to do more of the heavy lifting in the sales process, reducing time to value for customers and allowing them to begin using our solutions with minimal manual onboarding. This is critical to scaling the business efficiently.

Third, we will continue to invest in our alliance partner network. Reinvigorating existing partnerships and establishing new strategic relationships will be key to expanding our distribution and reach into new geographies and sectors.

Finally, the Board continues to evaluate opportunities to accelerate growth through selective acquisitions where such opportunities would be value-enhancing for shareholders.

The cyber security GRC market continues to grow, driven by an increasingly complex regulatory landscape, including the EU AI Act and the Digital Operations Resilience Act (“DORA”), as well as the ever-present threat of cyber attacks, particularly through suppliers and other third parties. We believe Acuity is well positioned to serve this market and that the foundations laid in 2025 will enable us to capitalise on the significant opportunity ahead.

David Rajakovich

Chief Executive

27 June 2026

 

Principal risks and uncertainties

 

The management of the business and the nature of the Group’s strategy are subject to risks. The Directors set out below the principal risks identified for the business.   Where possible, processes are in place to identify and manage such risks.

The Group operates systems of internal control and reporting to provide assurance that the Board is managing risk whilst achieving its business objectives. No system can fully eliminate risk and, therefore, the understanding of operational risk is central to the management process.

To enable shareholders to appreciate what the business considers are the main operational risks, they are briefly outlined below:

	Risk	Potential impact	Mitigation
Performance risk	The Group fails to perform to budget. Progress of software development is slower than forecast.	May need additional funding.   Value creation may be delayed.	Monthly reports and meetings monitor performance of all important facets of the business. The Group focuses on KPIs and takes action to manage any deviation and revert to plan.
Reliance on customers	A material proportion of revenues are lost.	This is a risk all growing businesses face and it could impact cash generation and profitability.	A key objective is to win more customers, so the loss of any one customer is immaterial. Orders are often for multi-year contracts. Account managers engage with customers throughout the contracts to help them maximise benefits from the software and minimise the risk of non renewal. The Group operates on a lean cost structure to minimise any such impact.
Reliance on people	The Group is not able to retain key individuals with critical skills	The performance of the Group may deviate from plan.	The key executives are rewarded through a combination of competitive salary and incentive plans.
Market change	Downturn or instability of market	Slow new order wins and reduced growth.	The Group sells multi-year contracts, so ensuring a certain level of future revenues. Cyber security and GRC are growing markets driven by legislation, regulation and best practice. STREAM® is very flexible so can be used to measure a wide range of risks.
Cyber security	Loss of data or damage to data.	Damage to credibility and customer confidence.	Acuity uses leading global service providers with advanced security, to hold data and has accredited processes and systems in place.
Technology	A new product is launched by a competitor.	Greater technical competition.	The market is large and STREAM® is liked by analysts and users. The Group is developing new technology and product to continue to offer best in class.
Liquidity	The Company cannot raise new funds.	The Group may not be able to finance the growth and change as planned. May impact the Group’s ability to fund its operational costs.	The Group engages the services of brokers to assist with fund raising equity and debt as appropriate. The Group intends to maintain appropriate cash balances. The Group may take actions to reduce its cost base.
Legal, regulatory and political risk	The Group’s ability to trade in certain territories.	The Group keeps abreast of regulatory and other changes which may affect the Group.	The Group seeks regular updates on matters which may impact the legal and regulatory framework. The Group liaises regularly with its relevant advisers.
Natural or other widespread disasters	The effect of disasters is uncertain and may differ significantly	The impact of disaster is likely to be slower growth and more difficulty making sales.	Software as an industry allows employees to work flexibly to an extent that is not available in many other business sectors. Product development, marketing, sales and general management can all be carried out remotely.
Interest rates	Significant upward changes in interest rates.	May affect the ability to raise new funds.	At present the Group has minimal borrowings.

 

Governance

Board of Directors

 

Angus Forrest

Non-Executive Chairman

 

Angus has been an investor in the technology sector for more than 30 years, specialising in business-to-business sales driven companies. Angus was the Chief Executive of investment company Billam from 2000 to 2006, which he co-founded. Billam was the lead investor in Cybit, which grew from pre-revenue status to become the leading vehicle telematics business in Europe, through both organic growth and by making selective acquisitions. Billam changed its name to Energiser Investments in 2008, then to Drumz in 2020 when Angus re-established the Company as a technology investment company. It then became an operating company, Acuity RM Group in 2023 when it acquired its current trading subsidiary.

Angus’s chairman role changed from executive to non-executive on 1 June 2025 and he joined both the Remuneration Committee and the Audit Committee on 28 January 2026.

 

David Rajakovich

Chief Executive

David was Chief Executive at Skill Dynamics for nine years, building this corporate learning and development software company from early stage to serving over 250 blue chip clients worldwide. In doing so he grew revenues eighteen fold over nine years, made the business profitable and cash generative, and led two successful private equity exits. He holds an MBA from the University of Exeter. His early career was spent as a US Army officer.

David joined the board in November 2024 and became Chief Executive in December 2024.

 

Duncan Harper

Finance Director

Duncan is a Chartered Accountant with over thirty years of experience having initially trained at PwC. Across his career he has held a variety of senior financial positions including seven years as Group Finance Director of an AIM quoted international architecture group. Most recently he was Finance Director of a large regional law firm whose revenues and profits doubled during his nine-year tenure.

Duncan joined the Board in November 2025.

 

John Wakefield

Senior Independent Non-Executive Director

John qualified as a solicitor with McKenna & Co (now CMS) before moving into corporate finance, first with Williams de Broe and then at Rowan Dartington & Co, where he was a founder director and shareholder and head of corporate finance. He was a corporate finance director of WH Ireland until 2016.

He has been a member of the AIM Advisory Group, chairman of the London Stock Exchange Regional Advisory Group for the South West and chairman of South West Angel and Investor Network (SWAIN). John is non-executive chairman of Croma Security Solutions Group, and a non-executive director of Petards Group.

John is chair of the Remuneration Committee and of the Audit Committee.

Nick Clark

Non-Executive Director

Nick became Chief Executive of AIM-quoted Built Cybernetics in 2023 following that company’s acquisition of Torpedo Factory Group, a business he founded in 1997. Built Cybernetics is a smart buildings group growing organically and through acquisitions.

 

Nick is an investor in a number of early stage technology businesses. Prior to starting Torpedo Factory Group he obtained a BSc in Physics at Imperial College, followed by an MPhil in Microelectronic Engineering and Semiconductor Physics at the University of Cambridge.

 

Nick is a member of the Remuneration Committee and of the Audit Committee.

 

Corporate governance report

Introduction

 

As Chairman of the Company, I have overall responsibility for managing the Board, ensuring that corporate governance is embedded within the business. Corporate governance is at the heart of this organisation in order to maintain integrity and to ensure we govern effectively such that we deliver long-term value for our shareholders.

 

Acuity RM Group plc’s shares are traded on AIM, a market operated by the London Stock Exchange. The Group recognises the importance of and is committed to high standards of corporate governance. Maintaining high standards through all business activities is reassuring to third parties with which Acuity interacts, so benefitting the business, employees and other stakeholders who understand what is expected and why; and in turn this will be reflected in improving business performance and shareholder rewards. The Company has chosen to adopt the Quoted Companies Alliance’s Corporate Governance Code 2023 (the “QCA Code”) and its website includes additional disclosures required by the QCA Code and the AIM Rules for Companies.

 

The Board applies the ten principles of the QCA Code insofar as reasonably practicable, given the Company’s nature and size. Further details on compliance with the principles are provided below. The Board believes that the QCA Code provides the Company with a practical and rigorous corporate governance framework to support this strategy and the Group’s success. Where our practices depart from expectations of the QCA Code, I have given an explanation as to why, at this time, it is appropriate for the Group to depart from the QCA Code. The ten principles of the QCA Code are listed below together with a short explanation of how the Company applies each of the principles:

Principle One – Establish a purpose, strategy and business model which promotes long term value for shareholders

The creation of shareholder value is based around a business model to develop and build the Acuity business organically and potentially by focused acquisition. The value of the business should be based on its scale, rate of growth, quality of offering and key customers as well as traditional financial metrics, cash generation and profitability. It is described in more detail with the Chairman’s Statement and the Chief Executive’s Statement.

The AIM quote is of value to our shareholders as it enables them to trade their shares; and to the Group as it offers a combination of raised profile, the ability to raise additional funds, flexibility to make acquisitions and gives the ability to provide incentives and rewards to management through share schemes. It also provides a regulatory framework appropriate to the business.

Principle Two – Promote a corporate culture that is based on ethical values and behaviours

The Board recognises the long-term success of the Group is reliant upon the efforts of the employees, partners, contractors, suppliers and regulators. It upholds high ethical and other standards. There are several frameworks to which the Group adheres; including legal and regulatory requirements, adoption of standards and codes of behaviour required by AIM, ISO 27001 and otherwise. It believes maintaining high standards and operating a meritocracy will benefit the Group by creating value in the short, medium and long terms.

The Board recognises that the decisions regarding strategy and risk will impact the corporate culture of the Group as a whole and that this will impact the performance of the Group. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all the Group activities. The Board assessment of the culture within the Group at the present time is one where there is respect for all individuals, there is open dialogue within the Group and there is a commitment to provide the best service possible to all of the Group’s customers and clients. The Group maintains and develops strong processes which promote ethical values and behaviours across all hierarchies.

The Board has adopted an anti-corruption and bribery policy which is outlined on the Company’s website. The policy which applies to all Directors and employees of the Group sets out their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption, as well as providing guidance to those working for the Group on how to recognise and deal with bribery and corruption issues and the potential consequences.

The Company has adopted a code for directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with rule 21 of the AIM Rules and compliant with MAR.

Principle Three – Seek to understand and meet shareholder needs and expectations

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has instigated new methods of communicating with and developing relationships with its shareholders. Presentations are made to investors with question and answer sessions using the Investor Meet Company service. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. Investors have access to current information on the Company though its website, which includes annual and interim financial reports, RNS releases and full AIM Rule 26 disclosures.

Principle Four – Take into account wider stakeholder interest, including social and environmental responsibilities, and their implications for long-term success.

The Group manages relationships with regular communications, presentations and on-going dialogue with customers, employees, partners, suppliers, regulators and others. It encourages feedback from all these stakeholders. Management reviews performance of the business regularly, setting key performance indicators (KPIs) and managing performance against past performance, KPIs, targets and budgets which are also reviewed by the Board at every Board meeting.

Environmental

AIM quoted companies are required to comply with SECR (Streamlined Energy Carbon Reporting) if they meet the relevant financial thresholds. The Group does not meet these threshold requirements under the SECR. However, as a small software company business energy use is the main area of climate impact and we take appropriate measures to minimise business energy use through the design of the software and a focus on the cost of providing the software to our customers.

 

Social

The Board is aware of the Group’s responsibilities as a corporate organisation and as an employer and partner to operate to high standards of behaviour both internally and externally. These include social impact standards as well as adherence to laws and regulations. There is a whistleblowing policy in place.

Principle Five – Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board regularly reviews the risks facing the Group and seeks to avoid or mitigate those risks as appropriate. The Board is responsible for the monitoring of financial and other performance against budget and forecasts and the formulation of the Group’s risk appetite including the identification, assessment and monitoring of the principal risks. Currently, the Group’s appetite for risk is medium, based on the strategy of fast growth. The risks are managed by careful management of KPIs, which are used by the management and Board to monitor performance. These are kept under regular review with a comprehensive review of all risks annually.

 

The Board considers that the key risks faced by the Group are set out in principal risks and uncertainties section of the strategic report. The Board’s strategies to mitigate these risks are as follows:

Trading to maintain a high level of awareness of performance against budget through the capturing and dissemination of KPIs to all Board members; investment in software development with the latest technology; and to expand the Group’s client base into new organisations, in new geographical territories and where possible to sign multi-year contracts to secure future income streams. Incentivise and retain key people. To maintain cash balances and raise new funding in advance of it being required.

In addition to its other roles and responsibilities the Audit Committee is responsible to the Board for ensuring that procedures are in place and are being effectively implemented to identify, evaluate and manage any significant risks faced by the Group.

The Directors have established procedures for the purpose of providing a system of internal control, including adherence to frameworks such as ISO 27001 and management of financial risks including reports and segregation of duties. In addition, there are a range of Group policies that are reviewed at least annually by the Board. These policies cover matters including share dealing and insider legislation, conflicts of interest, social media, expenses, treasury, remuneration, risk and compliance. These areas are also included as permanent agenda items for report and review at each regular board meeting. The Board currently takes the view that an internal audit function is not considered necessary or practical due to the size of the Group, segregation of duties and the close day to day control exercised by the executive directors.

Principle Six – Establish and maintain the board as a well-functioning, balanced team led by the chair

As at 31 December 2025 the Board led by Angus Forrest, included David Rajakovich, Duncan Harper and two other non-executive directors, John Wakefield and Nick Clark. The Board considers that John Wakefield is the only independent director; Nick Clark is not considered to be independent, by virtue of his significant shareholding in the Group. Angus Forrest is not considered to be independent by virtue of his previous executive chairmanship of the Company. The Quoted Company Alliance Corporate Governance Code recommends that there should be at least two independent directors. The Group considers that because of its size one independent director is satisfactory at present. All Directors are encouraged to use their judgement and to challenge matters, whether strategic or operational, enabling the Board to discharge its duties and responsibilities effectively.

In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Group; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.

 

The Board is collectively responsible for the long-term success of the Group and for its leadership, strategy, values, control and management. Board meetings are held at such times as are required for effective monitoring of the Group’s operations. All Directors commit the time necessary to fulfil their roles, and this position is kept under review. Given the size of the Board and the scale and nature of the Group’s business, the Company does not yet have a separate Nominations Committee.

 

The Directors have diverse backgrounds and qualifications, they have a wide range of experience which they bring to the Group particularly in relation to setting targets, overseeing performance and decision making. The role of the non-executive directors is to bring independent judgement to Board deliberation and decisions. The Board has considerable experience and expertise in the technology sector and the running of publicly traded companies and with the appointment of David Rajakovich, experience of leading and growing a SaaS business. John Wakefield, Nick Clark, and now Angus Forrest are non-executive directors. Biographical details of all directors can be found at the start of the governance section.

 

The Board meets regularly and is responsible for formulating, reviewing and approving the Group’s strategy, budgets, performance, major capital expenditure and corporate actions. The Board meets at least six times per annum. It has established an Audit Committee and a Remuneration Committee, both comprise solely non-executive directors, particulars of these committee meetings appear hereafter. Board Meetings are open and constructive, with every Director participating fully.

 

Main Board and Committee attendance

During the year, the Company held ten Main Board meetings. The following table shows the attendance of directors at Main Board and Committee meetings held during the year:

 

	Main Board Meetings	Committees
		Audit	Remuneration
Angus Forrest	10 of 10	-	-
David Rajakovich	10 of 10	-	-
Kate Buchan 1	9 of 9	-	-
Duncan Harper 2	1 of 1	-	-
John Wakefield	10 of 10	1 of 1	1 of 1
Nick Clark	10 of 10	1 of 1	1 of 1

 

1 Kate Buchan resigned as a director with effect from 12 November 2025.

2 Duncan Harper was appointed to the Board with effect from 12 November 2025.

 

All the directors are subject to either a service agreement or letter of appointment outlining their duties and responsibilities.

The Articles of Association require directors appointed during a year to retire at the first AGM and be put forward to stand for re-appointment by members at that AGM; and each director is required to retire from office and stand for re-election every third year. The QCA Code recommends that shareholders should be given the opportunity to vote annually on the re-election of all the individual directors to the Board. However, the Board does not consider it appropriate to change to an annual vote for all directors because the Company is still developing, and effective management and control requires experienced directors to provide continuity and a true in-depth understanding of the business. The Board has decided that each director should stand for re-election at the AGM every other year.

 

Principle Seven – Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up to date experience, skills and capabilities

 

The responses to Principle Seven should be read in conjunction with those to Principle Six above.

 

Governance structures

The Group is headed by the Board which comprises two executive directors and three non-executive directors. It is supported by Audit and Remuneration Committees, which comprise the non-executive directors. The Board believes that the current balance of skills reflects a broad range of personal, commercial and professional skills and a range of financial and managerial skills. The Chairman maintains ongoing communications and updates with the non-executives between formal Board meetings.

 

The Board has a range of skills and experience related to running AIM companies, including setting and ensuring adherence to good corporate culture. Where the Board lacks appropriate skills, it outsources to relevant experts in the Group and externally as required.

 

The Directors have access to the Company’s Nominated Advisor, company secretary, lawyers and auditors as and when required and are able to obtain advice from other external bodies when necessary. If required, the Directors are entitled to take independent legal advice.

 

In addition to their general Board responsibilities, non-executive Directors are encouraged to be involved in making inputs in line with their individual areas of expertise. The Board is kept abreast of developments of governance and AIM regulations. The Company’s Nominated Advisor provides initial training including the AIM Rules as part of a new Director’s on boarding, thereafter when there are relevant updates. The Board as a whole and individual directors receive appropriate on-going professional training to ensure they have the requisite and up to date skills to perform their duties.

 

Board reports – the Board details the information it requires to oversee the management of the business and take appropriate decisions. The management produces monthly board reports for the Directors / Board to consider as well as additional information as required.

 

Principle Eight - Evaluation board performance based on clear and relevant objectives, seeking continuous improvement

 

The Directors last undertook a full evaluation in the year ended 31 December 2024 which resulted in changes to the executive team which were announced during that year. In the Board meetings, the Directors can discuss any areas where they feel a change might benefit the Company, and the Company Secretary remains on hand to provide impartial advice.

 

No external Board evaluation has been made, nor is one planned. The main reasons are the early stage of the quoted business and the changes which have taken place to improve its performance should be allowed to deliver before it would be appropriate to have an external evaluation.

Principle Nine – Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The Board recognises that the success of the Group is dependent on its employees and it is critical to recruit and retain the best talent appropriate to the business. Therefore, it is important to create an exciting business with significant growth potential, to attract employees, to remunerate people at market rates with commission and bonuses paid for good performance. Also, to grant share options to retain and reward key staff appropriately. A new EMI share option scheme was adopted in 2024, with share options granted and mostly exercisable only when the market price has doubled from the price at the date of grant.

Remuneration is one of the key drivers for employees, other key motivators include the corporate culture, team atmosphere and opportunity for advancement. It has been decided that an advisory shareholder vote on remuneration is not appropriate for this business at this stage of its development, although this policy will be kept under review.

Principle Ten – Communicate how the group is governed and is performing by maintaining a dialogue communicated with shareholders and other key stakeholders

2025 was a year of consolidation with a focus on cost reduction and positioning the Group for future growth.

Remuneration Committee

The Remuneration Committee comprises John Wakefield as Chair, Nick Clark and Angus Forrest. Other directors attend by invitation. The Committee’s primary responsibilities are to review the incentive and reward packages for the Chair, Executive Directors and senior executives to ensure that they are aligned with the Group’s strategic objectives and financial performance, and are appropriate to attract, retain and motivate management behaviour in support of the Group’s culture and beliefs and the long-term sustainable creation of shareholder value. No Director took part in discussions concerning the determination of their own remuneration.

 

Audit Committee

The Audit Committee comprises John Wakefield as Chair, Nick Clark and Angus Forrest. Other directors attend by invitation. The Audit Committee’s primary responsibilities are to monitor the financial affairs of the Group, to ensure that the financial performance of the Group is properly measured and reported on, and to review reports from the Group’s auditor relating to the accounting and internal controls. The significant issues considered by the Audit Committee relating to the Group’s financial statements include revenue recognition and intangible assets, as detailed in the principal accounting policies within the financial statements.

The independence and effectiveness of the external auditor is reviewed annually and the Audit Committee meets at least once per financial year with the auditors to discuss their independence and objectivity, the Annual Report, any audit issues arising, internal control processes, auditor appointment and fee levels and other appropriate matters.

Annual General Meeting

The AGM allows the Board to update the shareholders on the Company’s progress and provides an opportunity for shareholders to pose questions to Directors. In particular, the AGM provides an opportunity for shareholders, particularly private investors, to engage in wider discussion with the Board on issues of concern or interest to them, and to share their thoughts on the Company’s strategy and business model.

 

Angus Forrest

Non-Executive Chairman

27 June 2026

 

Audit Committee report

for the year ended 31 December 2025

Chairman’s introduction

It gives me great pleasure to present the Audit Committee report on behalf of the Audit Committee. Acuity RM Group plc is an AIM quoted company and as such, we are guided by the QCA’s Audit Committee Guide. Below we set out the Committee’s responsibilities and report on the activities of the Committee during the period ended 31 December 2025.

The Board is pleased to propose the re-appointment of PKF Littlejohn LLP as the Company’s Auditor at this year’s AGM.

The role and duties of the Audit Committee

The role of the Audit Committee assists the Board with monitoring, reviewing and challenging the integrity of the Company’s financial results. The framework of duties is set out in its Terms of Reference which are available on the Company’s website.

The Audit Committee is responsible for ensuring the financial performance of the Company is properly recorded and reported on, including adopting suitable accounting policies and judgements which affect the financial statements. It also liaises with the external auditors.

Committee membership and attendance

Appointments to the Committee, which currently comprises John Wakefield, Nick Clark and Angus Forrest, are made by the Board, having been deemed to have the appropriate skills and experience. Only members of the Committee have the right to attend meetings, although others may be invited to attend meetings as appropriate.

The external auditors also attend the meetings to discuss the planning and conclusions of their work and meet with the members of the Audit Committee without any members of the executive team present after each meeting. The Audit Committee can call for information from management and consults with the external auditors directly if required.

During the year, the Committee held one scheduled meeting and reported on its activities to the Board.

Activities of the Committee

Areas of focus	Activities during the period ended 31 December 2025
Financial Statements and narrative reporting	Reviewing the financial statements and narrative reporting in the Annual Report and Accounts for 2025 Consideration of reports from the external auditor in respect of the Annual Report and Accounts for 2025
Going Concern	A review of the Group as a going concern including methodology, assessment in support of the going concern assumption, concluding the expectation that the Group has adequate resources to continue in operational existence for the foreseeable future
Accounting policies and standards	A review of the Group’s accounting policies and ensuring they are in accordance with International Financial Reporting Standards Consideration of effects of any changes in those standards on the Group’s financial statements
Review of external auditor	The Audit Committee reviews the performance of the external auditor regularly

External Auditor

Audit process

The Audit Committee liaises with the external auditor prior to the start of the audit, during the audit process and in a review at the end of the audit, including reviewing the Auditor’s engagement letter and requested management representation letter.

Effectiveness and independence of the external auditor

The Audit Committee reviews and monitors the independence and the objectivity of the external auditor.

Appointment of the external auditor

The Audit Committee advises the Board on the appointment, reappointment and removal of the external auditor.

Other

Internal Audit Function

Given the size of the Group, internal controls and segregation of tasks it has been decided that it would be impractical to set up an internal audit. This decision will be reviewed from time to time.

Whistleblowing

Every contract of employment contains a section on whistleblowing and there is a Group procedure in the event that a whistleblower wants to bring a matter to the attention of the Board.

John Wakefield

Audit Committee Chairman

27 June 2026

 

Remuneration Committee report

for the year ended 31 December 2025

 

The policy of the Board is to provide executive remuneration packages designed to attract, motivate, and retain Directors and employees of a sufficiently high calibre such that shareholder value will be enhanced and to reward them accordingly. It aims to provide sufficient levels of remuneration to do this, but also to avoid paying more than is appropriate.

Angus Forrest and David Rajakovich have service contracts each with a notice period of six months. Duncan Harper has a service contract with a notice period of three months.

Main elements of remuneration

The three main elements of the Executive Directors’ remuneration packages which are a mix of fixed and variable pay: base salary, performance-related bonus and share option incentives.

Base salaries payable to Executive Directors are reviewed annually by the Board. In determining the appropriate levels of remuneration, the Board believes that the Company should offer average levels of base pay reflecting individual responsibilities compared to similar roles in comparable companies.

Non-executive directors

Remuneration for non-executive Directors is determined by the Board. John Wakefield and Nick Clark each have a Letter of Appointment which can be terminated by either party giving the other three months' prior written notice.

Summary of Directors’ remuneration:

	Year ended 31 December 2025			Year ended 31 December 2024
	Aggregate emoluments £’000	Pension contributions £’000	Total £’000	Aggregate emoluments £’000	Pension contributions £’000	Total £’000
Angus Forrest 1	85	-	85	120	-	120
David Rajakovich 2	168	8	176	10	1	11
Kerry Chambers 3	-	-	-	182	9	191
Duncan Harper 4	9	1	10	-	-	-
Kate Buchan 5	67	3	70	32	2	34
John Wakefield	15	-	15	15	-	15
Nick Clark	15	1	16	15	1	16
	359	13	372	374	13	387

 

1 Angus Forrest’s chairman role changed from executive to non-executive on 1 June 2025.

2 David Rajakovich was appointed as a director on 4 November 2024 and became Chief Executive on 13 December 2024.

3 Kerry Chambers resigned as a director on 31 December 2024. In addition to the amounts in the table above Kerry Chambers received a total of £87,000 during the year ended 31 December 2025 in respect of her six-month notice entitlement.

4 Duncan Harper was appointed as a director on 12 November 2025.

5 Kate Buchan was appointed as a director on 14 June 2024 and resigned as a director on 12 November 2025.

Share options

A new EMI approved share option scheme was set up 2024 to sit alongside the existing unapproved scheme.

 

Directors who held office during any part of the year held the following options over shares in the Company:

 

	At 1 January 2025	Granted	Lapsed	At 31 December   2025	Exercise price	Exercisable dates
Angus Forrest Unapproved Unapproved EMI Approved EMI Approved*	400,000 400,000 1,501,282 1,501,282	- - - -	- - - -	400,000 400,000 1,501,282 1,501,282	6.50p 5.50p 3.75p 3.75p	15 July 2023-14 July 2030 15 July 2023-14 July 2030 26 June 2025-25 June 2034 26 June 2024-25 June 2029
David Rajakovich EMI Approved*	-	2,251,922	-	2,251,922	3.75p	6 February 2025-5 February 2030
Kate Buchan EMI Approved*	1,125,961	-	(1,125,961)	-	3.75p	26 June 2024-25 June 2029
John Wakefield Unapproved	100,000	-	-	100,000	6.50p	15 July 2023-14 July 2030

 

* These share options have a performance condition requiring the market price of Company's shares to reach double the exercise price for a period of at least five consecutive trading days.

The Directors’ interests in the shares of the Company are shown in the Directors’ report.

 

John Wakefield

Remuneration Committee Chairman 27 June 2026

 

Directors’ report

for the year ended 31 December 2025

 

The Directors have pleasure in submitting their report, together with the financial statements of the Group and Company, for the year ended 31   December 2025.

Principal activity

The principal activity of the Group is the provision of risk management software and related services.

Review of business, future developments, and research and development

A review of the current and future development of the Group’s business, together with details of its research and development activities, is given in the Strategic Report which forms part of, and by reference is incorporated in, this Directors’ Report. The principal risks and uncertainties faced by the Group are also set out in the Strategic Report.

Results and dividends

The results of the Group for the period ended 31 December 2025 are set out in the Group Statement of Comprehensive Income. The Directors do not recommend the payment of a dividend for the year.

Directors and their interests

The biographical details for the Board members serving as at the date of this report are shown at the start of the Governance section of this annual report.

Those Directors who held office during the year and their interests in the Ordinary shares of the Company, which include beneficial and family interests, are shown below:

	At 31 December 2025 (or resignation if earlier)	At 31 December 2024 (or appointment if later)
Angus Forrest	7,925,841	5,425,841
David Rajakovich	4,000,000	-
Duncan Harper 1	-	-
Kate Buchan 2	1,000,000	-
John Wakefield	1,388,822	388,822
Nick Clark	11,936,000	8,636,000

 

1 Duncan Harper was appointed as a director on 12 November 2025.

2 Kate Buchan resigned as a director on 12 November 2025.

Accountability and audit

The Board endeavours to present a balanced and understandable assessment of the Group’s position and prospects in all reports as well as in the information required to be presented by statutory requirements.

Insurance

The Company maintains a directors and officers insurance policy for the benefit of its Directors.

Going concern

The financial statements have been prepared on the going concern basis, the Directors having considered the cash forecasts for the twelve months from the date of the approval of these financial statements. In doing so they have given due regard to the risks and uncertainties affecting the business as set out in the Strategic Report. On this basis and considering contracted forward revenues, renewal rates and forecast new business wins and expected costs, the Directors have a reasonable expectation that the funds available to the Group are sufficient to meet the requirements indicated by those forecasts.

Corporate Governance

Full details of the Group’s corporate governance are given in the Governance section of this annual report which forms part of, and by reference is incorporated in, this Directors’ Report.

 

The Board has considered the need for an internal audit function but has decided that this is not justified at present given the size of the Group. However, it will keep this decision under review.

Significant shareholdings

According to the Company’s register of substantial shareholdings as at 26 June 2026 the following had notified the Company of their interest in 3% or more of the Company’s issued ordinary share capital.

	Number of shares	%
Simon Marvell Philip J Milton & Company plc Nick Clark (Director) Richard Mayall Stephen Wicks Angus Forrest (Director)	34,224,590 30,116,115 12,467,235 12,325,173 9,180,000 8,409,945	14.0% 12.3% 5.1% 5.0% 3.8% 3.4%

Key stakeholders and Section 172 Companies Act 2006 information

The Company is dependent on a number of stakeholders to enable it to progress towards its objectives of growing and creating value for shareholders. Our key stakeholders are our shareholders, people, portfolio companies, those we transact business with and the Community.

L – Long Term     C - Colleagues     S – Shareholder     B – Business conduct

I – Investees     Co – Community     E - Environment

 

Matters considered by the Board in the year	Shareholder impact		Stakeholder and Section 172 Companies Act
Business Review, Performance and Strategy
Regular reports from the Chair and Chief Executive	L, C, S, B, I		Consideration and approval of the Company’s strategy, investments, overall and specific performance
Approval of the Group’s strategy and new investments	L, C, S, I		In respect of the above the Board reviews proposals, activity and performance against targets
Financial
Regular accounts and other financial reports compared with budget.	L, C, S, I		Dissemination of key financial information to the Board and other executives to assist with understanding and decision making.
Approval of the Company’s business plan and budget Approval of the full year report and accounts and interim statement	L. C, S, I		Following the publication of the full year and interim results, dissemination to investors and potential investors.
Approval of all trading announcements	L, C, S, I
Internal controls and risk management
Review of internal controls and financial and other performance of the portfolio companies.	L, C, S, I		Whilst the Company is small, there is a separation of activities to ensure checks and balances.
Governance
Regular reports to and feedback from the Company’s advisers Review of Company against Company values	L, C, S, I   L, C, S, I, B and Co	Feedback for the various stakeholder groups influences and is taken into account when the Board is making its decisions.

 

Financial instruments and risk management

The Group’s financial instruments comprise its investments, cash balances, receivables and payables that arise directly from its operations. The Group is exposed to risk through the use of financial instruments and specifically to liquidity risk, market price risk, foreign currency risk and credit risk, which result from the Group’s operating activities.

The Board’s policy for managing these risks is summarised below.

Liquidity risk	The Group seeks to maintain appropriate cash balances. The Directors monitor current and future requirements in line with trading so there is time to take action to revise the cost base or raise additional funds. As a listed company it has the ability to raise equity funds using its brokers.
Credit risk	The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date. Credit risks are actively monitored through the Group’s monthly management reporting. All of the Group’s subscription services and most of its non subscription services are paid for in advance.
Foreign currency risk	The Group contracts with most of its customers and suppliers in Sterling (even if they are based overseas). However some contracts with customers and suppliers based overseas are denominated in foreign currencies. The foreign currency amounts are not material to the group, and the group does not normally hedge its limited foreign currency exposure.
Market price risk	The group sold its investment in KCR Residential REIT plc in November 2025 and no longer has any financial assets directly affected by market price risk.

 

Disclosure of information to Auditors

The Directors confirm that:

 

So far as each Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and

 

The Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

Auditor

PKF Littlejohn LLP have been appointed as auditor for the ensuing year in accordance with section 487 of the Companies Act 2006 subject to re-election at the next AGM.

Directors’ responsibilities statement

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

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared financial statements in accordance with International Financial Reporting Standards as adopted in the UK. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and of the profit or loss of the company and group for that year.

In preparing these financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently, make judgements and accounting estimates that are reasonable and prudent, state whether, for the group and company, UK-adopted international 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 Company will continue in business.

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

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. The Company is compliant with AIM Rule 26 regarding the Company’s website.

 

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

 

Duncan Harper Director 27 June 202 6

 

Financial Statements

for the year ended 31 December 2025

Independent auditor’s report to the members of Acuity RM Group Plc

 

Opinion

We have audited the financial statements of Acuity RM Group Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group and Parent Company Statements of Financial Position, the Group and Parent Company Statements of Changes in Equity, the Group and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s loss for the year then ended; the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:

We obtained an understanding of the business model, objectives, strategies and related business risks; Assessing the forecasting and budgeting processes undertaken by management and the entity’s risk assessment process; We challenged the directors’ assumptions underlying the going concern model including the reliability of the underlying data used, focusing on the forecast revenues in terms of customer renewals and conversion of the pipeline; We challenged the directors’ plans for future actions including whether such plans are feasible in the circumstances; We evaluated the base case cash forecast prepared by management including the impact of possible downside scenarios, together with the feasibility of mitigating actions through further fund raises and alternative financing arrangements, if required; We agreed the year-end cash balance to the opening position within the forecast; We evaluated and compared previous forecasts to actual performance and management information to assess management’s forecasting accuracy; We inquired into and considered subsequent events impacting the going concern assessment; and We assessed the adequacy and appropriateness of disclosures in the financial statements.

 

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

 

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

 

Our application of materiality

For the purposes of determining whether the financial statements are free from material misstatement, we define materiality as a magnitude of misstatement, including omission, that makes it probable that the economic decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed or influenced. We have also considered those misstatements including omissions that would be material by nature and would impact the economic decisions of a reasonably knowledgeable person based our understanding of the business, industry and complexity involved.

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. We apply the concept of materiality both in planning and throughout the course of the audit, and in evaluating the effect of misstatements.

We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. Specifically, we use performance materiality in determining the nature and extent of our testing of account balances, classes of transactions and disclosures.

In determining overall materiality and performance materiality, we considered the following factors:

our cumulative knowledge of the group and its environment, including industry specific trends; the change in the level of judgement required in respect of the key accounting estimates; significant transactions during the year; the stability in key management personnel; and the level of misstatements identified in prior periods.

Materiality for the group financial statements was set at £50,300 (2024 - £63,000). This was calculated based on 5% of the average loss after taxation for the last 3 years (2024 – 5% of loss after taxation). Using our professional judgement, we determined loss after taxation to be the principal benchmark within the group financial statements as it is most relevant to stakeholders in assessing the financial performance of the group, and a key performance indicator. An average was applied to eliminate year-on-year volatility and provide a clearer measure of underlying performance.

Performance materiality for the group financial statements was set at £40,300 (2024 - £50,400) being 80% of headline materiality for the group financial statements as a whole.

Materiality for the parent company financial statements was set at £47,750. This was calculated as 1% of net assets capped at 95% of Group materiality (2024 - £53,000 – 1% of net assets). The performance materiality was £38,250 (2024 - £42,400).

For each component of the group, we allocated a performance materiality that is less than our overall group materiality. The performance materiality applied to the trading subsidiary financial statements was £32,240 (2024 - £40,320).

We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through our audit with a value in excess of £2,520 (2024 - £3,150) and for the parent company a value in excess of £2,350 (2024 - £2,650). We also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit approach, we looked at areas involving significant accounting estimates and judgements by the Directors and considered future events that are inherently uncertain, including the valuation of goodwill and intangibles assets. We also assessed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

A full scope audit was performed on the financial information of the parent company and subsidiary undertaking.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter	How our scope addressed this matter
Recoverability of Investment in Subsidiary and intercompany Receivable (Parent Company only) (note 16)
The Parent Company carries a material investment in subsidiary and intercompany receivable balance in its Statement of Financial Position. There is a risk that the carrying value of the investment and intercompany receivable is greater than the recoverable amount and therefore requires impairment. An entity shall assess at the end of each reporting period whether there is any indication that an asset may be impaired. This includes factors such as trading results, net asset value and market capitalisation. Given that the estimated recoverable amount of investment and intercompany receivable requires judgement and estimation, there is a risk carrying values are overstated.	Our work in this area included: Understanding the process and controls over the preparation of management’s forecasts and their assessment of recoverability; Confirmation of ownership of the subsidiary; Testing the impairment assessment prepared by management and challenged the key inputs and estimates included therein; Checking the key assumptions are consistent between this impairment review and other forward-looking projections prepared by management, including the going concern assessment and impairment assessment of intangible assets and goodwill; Re-performing the calculations within management’s impairment review and checking mathematical accuracy; and Ensuring disclosures made in the financial statements in relation to critical accounting judgements are adequate.
Carrying value of Intangible Assets and Goodwill (notes 10 and 12)
The intangible assets balance (excluding goodwill) is £647,000 relating to software development costs whilst goodwill has a carrying value of £5,154,000. The impairment assessment of these intangible assets is considered a significant risk as judgement and estimation is required when forecasting expected future cash flows and the key assumptions therein. Management has undertaken an impairment review of these assets as at the year end, including an assessment of impairment indicators. There is a risk that these judgements and estimations are subject to bias, mathematical inaccuracies and based on unsupported assumptions.	Our work in this area included: Discussing with senior management their future commercial plans for the Group and how both the intangible assets and goodwill form part of those strategies. We also discussed the market for the group’s product and services and the group’s future development plans; Obtaining management’s impairment assessment, including reviewing and challenging management on their key assumptions within the impairment review; Reviewing the reasonableness of useful life used by management for amortisation of intangible assets; Performing sensitivity analysis on key assumptions to ascertain the impact of possible changes which would eliminate the headroom over carrying value; Considering whether any other indicators of impairment are present under IAS 36 having reference to internal and external factors; Checking the key assumptions are consistent between this impairment review and other forward-looking projections prepared by management, including the going concern assessment; Re-performing the calculations within the impairment review; and Reviewing the disclosures in the financial statements, including those relating to estimates and judgements used, and evaluate their completeness.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, and application of cumulative audit knowledge and experience of the sector. We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from UK-adopted International Accounting Standards, the AIM Rules for Companies and UK tax law and regulations. We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to: enquiring of management; reviewing board minutes; reviewing Regulatory News Service announcements; and reviewing legal and regulatory correspondence. We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential risk for management bias was in the valuation of investments and carrying value of intangibles assets, including Goodwill. We addressed the risk by challenging the assumptions and judgements made by management when auditing that significant accounting estimate. As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

 Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.

Use of our report

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

 

David Thompson (Senior Statutory Auditor)   30 Churchill Place

For and on behalf of PKF Littlejohn LLP   London

Statutory Auditor   E14 5RE

27 June 2026

 

 

Group statement of comprehensive income

for the year ended 31 December 2025

 

	Notes	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Revenue	1	2,099	2,132
Cost of sales		(275)	(201)
Gross profit		1,824	1,931
Administrative expenses	2	(2,018)	(3,007)
Operating loss		(194)	(1,076)
Finance income Finance expense Loss on remeasurement of financial instruments Exceptional costs Share based payment expense	4 5 6	1 (30) (49) (133) (18)	3 (41) (43) (141) (27)
Loss for the period before taxation		(423)	(1,325)
Taxation	8	49	58
Loss for the year		(374)	(1,267)
Other comprehensive income		-	-
Total comprehensive income for the year attributable to shareholders of the parent company		(374)	(1,267)
Loss per share
Basic and diluted loss per share	9	(0.20)p	(0.92)p

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

Group statement of financial position

as at 31 December 2025

ASSETS	Notes	As at 31 December 2025 £’000	As at 31 December 2024 £’000
Non-current Assets
Intangible assets Tangible assets Right of use assets Goodwill	10 11 11 12	647 4 36 5,154	319 9 - 5,154
Investments at fair value through profit or loss	13	-	207
		5,841	5,689
Current assets
Trade and other receivables	15	306	672
Cash and cash equivalents		322	606
		628	1,278
Total assets		6,469	6,967
LIABILITIES
Current liabilities Trade and other payables Deferred income Loans and borrowings	17 17 17	(474) (1,206) (97)	(532) (1,362) (91)
Total Current liabilities		(1,777)	(1,985)
Long term liabilities Deferred income Loans and borrowings	18 18	(373) (32)	(1,090) (92)
Total long term liabilities		(405)	(1,182)
Total Liabilities		(2,182)	(3,167)
Net Assets		4,287	3,800
EQUITY
Share capital	19	2,886	2,796
Share premium		14,019	13,370
Share based payment reserve		241	139
Merger reserve		1,012	1,012
Retained earnings		(13,871)	(13,517)
Total Equity		4,287	3,800

 

The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2026.

 

David Rajakovich   Duncan Harper

Chief Executive         Finance Director

 

Company Number 00298654

The accompanying accounting policies and notes form an integral part of these financial statements.

 

Company statement of financial position

as at 31 December 2025

 

 

ASSETS	Notes	As at 31 December 2025 £’000	As at 31 December 2024 £’000
Non-current assets
Investments at fair value through profit or loss Investment in subsidiaries	13 14	- 5,210	207 4,210
		5,210	4,417
Current assets
Trade and other receivables	15	9	22
Intra group receivable	16	497	604
Cash and cash equivalents		197	362
		703	988
Total assets		5,913	5,405
LIABILITIES
Current liabilities
Trade and other payables	17	(112)	(99)
Total liabilities		(112)	(99)
Net assets		5,801	5,306
EQUITY
Share capital	19	2,886	2,796
Share premium		14,019	13,370
Share based payment reserve		241	139
Merger reserve		1,012	1,012
Retained earnings		(12,357)	(12,011)
Total Equity		5,801	5,306

 

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the Parent Company Statement of Comprehensive Income. The loss for the Parent Company for the year was £366,000 (2024: loss of £471,000).

 

The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2026.  

 

David Rajakovich Duncan Harper

Chief Executive         Finance Director

 

Company Number 00298654

The accompanying accounting policies and notes form an integral part of these financial statements .

 

Group statement of changes in equity

for the year ended 31 December 2025

 

	Share capital £’000	Share premium   £’000	Share based payment reserve £’000	Merger reserve £’000	Retained earnings £’000	Total equity £’000
Balance at 1 January 2024	2,767	12,447	112	1,012	(12,250)	4,088
Loss for the year	-	-	-	-	(1,267)	(1,267)
Total comprehensive expense for the year	-	-		-	(1,267)	(1,267)
Transactions with owners in own capacity
Ordinary shares & warrants issued	29	971	-	-	-	1,000
Share issue costs	-	(48)	-	-	-	(48)
Share based payment charge	-	-	27	-	-	27
Transactions with owners in own capacity	29	923	27	-	-	979
Balance at 31 December 2024	2,796	13,370	139	1,012	(13,517)	3,800
Balance at 1 January 2025	2,796	13,370	139	1,012	(13,517)	3,800
Loss for the year	-	-	-	-	(374)	(374)
Total comprehensive expense for the year	-	-	-	-	(374)	(374)
Transactions with owners in own capacity
Ordinary shares & warrants issued	90	708	104	-	-	902
Share issue costs	-	(59)	-	-	-	(59)
Share based payment charge	-	-	18	-	-	18
Lapse of share options	-	-	(20)	-	20	-
Transactions with owners in own capacity	90	649	102	-	20	861
Balance at 31 December 2025	2,886	14,019	241	1,012	(13,871)	4,287

 

 The accompanying accounting policies and notes form an integral part of these financial statements.

 

Company statement of changes in equity

for the year ended 31 December 2025

 

	Share capital £’000	Share premium   £’000	Share based payment reserve   £’000	Merger reserve £’000	Retained earnings £’000	Total equity £’000
Balance at 1 January 2024	2,767	12,447	112	1,012	(11,540)	4,798
Loss for the year	-	-	-	-	(471)	(471)
Total comprehensive income	-	-	-	-	(471)	(471)
Transactions with owners in own capacity
Ordinary shares & warrants issued	29	971	-	-	-	1,000
Share issue costs	-	(48)	-	-	-	(48)
Share based payment charge	-	-	27	-	-	27
Transactions with owners in own capacity	29	923	27	-	-	979
Balance at 31 December 2024	2,796	13,370	139	1,012	(12,011)	5,306
Balance at 1 January 2025	2,796	13,370	139	1,012	(12,011)	5,306
Loss for the year	-	-	-	-	(366)	(366)
Total comprehensive income	-	-	-	-	(366)	(366)
Transactions with owners in own capacity
Ordinary shares & warrants issued	90	708	104	-	-	902
Share issue costs	-	(59)	-	-	-	(59)
Share based payment charge	-	-	18	-	-	18
Lapse of share options	-	-	(20)	-	20	-
Transactions with owners in own capacity	90	649	102	-	20	861
Balance at 31 December 2025	2,886	14,019	241	1,012	(12,357)	5,801

 

 The accompanying accounting policies and notes form an integral part of these financial statements.

 

Group statement of cash flows

for the year ended 31 December 2025

 

	As at 31 December 2025 £’000	As at 31 December 2024 £’000
Cash flows from operating activities
Loss before taxation	(423)	(1,325)
Adjustments for:
Depreciation & Amortisation	97	163
Remeasurement of financial instruments	49	43
Share based payment charge	18	27
Change in trade and other receivables	366	583
Change in trade and other payables	(933)	397
Taxation	49	58
Net cash flows from operating activities	(777)	(54)
Cash flows from investing activities
Purchase of tangible fixed assets	-	(7)
Purchase/development of Intangible fixed assets	(414)	(243)
Sale of investment	163	-
Net Cash flows from investing activities	(251)	(250)
Cash flows from financing activities
Cash raised through issue of shares (net of transaction costs)	843	952
Repayment of loans and borrowings	(99)	(142)
Net cash flows from financing activity	744	810
Net change in cash and cash equivalents	(284)	506
Cash and cash equivalents at start of year	606	100
Cash and cash equivalents at end of year	322	606

 

The accompanying accounting policies and notes form an integral part of these financial statements.

Company statement of cash flows

for the year ended 31 December 2025

	As at 31 December 2025 £’000	As at 31 December 2024 £’000
Cash flows from operating activities
Loss before taxation	(365)	(471)
Adjustments for:
Remeasurement of financial instruments	44	37
Share based payment charge	18	27
Change in trade and other receivables	13	(6)
Change in trade and other payables	12	(5)
Net cash flows from operating activities	(278)	(418)
Cash flows from investing activities
Investment in subsidiary	(1,000)	-
Change in intra group loans	107	(212)
Sale of investment	163	-
Net cash flows from investing activity	(730)	(212)
Cash flows from financing activities
Cash raised through issue of shares (net of transaction costs)	843	952
Net cash flows from financing activity	843	952
Change in cash and cash equivalents	(165)	322
Cash and cash equivalents at start of year	362	40
Cash and cash equivalents at end of year	197	362

 

The accompanying accounting policies and notes form an integral part of these financial statements.

Principal accounting policies

for the year ended 31 December 2025

 

General information

Acuity RM Group plc is a company incorporated and domiciled in the United Kingdom. The Company is a public limited company, which is quoted on AIM of the London Stock Exchange, incorporated in the UK and domiciled in England and Wales. The address of the registered office is Second Floor, 80 Cheapside, London EC2V 6EE.

 

The principal activity of the Group is the provision of risk management software and related services.

 

The principal accounting policies adopted in the preparation of the Group and Company financial statements are set out below.

 

Basis of accounting

Basis of preparation

The Group and Company financial statements have been prepared in accordance with the requirements of the London Stock Exchange plc AIM Rules for Companies and in compliance with International Financial Reporting Standards as adopted in the United Kingdom (“UK adopted IFRS”) and those parts of the Companies Act 2006 applicable to companies reporting in accordance with UK adopted IFRS. The financial statements have also been prepared under the historical cost convention, except as modified for financial assets at fair value through profit or loss.

The financial statements are presented in pounds sterling (£’000), which is also the functional currency of the Company and Group.

The Company and the Group’s financial statements have been prepared in accordance with the accounting policies set out below. These have been applied consistently throughout the Group and the Company and applied consistently to all the periods presented, unless otherwise stated.

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company and Group will continue to meet its liabilities as they fall due.

The Directors have reviewed the board approved Group financial forecast for a period up to and including June 2027 which comprises projected monthly comprehensive income statements, statements of financial position and statements of cash flows.

In June 2026 the Group announced a placing and Directors’ subscription raising £400,000 (before expenses) which is conditional upon shareholder approval of a resolution at a general meeting to be held on 7 July 2026. The forecast, and the directors’ going concern assessment, assumes the resolution will be approved.

The group is currently primarily equity funded with low levels of debt, and has significant committed forward revenues from existing customers, but has experienced cash outflows from operations primarily caused by high overheads and lower than hoped revenue growth. Over the past year the Directors have significantly scaled back overheads to put the Group on a more sustainable basis going forward.

The key factors in the forecast include renewal rates and values from existing customers when existing commitment periods come to an end, the cost and timing of software product development and subsequent product launch, and the values and timing of sales to new customers of both existing and new software products.

The review has included considering the sensitivity of the forecast to the values of sales to new customers, which is considered the key factor most difficult to accurately forecast.

The Directors have also considered and identified potential mitigating factors should the Group fall short of its forecasts. These include potential new debt and / or equity funding, and reductions and / or delays in expenditure.

This review has led the Directors to conclude there is a reasonable expectation that the Company and Group has adequate resources to continue operating for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Company’s and Group’s financial statements.

Changes in accounting policies

The new accounting standards, amendments and interpretations applicable for the first time to this set of financial statements have not materially affected the current or previous periods.

The application of published but not yet applicable new accounting standards, amendments and interpretations to future sets of financial statements are not expected to have a material effect.

Summary of significant accounting policies

Basis of consolidation

The Group financial statements consolidate those of the Company and all its subsidiary undertakings drawn up to the end of the financial year. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Control exists when the Company:

has the power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.    

All intergroup assets and liabilities, equity, income, expenses and cashflows relating to transactions between the members of the Group are eliminated on consolidation.

Revenue and other income

All billing to customers is treated as deferred income until the Group recognises the income in accordance with its revenue recognition policies.

Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue from the following major sources:

Software subscription licences and support agreements. Revenue from software subscription licenses and support agreements are recognised over the term of the contract on a straight line basis. Consultancy in support of the provision of the software. Consultancy revenue including professional services and training, is recognised as the relevant services are delivered.

Where contracts combine both types of services the value of the contacts is allocated pro rata to the standalone selling prices.

Fees and other income from investee companies is recognised as revenues as it falls due.

Interest is recognised as it becomes due.

Dividends are recognised when the shareholders’ right to receive payment is established.

Taxation

Current tax

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

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax liabilities and assets are offset when the Company has a legally enforceable right to offset current assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Pension obligations

The Group operates a defined contribution pension scheme for all qualifying employees. The Group pays fixed contributions which are charged to the income statement in the year to which they relate. The assets of the scheme are held separately from those of the Company in an independently administered fund.

Financial Instruments

Financial assets and liabilities are recognised when the company becomes party to the contractual provisions of the instrument.

Generally, financial instruments are recognised initially at fair value plus or minus transaction costs. However, for financial instruments classified as measured at fair value through profit or loss (FVTPL), the transaction costs are immediately expensed to profit or loss.

In line with the principles of IFRS 9, financial assets are classified and measured according to the business model in which they are held and their contractual cash flow characteristics. Accordingly, financial assets are classified and measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit and loss (FVTPL). Financial liabilities are classified and measured either at amortised cost or at FVTPL.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g. trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the Company's business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at FVTPL are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at FVTPL is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Impairment of financial assets

Financial assets carried at amortised cost and FVTOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

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

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

Financial liabilities are classified as FVTPL when the financial liability is contingent consideration of an acquirer in a business combination to which IFRS 3 applies, or it is designated as at FVTPL.

Other financial liabilities, including borrowing, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest rate method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.

Cash and cash equivalents

Cash and cash equivalents comprise cash-in-hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Equity

Equity comprises the following:

Share capital represents the nominal value of equity shares. Share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of   the   share issue. Share based payment reserve represents: For options and warrants issued for services: The cumulative amounts charged as an expense in respect of outstanding option and warrants. For warrants issued to share subscribers: The value of outstanding warrants. Retained earnings represents retained profits/(losses). Merger reserve represents the excess of the nominal value of shares issued in the acquisition of a subsidiary undertaking and the nominal value of the subsidiary undertaking’s shares.

Investments

Shares in subsidiary undertakings are stated at cost less provision for impairment. Listed investments are measured at fair value through profit and loss.

Tangible assets

Tangible assets such as property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is charged on all items of property, plant and equipment so as to write off their carrying value over the expected useful economic lives. It is charged at the following rate:

Computer Equipment Straight line basis over 3 years

Estimated useful lives and residual values are reviewed each year and amended as required.

Intangible assets

Intangible assets with finite useful lives are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives.

Customer contracts     Straight line basis per contract Software development   Straight line basis over 5 years Website development   Straight line basis over 3 years

Estimated useful lives and residual values are reviewed each year and amended as required.

Software development costs directly attributable to the design and testing of identifiable and unique software products controlled by the company which meet the recognition criteria in IAS 38 are recognised as intangible assets. Directly attributable costs that are capitalised as part of the software development include both internal employee costs and external development services. Computer software development costs recognised as assets are amortised over their estimated useful lives of five years, with amortisation commencing on the launch of the product.

Other software development expenditures that do not meet the recognition criteria in IAS 38 are expensed as incurred. Software development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Impairment of tangible and intangible assets other than goodwill

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

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Goodwill

Goodwill represents the excess of the cost of acquisition of a businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

For the purposes of impairment testing, goodwill is allocated to each of the Company's cash-generating units expected to benefit from the acquisition.

A cash-generating unit, (CGU), to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. This is done by comparing the carrying amount of the CGU, including the goodwill, with its recoverable amount. When the carrying amount is greater than the recoverable amount, an impairment loss must be recognised. An impairment loss recognised for goodwill is not reversed in subsequent periods.

Segment reporting

In accordance with IFRS 8, information is disclosed to enable users of financial statements to evaluate the nature and financial effects of the business activities in which the Group engages. The Group engages on only one business activity, namely the provision of risk management software and related services.

Share-based payments

The Group has made awards of options on its unissued share capital to directors as part of their remuneration package (via an unapproved scheme and an EMI approved scheme) and share warrants to its advisors. The valuation of these options and warrants involved making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and interest rates. The Group has used the Black-Scholes formula to calculate the fair value of warrants and share options issued under the unapproved scheme. For the EMI approved scheme, the fair value was calculated using a Monte Carlo model due to the performance condition of the share options.  

The Group occasionally agrees to settle obligations by the issue of equity rather than by the payment of cash. Where this occurs, the obligations are measured at fair value determined on the same basis as equivalent cash settled obligations.

Leases

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease payments are discounted using the interest rate implicit in the lease if it can be readily determined. Otherwise, the estimated incremental borrowing rate is used.

Lease payments are allocated between principal and finance cost. The finance cost is charged over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right of use assets are depreciated on the shorter of the asset’s useful life and the lease term on a straight-line basis.

 

Critical accounting estimates and judgements

The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below:

Impairments of investments and loans to subsidiaries

The Group and the Company assess at each reporting date whether there is any objective evidence that investments in and loans to subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount of estimation is required in assessing the ultimate realisation of these investments. This assessment has been undertaken using a projected cashflow model. As at the period end, the Directors do not assess there to be any impairment of these amounts.

Carrying value of the goodwill

The goodwill relates to the acquisition of Acuity Risk Management in April 2023. The Group assesses at each reporting date whether there is any objective evidence that the carrying value of the goodwill should be impaired. To determine whether there is objective evidence of impairment, a considerable amount of estimation is required in assessing the ultimate realisation of this investment. This assessment has been undertaken using a discounted projected cashflow model. As at the period end, the Directors do not assess there to be any impairment of these amounts.

Carrying value of capitalised software development costs

At each reporting period the estimated useful life and residual values of intangible assets are reviewed. The vast majority of the carrying value of the Group’s software development costs relate to the new STREAM Cloud edition of its STREAM software which was launched in March 2026, the costs of which will be amortised straight-line over five years from launch.

Share based payments

The Group issues options and warrants which are valued in accordance with IFRS2 “Share-based payments”. In calculating the related charge on issuing shares and warrants the Group will use a variety of estimates and judgements in respect of inputs used including share price volatility, risk free rate and expected life. Changes to these inputs may impact the related charge.

 

Notes to the Financial Statements

for the year ended 31 December 2025

 

Revenue and segmental analysis

 

The following is an analysis of the Group’s revenue for the year from continuing operations:

 

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Subscription services	1,805	1,804
Non-subscription services	294	328
Total revenue	2,099	2,132
The geographical analysis of revenue is as follows:
United Kingdom	1,336	1,335
Rest of Europe	478	421
North America	220	254
Rest of World	65	122
Total revenue	2,099	2,132

 

All revenue recognised in each financial year relates to services provided during those financial years.

 

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Deferred income at start of year	2,452	2,030
Billings to customers	1,226	2,554
Revenue recognised	(2,099)	(2,132)
Deferred income at end of year	1,579	2,452
Deferred income to be recognised within one year	1,206	1,362
Deferred income to be recognised after one year	373	1,090
Total	1,579	2,452

 

 

Administrative expenses

 

Expenses by nature	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Staff and related costs	1,188	1,969
Professional fees	171	220
Office related costs	89	131
Depreciation	11	6
Amortisation	86	157
Software services	137	225
Other expenses	336	299
Total	2,018	3,007

 

Administrative expenses include £79,000 (2024: £69,000) of research and development expenditure which did not meet the criteria for capitalisation.

 

 

Staff Costs

Staff costs – including directors	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Wages and salaries	1,359	1,756
Social security costs	187	205
Other pension costs	61	74
	1,607	2,035
Other staff costs	17	48
Total staff costs	1,624	2,083

 

Staff costs – including directors	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Included within cost of sales	134	-
Included within administrative expenses	1,188	1,969
Capitalised as software development costs	302	114
Total staff costs	1,624	2,083

 

	Year ended 31 December 2025	Year ended 31 December 2024
	No. of employees	No. of employees
The average number of employees (including Directors) of the Group was:	21	26

 

 

Finance expense

 

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Bank interest & charges payable	18	13
Other interest payable	2	20
Lease interest expense	1	-
Foreign exchange rate differences	9	8
	30	41

 

 

Loss on remeasurement of financial instruments

 

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Loss on remeasurement of CBILS loan	5	6
Loss on sale / revaluation of investment in KCR Residential REIT plc	44	37
	49	43

 

 

Exceptional costs

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Onerous supplier contract	133	-
Restructuring costs	-	141
	133	141

The 2025 exceptional costs relate to a multi-year supplier contract from which the Group is no longer expected to derive any value and is therefore now considered onerous.

The 2024 exceptional costs predominantly relate to the departure costs of the former Chief Executive.

 

Auditor’s remuneration

 

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Auditor’s remuneration	54	61

 

Corporation tax

There is a tax credit for the current year related to research & development reclaims. The tax assessed for the year is explained as follows:

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Loss on ordinary activities before taxation	(423)	(1,325)
Loss on ordinary activities multiplied by standard rate of UK corporation tax of 25% (2024: 25%)	(106)	(331)
Effect of:
Disallowable items	36	57
Increase in tax losses carried forward	70	274
Research & development reclaims	(49)	(58)
Total tax (credit)	(49)	(58)

 

The research & development reclaims are recognised when received.

The Group has unrecognised potential deferred tax assets totalling £2,788,000 (2024: 2,718,000) from trading losses carried forward of £4,108,000 (2024: £3,827,000) and other losses carried forward of £7,046,000 (2024: £7,046,000).

 

Earnings per ordinary share

The calculation of basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year.

	Year ended 31 December 2025	Year ended 31 December 2024
Loss attributable to equity shareholders (£’000)	(374)	(1,267)
Weighted number of ordinary shares in issue	191,042,195	137,013,405
Loss per ordinary share	(0.20)p	(0.92)p

Diluted earnings per share is taken as equal to basic earnings per share, as the Group’s average share price during the both the years ended 31 December 2024 and 2025 was lower than the exercise price of the share options and warrants and therefore the effect of including the share options and warrants would be anti-dilutive.

In June 2026 the Group announced a placing, Directors’ subscription and retail offer raising £453,396 (before expenses) through the issue of 60,452,728 shares and 60,452,728 warrants which is conditional upon shareholder approval of a resolution at a general meeting to be held on 7 July 2026.

 

Intangible assets – Group

	Software in use £’000	Software in development £’000	Total software £’000	Customer contracts £’000	Website £’000	Total intangible assets £’000
Cost or valuation
At 1 January 2025	677	236	913	-	-	913
Additions	-	414	414	-	-	414
Transfers	32	(32)	-	-	-	-
Disposals	-	-	-	-	-	-
At 31 December 2025	709	618	1,327	-	-	1,327
Accumulated amortisation
At 1 January 2025	594	-	594	-	-	594
Charge	86	-	86	-	-	86
Disposals	-	-	-	-	-	-
At 31 December 2025	680	-	680	-	-	680
Net book value 31 December 2025	29	618	647			647
Cost or valuation
At 1 January 2024	670	-	670	227	37	934
Additions	-	243	243	-	-	243
Disposals	-	-	-	(227)	(37)	(264)
At 31 December 2024	670	243	913	-	-	913
Accumulated amortisation
At 1 January 2024	437	-	437	227	37	701
Charge	157	-	157	-	-	157
Disposals	-	-	-	(227)	(37)	(264)
At 31 December 2024	594	-	594	-	-	594
Net book value 31 December 2024	76	243	319	-	-	319

 

 

Tangible and Right of use assets – Group

				Tangible assets £’000		Right of use assets £’000
Cost or valuation
At 1 January 2025				40		-
Additions				-		42
Disposals				(11)		-
At 31 December 2025				29		42
Accumulated depreciation
At 1 January 2025				31		-
Charge				5		6
Disposals				(11)		-
At 31 December 2025				25		6
Net Book Value 31 December 2025				4		36
Cost or valuation
At 1 January 2024				33		-
Additions				7		-
Disposals				-		-
At 31 December 2024				40		-
Accumulated depreciation
At 1 January 2024				25		-
Charge				6		-
Disposals				-		-
At 31 December 2024				31		-
Net Book Value 31 December 2024				9		-

 

 

Goodwill - Group

	31 December 2025 £’000	31 December 2024 £’000
Goodwill arising on the acquisition of Acuity Risk Management	5,154	5,154

 

The goodwill arose on the acquisition of Acuity Risk Management in April 2023. Both the value in use of the goodwill and its fair value less cost of disposal have been assessed, with the fair value less cost of disposal assessed to be slightly higher than its value in use.

The goodwill’s value in use was assessed using a discounted cashflow model. The cashflows were estimated over ten years in the following three tranches, with years one and two based on latest monthly forecasts out to December 2027, years three to five based on projections with individual growth assumptions applied to each of the projection components, and years six to ten based on growth in net cash flow of 1.25%. The ten year period reflects both the established nature of the Acuity Risk Management business and the integration of its software products into customers risk management infrastructure. The key assumption is the growth in new customer subscriptions for the Group’s software products over the first five years. This growth is forecast to be greater than achieved since 2023 due to the launch of new software products, and more investment in sales and marketing. The Group’s estimated weighted cost of capital of 6.40% has been used as the discount rate.

The goodwill’s fair value less cost of disposal was assessed by applying the valuation multiple from the industry index published by SaaS Capital to the Group’s revenue. At the end of April 2026 that index was 3.60, which less assumed disposal costs gives a recoverable amount of £7,300,000. That is £2,146,000 above the carrying value of the goodwill, and the index would need to drop to under 2.55 for the recoverable amount to fall below the carrying value.

Accordingly no impairment provision was deemed necessary at the reporting date.

Investments held at Fair Value through Profit and Loss

Investment in KCR Residential REIT plc

			Group & Company	Group & Company
			2025 £’000	2024 £’000
Cost of investments
At start of year			1,705	1,705
Disposals			(1,705)	-
At end of year			-	1,705
Fair value adjustment
At start of year			(1,498)	(1,461)
Change			(44)	(37)
Disposals			1,542	-
At end of year			-	(1,498)
Fair value of investment			-	207

The Company acquired its legacy investment in KCR Residential REIT plc in 2018. KCR is an AIM quoted real estate investment trust focused on the residential property market. The investment was classed as fair value through profit and loss in accordance with IFRS 9. As KCR is an AIM quoted company, it is measured under level 1 of the fair value hierarchy in accordance with IFRS 13. The investment was sold during 2025.

 

Investment in subsidiary

	Company	Company
	2025 £’000	2024 £’000
At start of year	4,210	4,210
Additions	1,000	-
At end of year	5,210	4,210

 

The Company owns 100% of the share capital of, and controls all of the voting rights in, Acuity Risk Management Ltd, a company incorporated in England & Wales with its registered office at Second Floor, 80 Cheapside, London, EC2V 6EE . Acuity Risk Management Ltd provides governance, risk and compliance software solutions that help organisations identify, assess, and manage their cyber security and other operational risks.

 

 

Trade and other receivables

	Group	Group	Company	Company
	31 December 2025 £’000	31 December 2024 £’000	31 December 2025 £’000	31 December 2024 £’000
Trade receivables	261	495	6	6
Prepayments and accrued income	39	146	3	3
Other receivables	6	31	-	13
	306	672	9	22

 

Intra group receivable

	Company	Company
	31 December 2025 £’000	31 December 2024 £’000
Intra group loan	497	604

 

The intra group loan is repayable on demand and interest free.

 

  Current liabilities

	Group	Group	Company	Company
	31 December 2025 £’000	31 December 2024 £’000	31 December 2025 £’000	31 December 2024 £’000
Trade payables	134	141	18	35
Employment taxes and VAT	150	104	2	2
Accruals	179	277	91	51
Other payables	11	10	1	11
Trade and other payables	474	532	112	99
Deferred income	1,206	1,362	-	-
Bank loans	64	68	-	-
Other loans	-	23	-	-
Lease liabilities	33	-	-	-
Loans and borrowings	97	91	-	-

 

The bank loan is a Coronavirus Business Interruption loan, (CBIL), that was taken out in July 2021. The loan is repayable over 6 years and is secured by a debenture. Under the terms of the CBILS no interest was payable for the first 12 months, therefore the CBIL has been fair valued through profit and loss. The fair value adjustment is disclosed in note 5.

The other loan was a short term loan taken out in 2024 and fully repaid in January 2025.

 

Long term liabilities

	Group	Group	Company	Company
	31 December 2025 £’000	31 December 2024 £’000	31 December 2025 £’000	31 December 2024 £’000
Deferred income	373	1,090	-	-
Bank loans	32	92	-	-
Loans and borrowings	32	92	-	-

 

Share capital

	31 December 2025 £’000	31 December 2024 £’000
Allotted, called up and fully paid
239,618,249 (2024: 150,128,159) ordinary shares of 0.1p each	240	150
2,645,954,765 (2024: 2,645,954,765) deferred shares of 0.1p each	2,646	2,646
	2,886	2,796

 

The deferred shares are effectively valueless as they have:

no voting rights other than at a class meeting of those shares; no rights to any dividends; no rights to return of assets until £100,000 has been paid on each ordinary share then limited to capital paid up.

The Company also has the right to purchase all deferred shares for nominal consideration.

During the year the Company undertook three tranches of equity fund raising:

In May 2025 issuing 42,107,143 ordinary shares raising £382,000 net of issue costs In July 2025 issuing 10,500,000 ordinary shares raising £105,000 In September 2025 issuing 35,000,000 ordinary shares raising £330,000 net of issue costs

In all these fund raising warrants were also issued to the subscribers allowing them to subscribe for the same number of shares over the following eighteen months at a price of 1.50p.

In addition the Company:

Issued 1,121,454 ordinary shares in May 2025 to settle an obligation to a supplier Issued a total of 761,493 ordinary shares (in tranches of 344,827 in May 2025 and 416,666 in August 2025) to settle obligations under a realisation sharing agreement with Ridgecrest plc

 

Share options

The group operates two share option schemes. An EMI approved share option scheme set up in 2024 and an older unapproved scheme.

 

		Unapproved Number	EMI Approved Number	Total Number
At 1 January 2024		1,500,000	-	1,500,000
Granted		-	7,131,088	7,131,088
Exercised		-	-	-
Lapsed		(600,000)	(2,251,922)	(2,851,922)
At 31 December 2024		900,000	4,879,166	5,779,166
Granted		-	2,251,922	2,251,922
Exercised		-	-	-
Lapsed		-	(1,876,602)	(1,876,602)
At 31 December 2025		900,000	5,254,486	6,154,486

 

The charges recognised in respect of these share option schemes were as follows:

			Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Unapproved share option scheme			-	-
EMI Approved share option scheme			18	27
			18	27

Unapproved share options scheme

At 31 December 2025 outstanding options granted over ordinary shares under the unapproved share option scheme were as follows;

Date granted	Dates Exercisable	Exercise price	Performance conditions	Number
15 July 2020	15 July 2023 to 14 July 2030	6.50p	None	500,000
25 Nov 2020	25 Nov 2023 to 24 Nov 2030	5.50p	None	400,000
				900,000

 

The weighted average exercise price for the Group’s options outstanding under the unapproved share option scheme at 31 December 2025 was 6.06p (2024: 6.06p).

The weighted average remaining contractual life of the share options under the unapproved scheme outstanding at 31 December 2025 was 4.7 years (2024: 5.7 years).

The options may only be exercised by option holders while they are still employees of the Group. If death in service occurs the options can be exercised (to the extent that they have vested) by the option holder’s personal representatives within 12 months from the date of death. If an option holder ceases to be employed and the Directors deem the option holder to be a ‘Good Leaver’ the options can be exercised (to the extent that they have vested) within six months from the date of cessation of employment.

The Group has used the Black-Scholes formula to calculate the fair value of outstanding share options. The assumptions applied to the Black-Scholes formula for share options issued and the fair value per option are detailed in the table below for options issued. Volatility was calculated using historical share price information for the six months prior to the date of grant.

 

Date of grant	15 July 2020	25 Nov 2020
Expected life of options	3 years	3 years
Volatility of share price	87%	96%
Dividend yield	0%	0%
Risk free interest rate	0.01%	0.01%
Share price at date of grant – adjusted for share reorganisation April 2023	6.5p	4.8p
Exercise price – adjusted for share reorganisation April 2023	6.5p	5.5p
Fair value per option – adjusted for share reorganisation April 2023	4.6p	3.5p

The volatility of the share price was estimated from historical share price movements over the period prior to grant equal to the expected life of the options.

EMI approved share option scheme

At 31 December 2025 outstanding options granted over ordinary shares under the EMI approved share option scheme were as follows;

Date granted	Dates Exercisable	Exercise price	Performance conditions	Number
26 June 2024	26 June 2024 to 25 June 2029	3.75p	Yes, see below	1,501,282
26 June 2024	26 June 2025 to 25 June 2034	3.75p	None	1,501,282
6 February 2025	6 February 2025 to 5 February 2030	3.75p	Yes, see below	2,251,922
				5,254,486

 

The options with performance conditions only vest when the market price of the Company's shares reaches double the exercise price for a period of at least five consecutive trading days.

The weighted average exercise price for the Group’s options outstanding under the unapproved share option scheme at 31 December 2025 was 3.75p (2024: 3.75p).

The weighted average remaining contractual life of the share options under the unapproved scheme outstanding at 31 December 2025 was 5.2 years (2024: 5.7 years).

The options lapse either immediately on the employment of the holder ceasing, or if the holder is deemed a “Good Leaver” under the terms of the scheme, six months after employment ceasing.

 

The Group has used a Monte Carlo model to calculate the fair value of the share options due to the performance criteria conditions for vesting. The assumptions applied to Monte Carlo model for share options issued and the resultant fair value per option are detailed in the table below for options. Volatility was calculated using historical share price information for the six months prior to the date of grant.

Date of grant	26 June 2024	26 June 2024	6 February 2025
Performance conditions	Yes, see above	None	Yes, see above
Time to maturity	4.5 years	9.5 years	10 years
Volatility of share price	43%	43%	29%
Dividend yield	0%	0%	0%
Risk free interest rate	4.19%	4.19%	3.90%
Share price at date of valuation	2.05p	2.05p	1.85p
Exercise price	3.75p	3.75p	3.75p
Fair value per option	1.51p	1.37p	1.53p

The volatility of the share price was estimated from historical share price movements over the period prior to grant equal to the expected life of the options.

 

Share warrants

On 25 April 2023, in connection with the acquisition of Acuity Risk Management, the Company issued certain advisers with warrants as follows:

Date granted	Dates Exercisable	Exercise price	Number
25 April 2023	25 April 2024 to 24 April 2026	4.50p	2,149,999

 

The Group has used the Black-Scholes formula to calculate the fair value of outstanding warrants. The assumptions applied to the Black-Scholes formula for share warrants issued and the fair value per warrant are detailed in the table below for warrants issued. The whole fair value of the warrants was recognised in 2023.

Date of grant	25 April 2023
Expected life of the warrants	3 years
Volatility of share price	60.2%
Dividend yield	0%
Risk free interest rate	3.67%
Share price at date of valuation	6.0p
Exercise price	4.5p
Fair value per warrant	3.1p

The volatility of the share price was estimated from historical share price movements over the period prior to grant equal to the expected life of the warrants.

During 2025 the Company issued warrants to subscribers of new shares as follows:

Date granted	Dates Exercisable	Exercise price	Number	Valuation £’000
19 May 2025	19 May 2025 to 23 November 2026	1.50p	42,107,143	59
4 July 2025	4 July 2025 to 4 January 2027	1.50p	10,500,000	15
22 September 2025	22 September 2025 to 26 March 2027	1.50p	35,000,000	30
			87,607,143	104

 

The warrants have an accelerator clause whereby if the closing mid-market price of the Company’s shares is sustained at greater than 2.00p for five consecutive trading days within twelve months of issue, the Company may give notice for the holder to exercise or forfeit the warrants.

The Group has used the Black-Scholes formula to calculate the fair value of outstanding warrants. The assumptions applied to the Black-Scholes formula for share warrants issued and the fair value per warrant are detailed in the table below for warrants issued.

 

Date of grant	19 May 2025	4 July 2025	22 September 2025
Expected life of the warrants	1.5 years	1.5 years	1.5 years
Volatility of share price	44.3%	45.3%	43.3%
Dividend yield	0%	0%	0%
Risk free interest rate	3.93%	3.90%	3.65%
Share price at date of valuation	1.100p	1.100p	0.975p
Exercise price	1.500p	1.500p	1.500p
Fair value per warrant	0.139p	0.144p	0.086p

The volatility of the share price was estimated from historical share price movements over the period prior to grant equal to the expected life of the warrants.

 

Pensions

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. Employer contributions for the year were £61,000 (2024: £74,000), of which £7,000 (2024: £10,000) was payable at the end of the year.

Contributions payable to the pension scheme are charged to the income statement in the year to which they relate. The Group has no further payment obligations once the contributions have been paid.

 

Transactions with related parties

Group and Company

The key management personnel of the Company are considered to be the Directors.

Acuity Risk Management Limited, a 100% owned subsidiary, was charged £60,000 for management fees for the period ended 31 December 2025 (12 months ended December 2024: £60,000), of which £5,000 + VAT = £6,000 was payable at 31 December 2025 (2024: £6,000).

 

Financial instruments and risk profile

The Group’s and Company’s financial instruments comprises cash balances, debtors and creditors that arise directly from its operations and derivative instruments. The Group and Company are exposed to risk through the use of financial instruments and specifically to liquidity and market price risk and foreign exchange rate risks, which result from the Group’s operating activities.

The Board’s policy for managing these risks is summarised below.

Foreign exchange rate risks

Where possible the Group contracts with overseas customers in Sterling. However occasionally the Group will agree to contract in major international currencies.

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented on the face of the Statement of financial position. The movement in the capital to overall financing ratio is shown below:

 

	Group	Group	Company	Company
	31 December 2025 £’000	31 December 2024 £’000	31 December 2025 £’000	31 December 2024 £’000
Equity	4,287	3,800	5,801	5,306
Less: cash and cash equivalents	(322)	(606)	(197)	(362)
Capital	3,965	3,194	5,604	4,944
Equity	4,287	3,800	5,801	5,305
Loans and borrowings	129	183	-	-
Overall financing	4,416	3,983	5,801	5,305
Capital to overall financing	89.8%	80.2%	96.6%	93.2%

 

 

In order to maintain or adjust the capital structure, the Group may issue new shares or change the level of loans and borrowings.

Credit risk

The Group’s exposure to credit risk is limited to the carrying amount of the following financial assets recognised at the balance sheet date.

	Group	Group	Company	Company
	31 December 2025 £’000	31 December 2024 £’000	31 December 2025 £’000	31 December 2024 £’000
Trade receivables	261	495	6	6
Other receivables	6	31	-	13
Cash and cash equivalents	332	606	197	362
Intra group loan	-	-	497	604
	599	1,132	700	985

 

Summary of financial assets and liabilities by category

The carrying amount of financial assets and liabilities as recognised at the balance sheet date of the reporting periods under review may also be   categorised as below:

	Group	Group	Company	Company
	31 December 2025 £’000	31 December 2024 £’000	31 December 2025 £’000	31 December 2024 £’000
Assets
Trade receivables	261	495	6	6
Other receivables	6	31	-	13
Cash and cash equivalents	332	606	197	362
Intra group loan	-	-	497	604
Financial assets at amortised cost	599	1,132	700	985
Investments	-	207	-	207
Financial assets at FVTPL	-	207	-	207
Liabilities
Trade payables	134	141	18	35
Accruals	179	277	91	51
Other liabilities	11	10	1	11
Other loans	-	23	-	-
Lease liabilities	33	-	-	-
Financial liabilities carried at amortised cost	357	451	110	97
Bank loans	96	160	-	-
Financial liabilities carried at FVTPL	96	160	-	-

 

The financial instruments held at fair value through profit or loss have been valued in accordance with IFRS 13. In the current year, these are determined by reference to quoted prices where there is an active market for identical assets or liabilities. Otherwise, the fair value is determined by using valuation techniques such as earnings multiples. There is no material difference between the carrying value and fair value of the Group’s aggregate financial assets and liabilities.

 

Interest rate risk profile of financial liabilities

	Group	Group	Company	Company
	31 December 2025 £’000	31 December 2024 £’000	31 December 2025 £’000	31 December 2024 £’000
Floating rate financial liabilities	-	-	-	-
Fixed rate financial liabilities	129	183	-	-
Financial liabilities on which no interest is paid	324	428	110	97
	453	611	110	97

 

Subsidiary undertakings

At 31 December 2025 the Group held 100% of the equity of the following:

 

Company name	Country of registration	Principal activity	Holding	Class of shares
Acuity Risk Management Limited	England	Software development	100%	Ordinary & A Ordinary

 

The registered address of the Acuity Risk Management Limited is the same as that of the parent company, see note 26.

 

Company information

The Company is a Public Limited Company registered in England and Wales. The registered office is Second Floor, 80 Cheapside, London EC2V 6EE.

 

Ultimate controlling party

The Directors believe that there is no overall controlling party of the Company.

 

Events after the reporting date  

In March 2026 the Group issued 2,201,408 shares in lieu of deferred salaries and 2,670,847 shares to settle two supplier invoices.

The share warrants issued on 25 April 2023 lapsed without being exercised on 24 April 2026.

In June 2026 the Group announced a placing, Directors’ subscription and retail offer raising £453,396 (before expenses) through the issue of 60,452,728 shares and 60,452,728 warrants which is conditional upon shareholder approval of a resolution at a general meeting to be held on 7 July 2026.

 

Contingent liabilities  

There are no disclosable contingent liabilities.

 

Additional Information

Advisers and key services providers

Directors	Angus Forrest (Non-Executive Chairman)
	David Rajakovich (Chief Executive)
	Duncan Harper (Finance Director)
	John Wakefield (Non-Executive Director)
	Nick Clark (Non-Executive Director)
Company secretary	Marie-Claire Haines
Registered office	Second Floor, 80 Cheapside
	London
	EC2V 6EE
Registered number	00298654
Website	www.acuityrmgroup.com
Email	info@acuityrmgroup.com
Auditors	PKF Littlejohn LLP
	30 Churchill Place
	London
	E14 5RE
Nominated advisor and joint broker	Zeus Capital (zeuscapital.co.uk)
	125 Old Broad Street
	London EC2N 1AR
Joint brokers	AlbR Capital (albrcapital.com)
	80 Cheapside
	London EC2V 6EE
	Clear Capital Markets (clearcapitalmarkets.co.uk)
	6th Floor, Wilson’s Corner, 23-25 Wilson Street
	London EC2M 2DD
Registrars	Neville Registrars (nevilleregistrars.co.uk)
	Neville House, Steelpark Road
	Halesowen
	B62 8HD
	0121 585 1131
Bankers	Barclays Bank National Westminster Bank
Lawyers	Marriott Harrison