REG - Big Technologies PLC - Audited Results for the year to 31 December 2025
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RNS Number : 5284Y Big Technologies PLC 30 March 2026
Big Technologies plc
("Big Technologies" or the "Company", and together with its subsidiaries, the
"Group")
AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
RICKMANSWORTH, UK - 30 March 2026: Big Technologies plc (AIM: BIG), a leading
provider of electronic monitoring solutions, today announces its results for
the year ended 31 December 2025.
Financial Highlights
· ARR growth of 12% on a constant currency basis to £52.4m (2024:
£46.8m), giving greater visibility around continued revenue growth in 2026.
· Revenue growth on a constant currency basis of 3% to £49.7m
(2024: £48.1m), rising to 9% after adjusting for the loss of the Colombia
contract in 2024.
· Adjusted EBITDA of £24.6m (2024: £27.0m), reflecting a change
in margin mix, and investments made in strengthening the Group's management
which, following cost saving actions taken, are expected to be cost neutral in
future periods.
· Cash of £93.4m at 31 December 2025, £61.9m excluding £31.5m
paid post year end in relation to the recent settlement of the Buddi
Litigation (31 December 2024: £95.7m).
Financial Progress
Year ended 31 December 2025 2024
Annual Recurring Revenue ("ARR")
ARR(1) at year end (2024 adjusted for constant currency)(2) £52.4m £46.8m
Net Revenue Retention ("NRR")(3) 105% 96%
Profit and Loss
Revenue (2024 adjusted for constant currency)(2) £49.7m £48.1m
Adjusted EBITDA(4) £24.6m £27.0m
Adjusted Operating Profit(4) £18.5m £21.2m
Statutory Operating (Loss)/Profit (£23.0m) £2.2m
Basic (Loss)/Earnings per Share (8.0p) 0.8p
Adjusted Basic Earnings per Share(4) 6.2p 6.8p
Cash
Cash and cash equivalents at year end £93.4m £95.7m
Cash generated from operations adjusted for spend on exceptional items(5) £23.7m £23.9m
Operational Highlights
· Implementation of a revised management structure to deliver
increased accountability and effectiveness across the Group, and increased
focus on new business growth, delivering a strong impact:
o 16 new wins across 10 US states in the last six months, growing ARR in the
country by 40% in 2025 (2024: 1%).
o The number of Alcotags with clients increased by 274% to 1,664 (2024:
445), reflecting strong customer adoption and favourable performance compared
to competitor technology.
o Post period end, Buddi, together with its service provider Sonda SA, has
been awarded a contract with the Gendarmerie in Chile. The contract is for an
initial period of 7 years with total revenues expected to be c. $26m. The
incumbent is appealing the decision; however, the client has requested that
Buddi and Sonda start delivering the contract over the next 5 months.
· Continued investment in product innovation and development with
the Group's new AlcoBreath product released in December, complementing the
Group's well received AlcoTag proposition. The Group continues to enhance its
Eagle monitoring platform through the application of AI to improve analytics
and reporting.
· Targeted investment in US operations, including the establishment
of a regional monitoring centre to service the Group's growing client base in
the Americas. Further targeted investment anticipated in the US to increase
regional autonomy and accelerate growth.
· Settlement of Buddi Litigation following the year end, removing
uncertainty and reducing ongoing legal spend.
Ian Johnson, Chief Executive Officer said:
"The Group's best-in-class technology, loyal client base and strong balance
sheet positions it well to capitalise on the growth opportunities presented by
the expanding offender electronic monitoring market.
The organisational changes implemented during the second half of 2025 are
beginning to deliver strong growth for the business. I would like to pay
tribute to our excellent team in the Americas who are growing our business
across the region, securing 16 new contracts in 10 US states over the last six
months.
The Group continues to build its new business momentum, notably with the award
of the Chile contract, together with our service partner Sonda SA, further
underlining the potential for the business. I look forward with increasing
confidence in the Group's ability to deliver on its strong growth potential.
2025 has been a turbulent year for the Group and I would like to thank all of
our employees for their resilience and continued dedication through this
difficult period, as we continue to grow the business and deliver a truly
exceptional service to our client base."
For further information please contact:
Big Technologies plc +44 (0) 19 2360 1910
Ian Johnson (Chief Executive Officer)
Mike Johns (Chief Financial Officer)
+44 (0) 203 829 5000
Zeus (Nominated Adviser and Joint Broker)
Dan Bate / Kieran Russell (Investment Banking)
Benjamin Robertson (Equity Capital Markets)
Singer Capital Markets (Joint Broker) +44 (0) 207 496 3000
James Moat / Shaun Dobson / James Todd (Investment Banking)
1 ARR is the value of continuing revenue from recurring accounts at
a specific point in time, normalised to a one year period
2 Constant currency is calculated by recalculating prior period
revenues using prevailing average exchange rates for the current year and by
recalculating prior period ARR at the prevailing balance sheet rate.
3 NRR is calculated as the percentage of year end ARR deriving from
accounts that were clients of the Group at the beginning of the year, divided
by the ARR from those accounts at the beginning of the year. The calculation
includes growth in those accounts, less any terminations.
4 Adjusted EBITDA and Adjusted Operating Profit exclude share-based
payments and other adjusting items, including but not limited to provisions
for legal expenses in relation to ongoing and concluded litigation, associated
costs relating to the legal proceedings, an exceptional foreign exchange loss
of £4.0m relating to funds held in US Dollars in anticipation of a potential
acquisition and the depreciation of tags recognized through cost of sales.
Adjusted Operating Profit also excludes the amortisation of acquired
intangibles. Adjusted Basic Earnings per Share excludes all of the above and
the tax effect of these adjustments.
5 Cash generated from operations adjusted for spend on exceptional
items excludes the cash outflow for exceptional costs, specifically cash
outflows for legal fees in respect of litigation and other associated costs,
and acquisition related cash outflows.
About Big Technologies
Our mission is to deliver innovative, high-quality electronic monitoring
solutions that combine advanced hardware and software to support monitoring of
individuals in our core criminal justice business. Big Technologies is a
market leader in the electronic monitoring industry, operating under the
trusted 'Buddi' brand. Through its integrated technology platform, Buddi
offers state-of-the-art Electronic Monitoring solutions on a
subscription-based, SaaS-like model. This platform is highly flexible and
scalable, enabling tailored deployments across diverse use cases and
geographies.
For more information, please visit www.buddi.com (http://www.buddi.com/)
Forward-looking statements
This announcement contains certain projections and other forward-looking
statements with respect to the financial condition, results of operations,
businesses and prospects of Big Technologies plc. The use of terms such as
"may", "will", "should", "expect", "anticipate", "project", "estimate",
"intend", "continue", "target" or "believe" and similar expressions (or the
negatives thereof) are generally intended to identify forward-looking
statements. These statements are based on current expectations and involve
risk and uncertainty because they relate to events and depend upon
circumstances that may or may not occur in the future. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements. Any of
the assumptions underlying these forward-looking statements could prove
inaccurate or incorrect and therefore any results contemplated in the
forward-looking statements may not actually be achieved. Nothing contained in
this announcement should be construed as a profit forecast or profit estimate.
Investors or other recipients are cautioned not to place undue reliance on any
forward-looking statements contained herein. Big Technologies plc undertakes
no obligation to update or revise (publicly or otherwise) any forward-looking
statement, whether as a result of new information, future events or other
circumstances.
Chair's statement
Resilience in the face of unprecedented challenges
2025 has been a turbulent and consequential year for Big Technologies plc. The
Group has experienced an almost complete turnover of the Board of Directors
from the beginning of the year and has been engaged in significant and
protracted litigation, including with the Founder and former CEO of the
business.
Despite this backdrop, the business ends the year with stronger management,
stronger strategic positioning and stronger growth, and I personally would
like to extend my gratitude to all of our dedicated employees for their hard
work during these exceptionally challenging circumstances. Their commitment
has ensured that our global client base has continued to receive exceptional
service for their vital electronic monitoring programs.
Enhancing the Buddi Brand
The Buddi brand is already a mark of quality in the electronic monitoring
market. Buddi is strongly represented in Australia and New Zealand and has a
historic presence across UK police forces. The focus of the team is now to
geographically build on the Buddi reputation for excellence and accelerate
growth in Europe and the Americas. We are already seeing the benefit of the
structural changes implemented during the year in these regions and look
forward to reporting on these developments in 2026.
Clearly, maintaining Buddi's competitive advantage both in terms of reputation
and positioning as a trusted quality brand is heavily reliant on the business'
ability to continue to drive innovation across its product range. To that end,
the business has been focused on harnessing the new technologies arising from
AI and other innovation to ensure that Buddi proactively and efficiently
addresses new challenges for our clients as they arise. As such we continue to
seek selectively collaborative partnership arrangements to achieve these
objectives.
In 2026, the Group will look to build on its revitalised growth in the last
financial year, relentlessly focusing on building pipeline and delivering
accretive growth both by geographical and product expansion, and by
judiciously considering acquisitions where apt in tandem with collaborating
strategic alliances.
Board and Governance
The Group has embarked on a process of strengthening the Board and its
governance framework. One Advisory was appointed during the year to act as
Company Secretary and provide governance advice. Following the year end Simon
Thomson joined the Board as a non-executive Director, bringing with him
significant litigation and commercial experience, bolstering the Board's
skills and expertise.
These developments are the start of further steps to be taken with a view of
strengthening the Board to ensure it is fully equipped with a broad range of
skills and experience to drive the Group forward over the coming years and to
realise the growth potential of the business.
The Executive team - Ian Johnson and Mike Johns - have shown remarkable
resilience in tackling the challenges whilst continuing to deliver strong
performance since their appointment in May 2025, supported by the senior
leadership team spearheaded by our COO, Charles Lewinton. The Board looks
ahead with ambition for the business, particularly in the US, where the
expansion of operational capabilities is contributing to strong growth and the
market shows considerable potential.
Normalising the Business
It is in all stakeholders' interests for the Group to focus on the provision
of electronic monitoring services for our clients, and deliver strong growth.
The Board has set a pragmatic strategy to resolve the litigation which the
Group is engaged in, whilst ensuring that management can focus on driving
performance in the underlying business.
At the time of writing this, I am pleased to report that we have achieved
progress in this respect, with the Buddi Litigation settling shortly after the
year end. This has provided certainty to stakeholders de-risking the Group in
a commercially pragmatic manner.
The settlement of the Buddi Litigation has further contributed to a material
reduction of legal spend in the Group. Sizeable costs were incurred in 2025
while engaging in litigation and related activities and given our strong
desire to direct legal expenditure proportionately many of these costs were
reduced or removed during the final months of 2025. We continue in our efforts
to settle the litigation with the Founder.
Finally, I would like to extend my gratitude to the full team at the Group for
the exceptional resilience and commitment they have exhibited and their
invaluable contribution, as well as to all our shareholders who have continued
to support the company in spite of huge uncertainty. With ambition, pragmatism
and resolution, I remain confident that the future will be one where the
Company will thrive.
Sangita Shah
Interim Chair
27 March 2026
Chief Executive Officer's Report
Overview
I am proud to lead Buddi into a new era of growth, innovation, and operational
excellence. Over the past year, we have strengthened our foundations and
positioned the business for sustainable success. Buddi remains a global leader
in electronic monitoring solutions, and our mission is to project Buddi as the
most trusted provider globally.
The resolution of the Buddi Litigation allows the business to move forward
with clarity and focus, ensuring that our time, energy, and resources are
dedicated to strengthening the business and driving our strategic priorities.
My priority in 2025 was to embed a new structure and provide stability across
the organisation as the foundation for sustainable success. By strengthening
our operational framework and governance, we have created the conditions for a
high-performance culture to thrive. This disciplined approach is already
delivering results, enabling us to return the business to revenue growth,
improve efficiency, and provide exceptional value to our customers and
shareholders. With the right organisation in place and the talented team we
have at Buddi, I am confident we can build on this foundation to achieve
outstanding results in the years ahead.
Strategy
Our strategy remains clear: to accelerate growth in the criminal justice
sector by deepening relationships with existing customers and expanding into
markets where we are currently underrepresented. At the heart of this strategy
is our determination to be recognised as the most trusted provider of
electronic monitoring technologies worldwide. To achieve this, we have
identified the following three near-term strategic priorities that will create
long-term value for our stakeholders:
Increase US Market Presence
The United States remains a significant growth opportunity for Buddi. During
the year, we expanded our presence in the US, the largest electronic
monitoring market globally, where we have historically been underrepresented.
ARR in the USA grew 40% in 2025 (2024: 1%), demonstrating strong momentum. We
also leveraged our NASPO supplier status to access procurement channels across
all 50 states, securing new customer accounts and further expanding our
footprint in the market.
We strengthened our operational capability by opening a new monitoring centre
in the US, comprising a multidisciplinary team. This strategic investment
positions Buddi to deliver high-quality services and support future growth
opportunities across the region. We will continue to invest in operational
capabilities in the US in 2026 to service our expanding client base.
We will also continue to assess complementary inorganic opportunities in the
US to further expand the Group's footprint.
Global Expansion and Contract Wins
Beyond the US, Buddi has continued to grow internationally. During the year,
we successfully launched operations under a new contract for the Ministry Of
Justice in Northern Ireland and secured additional agreements in key markets
including the US, Canada, New Zealand, Lithuania, Latvia and Switzerland.
These wins reinforce our reputation as a trusted partner and demonstrate the
scalability of our technology across diverse jurisdictions.
Our business in Australia and New Zealand continues to perform well and we are
seeing increased demand from existing customers for new border control and
domestic violence related applications. In Central America we welcomed a new
customer during the year and saw a former customer return following a period
using a competitor.
Looking ahead, the Group will selectively partner with service organisations
on larger full-service bids. This will open additional opportunities for Buddi
while allowing the Group to focus on what it does best, the provision of
superior electronic monitoring equipment.
Technological Innovation and Operational Excellence
Continued technological innovation is at the heart of Buddi's future.
Maintaining the Group's technology advantage is crucial to strengthening our
market share, particularly in the US. Buddi will continue to develop its
expanding suite of leading technologies to ensure it delivers for our
customers' evolving needs.
Following its 2024 debut, AlcoTag, Buddi's first body-worn alcohol detection
tag, saw rapid adoption in 2025 with the number of units with customers
increasing by 274% in 2025. AlcoTag reinforces sobriety compliance and
enhances community safety globally. Building on this success, we are
developing the next-generation version of AlcoTag, expected to launch in 2026,
and have recently introduced AlcoBreath, a remote breath analysis product,
further strengthening our leadership in alcohol monitoring solutions.
We continue to ensure that our Eagle software operating platform remains a
product leader, with continued investment in integrating the latest
developments in AI to improve analytics and reporting.
Financial
Performance
The Group performed strongly in 2025 despite a challenging backdrop of
contract losses in the previous year, disruption from leadership changes and
ongoing litigation. This is demonstrated by strong growth in ARR in 2025 of
12% (2024: 2%), driven by new contract wins in the Americas and EMEA, and
expansion of the customer base in APAC.
Revenue grew on a constant currency basis by 3%, reflecting a return to growth
after the loss of the Colombia contract in 2024 and the ending of the
temporary MOJ contract in H1 2025. New contract wins in late 2025, and early
in 2026 give strong visibility over strengthening revenue growth in 2026.
Gross margins reduced to 66% in 2025 (2024: 68%) reflecting changes in revenue
mix, following the ending of the higher margin Colombia contract and the
commencement of the full-service Northern Ireland contract. Gross margin is
expected to reduce in a controlled manner over the coming years as growth in
the competitive US market grows as a proportion of the Group's total revenue.
Adjusted EBITDA decreased to £24.6m (2024: £27.0m) in the period, driven by
foreign exchange volatility, the impact of the changing gross margin revenue
mix and investment in strengthening the Group's management made in H2 2025
ahead of offset cost efficiencies, which are expected to be realised in 2026.
The Group retains a robust balance sheet, underpinned by a strong cash
position of £93.4m (2024: £95.7m). Adjusting for the initial incoming
litigation settlement payment of £31.5m would have reduced the year end cash
position to £61.9m. This strength gives the Group flexibility as it looks to
expand its footprint in the US.
Summary and outlook
We remain focused on enhancing shareholder value, while maintaining a
disciplined approach to capital allocation.
2025 marked a year of strategic progress for Buddi. We strengthened our
operational capability and expanded our global footprint, laying firm
foundations for sustainable growth.
Looking ahead, our focus is on driving innovation, deepening customer
partnerships and leveraging our enhanced infrastructure to deliver long-term
value for all stakeholders. With a refreshed leadership team and a clear
strategic direction, we are well positioned to capture new opportunities and
accelerate our growth trajectory.
The Group has started 2026 well, supported by a number of new contract wins,
and we look to the future with confidence. The Board expects the Group's
performance in 2026 will be in line with market expectations and that new
contracts won will deliver further growth in 2027 and beyond.
Ian Johnson
Chief Executive Officer
27 March 2026
Chief Operating Officer's Report
This past year has been one of meaningful progress, operational strengthening,
and building momentum across our global footprint. The Buddi team has not only
met but exceeded its goals for the year, delivering multiple product launches,
opening new operational offices, and strengthening internal processes.
Continuous Product Innovation
Several new products were brought to market during the year, including the
updated AlcoTag v1.6 with enhanced barrier detection, the compact AlcoBreath
unit which combines highly accurate breath alcohol detection, GPS, 4G
connectivity, and facial AI, and updated versions of the SmartBeacon with
fingerprint detection and the Smart Release tool.
This momentum in product development is continuing with the planned release of
AlcoTag version 2, featuring a 50% reduction in size, new capabilities, and
extended battery life. In addition, the much‑anticipated On‑Body Charger
v4 will launch, offering a unique "find me" feature, battery status display,
and RF communication.
Our strong R&D team comprised of multiple industry and technology experts
continues to be central to our success. New team structures introduced this
year have strengthened leadership and increased staff engagement, enabling us
to remain agile and highly responsive to customer needs.
Within the Buddi Eagle platform, our software solution that enables customer
analysis, device setup, and monitoring, multiple new AI features were
introduced. Customer adoption has been rapid, and feedback from key users
indicates significant time‑saving opportunities from integrating AI into
electronic monitoring. We plan to continue delivering new AI capabilities at
speed over the coming year, including the introduction of AI agents to augment
the monitoring centre and reduce reliance solely on human monitoring staff.
Operational Excellence
We successfully mobilised the Northern Ireland operation, including
transitioning staff from the incumbent provider, establishing a new office
in‑country, and training and supporting new team members to carry out
day‑to‑day device fitting. A dedicated monitoring team was also set up at
head office to support the customer. The entire setup was completed in just
two months, ensuring a smooth and efficient transition.
Alongside the new Northern Ireland operation, we established an in‑country
monitoring centre in our American office. Access to in‑house monitoring in
the US allows Buddi to pursue a broader range of bids and contracts and is
critical to our growth strategy in the region. Over the next year, this team
will expand further to meet customer demand and operate as part of Buddi's
global monitoring capability across four international time zones.
Buddi has long been recognised as a leader in customer service within
Electronic Monitoring, and this year has been no exception. The team continues
to receive positive feedback for its proactive approach and excellent customer
support. As Buddi continues to grow, the team is well positioned to scale
effectively and serve a wider customer base.
High Quality Manufacturing
Our UK production facility has successfully met the demands of an expanding
customer base and the introduction of new products, while maintaining a strong
focus on quality. Manufacturing output increased from 24,000 units in 2024 to
37,000 in 2025 due to increased customer demand, new technology and migration
to latest products. Additional quality roles and enhanced processes have been
introduced to ensure that as we scale, the high‑quality standards Buddi is
known for continue to be upheld.
Looking ahead, the Group plans to begin manufacturing in America from 2027,
complementing its current UK production facility based in Norwich. As our
presence in the US expands, access to locally produced devices and return
facilities will reduce costs and strengthen our position in the market.
Talented Team
I would like to personally thank the entire team for the dedication,
resilience, and excellence they have demonstrated throughout the year. Buddi's
employees consistently deliver and the quality of their work has strengthened
our operations and set a benchmark for what we can achieve together.
Charles Lewinton
Chief Operating Officer
27 March 2026
Chief Financial Officer's Report
ARR
The Group has introduced the use of ARR as a key financial metric for the
Group as of the interim results in 2025. ARR provides a view of forward
revenues and provides a useful view of how the profile of the business has
changed from year to year, particularly given the Group's revenues
predominantly originate from recurring leased equipment to its clients in a
SaaS-like model.
ARR grew by 12% to £52.4m (2024: £46.8m) in the year to 31 December 2025 on
a constant currency basis, compared with growth of 2% in 2024. The
acceleration in growth is driven by both new business wins, contributing to
growth of 7% in 2025 (2024: 6%), and strong base growth, with Net Revenue
Retention ("NRR") of 105% in the year to 31 December 2025 (2024: 96%).
ARR grew on a constant currency basis in each of the Group's three regions.
ARR growth was 10% in APAC (2024: 4%), driven by increase in volumes across
the regional client base. EMEA grew by 11% (2024: decline of 18%), underpinned
by the win in Northern Ireland and the commencement of Switzerland. ARR in the
Americas grew by 25% (2024: 21%), predominantly through expansion in the US,
which grew by 40% (2024: 1%). The Group has implemented a new organisational
structure in the US as well as invested in new operational capabilities in the
region.
NRR in the year was 105% (2024: 96%), reflecting both a robust and expanding
base. Expansion in the base was principally driven by volume growth across the
APAC region.
Revenue
On a constant currency basis, revenue grew to £49.7m in 2025 (2024: £48.1m
c/c), growth of 3%. On a statutory basis, revenue in 2024 was £50.3m,
resulting in a reduction of 1%. The adverse impact from foreign exchange was
principally driven by the weakening of the Australian and New Zealand Dollars,
of which the majority of the Group's revenues are derived, against Sterling.
Revenue growth in the USA, a key focus of the Group, was strong at 26% on a
constant currency basis. The average number of individual clients in the USA
in 2025 was 115 (2024: 90), an increase of 28% which demonstrates the Group's
new momentum in the region.
Gross Profit and Margin
Gross profit was £32.9m in 2025 (2024: £34.2m) and gross margin was 66%
(2024: 68%). The reduction in gross margin is a result of a shifting margin
mix across the Group, with 2024 bolstered by the tail end of the high margin
Colombia contract and 2025 impacted by the full-service Northern Ireland
contract.
Looking ahead, the Group expects a controlled reduction in gross margin in the
coming years as it looks to accelerate revenue growth in the US. Revenue
growth in the US is typically at a lower margin than other regions as a result
of the fragmented nature of the market.
In order to mitigate the impact of the lower margin service elements of
certain contracts, the Group will selectively partner to allow it to
effectively compete in larger full-service opportunities.
Operating Profit and EBITDA
Adjusted operating profit has decreased to £18.5m (2024: £21.2m) and
adjusted operating margin has decreased to 37% (2024: 42%). The reduction in
operating margin in the year partially relates to the impact in gross margin
detailed above, partially due to inflation on the cost base and partially due
to previously communicated investment in H2 2025. This investment was
implemented ahead of offsetting savings, which are expected to flow through
from the start of 2026.
Adjusted EBITDA decreased to £24.6m (2024: £27.0m) and adjusted EBITDA
margin has decreased to 49% (2024: 54%) reflecting the impact to operating
profit above and offset by a small increase in the depreciation of tags
recognised in cost of sales that has impacted operating profit, reflecting the
constant currency increase in revenue.
Non-Underlying Items
2025 has been an unprecedented year for the Group, with multiple director
changes and two sets of litigation. As a result, non-underlying items before
tax were £41.5m (2024: £19.0m). Excluding share-based payment expenses and
credits, non-underlying items were £52.3m (2024: £9.3m).
In 2025, the Group received a share-based credit of £10.8m (2024: expense of
£9.7m), which related to the unwinding of the growth share charge for leavers
of the Group in 2025.
Of the remaining non-underlying items, the majority of the increase from the
previous year relates to the settlement of the Buddi Litigation in January
2026, for which a full provision of £38.5m has been made in 2025 (2024:
£nil, the Group reported a contingent liability). Legal costs in relation to
activity on both pieces of litigation amounted to £8.1m (2024: £9.0m) and
are expected to drop significantly in 2026 following a rationalisation of
legal advisors and settlement of the Buddi Litigation.
The Group also incurred an exceptional foreign exchange loss of £4.0m (2024:
£nil) in relation to funds held in USD in anticipation of an acquisition. The
funds were repatriated at the earliest opportunity following the change of
management mid-year.
Taxation
The total tax charge for the year ended 31 December 2025 was £2.7m (2024:
£3.0m). On an adjusted basis, the total tax charge for the Group was £3.0m
(2024: £4.5m), representing an adjusted effective tax rate of 14.0% (2024:
18.5%).
The Group continues to review potential tax implications arising from
litigation activity.
Statutory Results
The Group reported a loss for the year attributable to ordinary shareholders
of £23.2m in 2025 (2024: profit of £2.4m).
Earnings per Share
Basic Loss per Share decreased to 8.0 pence (2024: Earnings of 0.8 pence), and
Diluted Loss per Share decreased to 8.0 pence (2024: Earnings of 0.8 pence.
The reduction in both Basic and Diluted Loss per Share is principally a result
of exceptional costs in relating to the litigation including the provision for
settlement on the Buddi Litigation agreed in January 2026.
Adjusted Basic Earnings per Share decreased to 6.2 pence (2024: 6.8 pence) and
Adjusted Diluted Earnings per Share decreased to 6.2 pence (2024: 6.5 pence)
reflecting the reduction in profitability detailed above.
Balance Sheet
The Group continues to benefit from a robust balance sheet following the
settlement of the Buddi Litigation with net assets of £91.3m (2024:
£128.7m). Net current assets at 31 December 2025 were £67.5m (2024:
£103.5m), underpinned by the Group's strong cash position.
Cash at 31 December was £93.4m (2024: £95.7m), which was prior to the
payment of the initial part of the settlement of the Buddi Litigation of
£31.5m. Deducting the initial payment of £31.5m from the year end cash
position would result in an adjusted year end cash position of £61.9m. The
remaining £7.0m of settlement fees are deferred in monthly payments over 18
months. The Group's cash position remains significantly above operational cash
requirements for the business, and the use of this cash will be assessed
following the conclusion of the remaining open litigation in line with a clear
capital allocation policy.
Trade receivables at 31 December 2025 were £6.8m (2024: £6.6m), of which
£1.0m were overdue for payment at the year end (2024: £3.1m). The Group's
overdue position has benefited from the introduction of weekly receivables
reporting.
Cash Flow
Cash generated from operations in the year was £10.2m (2024: £20.4m). Of
this, £13.5m (2024: £3.5m) related to spend on exceptional items including
fees in relation to ongoing litigation and associated expenses. Adjusting for
the exceptional spend would result in £23.7m cash generated from the core
operations of the Group in 2025 (2024: £23.9m), demonstrating continuing
strong operating cash conversion.
Strengthened Financial Processes
During 2025 a number of financial process improvements have occurred,
including the reorganisation of the finance team to improve accountability,
strengthening of financial controls and the creation of detailed financial
modelling processes. The revised approach puts at its centre the timely
provision of accurate financial information to the Group's Board and Executive
Leadership Team, improving the quality of decision making and providing a
framework for operational processes.
Since the year end, the Group has also implemented a FX hedging policy for the
first time, with the Group hedging against its net FX exposure for Australian
Dollars, New Zealand Dollars and US Dollars. The hedging approach provides
greater planning certainty. Hedges are placed quarterly on a rolling
twelve-month basis.
Looking ahead, the Group intends to improve the quality of its financial
tooling. Improving financial tooling will support the processes detailed above
and allow greater automation of financial processes. This approach will allow
the finance function to scale up with growth in the business without
significant increases in headcount to support it.
Mike Johns
Chief Financial Officer
27 March 2026
Directors' Responsibility Statement on the Annual Report and Accounts
The responsibility statement below has been prepared in connection with (and
is set out in) the Group's full annual report and accounts for the year ended
31 December 2025 once published. Certain parts thereof are not included within
this preliminary announcement.
The Directors are responsible for preparing the Strategic Report, the
Directors' Report, any other surrounding information and the Group and Company
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial
statements for each financial year. Under that law, they have elected to
prepare the Group financial statements in accordance with UK adopted
International Accounting Standards and applicable law and have elected to
prepare the Company financial statements in accordance with UK Accounting
Standards and applicable law (UK Generally Accepted Accounting Practice).
Under company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the assets,
liabilities, financial position and profit and loss of the Group and Company
for that year. In preparing each of the Group and Company financial
statements, the Directors are required to:
· select suitable accounting policies and apply them consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the Company will
continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities. They are further responsible for ensuring that
the Strategic Report and the Directors' Report and other information included
in the Annual Report and Accounts is prepared in accordance with applicable
law in the United Kingdom. The maintenance and integrity of the Big
Technologies plc website is the responsibility of the Directors; the work
carried out by the auditor does not involve the consideration of these
matters and, accordingly, the auditor accepts no responsibility for any
changes that may have occurred in the accounts since they were initially
presented on the website. Legislation in the United Kingdom governing the
preparation and dissemination of the accounts and the other information
included in Annual Reports may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions appear below, therefore
confirm that, to the best of their knowledge:
· The Group financial statements contained in the Group's full
annual report and accounts for the year ended 31 December 2025 give a true and
fair view of the assets, liabilities, financial position and profit and loss
of the Company and Group as a whole; and
· The Strategic Report contained in the annual report and accounts
for the year ended 31 December 2024 includes a fair review of the development
and performance of the business and position of the Group as a whole, together
with a description of the principal risks and uncertainties that it faces.
This responsibility statement was approved by the Board of Directors on 27
March 2026 and is signed on its behalf by:
Sangita Shah (Interim Chair)
Ian Johnson (Chief Executive Officer)
Mike Johns (Chief Financial Officer)
Camilla Macun (Non-Executive Director)
Simon Thomson (Non-Executive Director)
Jamie Matheson (Non-Executive Director)
Consolidated statement of comprehensive income
For the year ended 31 December 2025
Note 2025 2024
£'000 £'000
Restated*
Revenue 3 49,727 50,308
Cost of sales (16,874) (16,069)
Gross profit 32,853 34,239
Administrative expenses (55,890) (32,028)
Other operating income 22 9
Operating (loss) / profit (23,015) 2,220
Analysed as:
Adjusted EBITDA 24,600 27,002
Amortisation of acquired intangibles (443) (468)
Amortisation of development costs (1,340) (1,335)
Depreciation (4,730) (4,478)
Provision for settlement (38,500) -
Legal costs (8,142) (9,021)
Foreign exchange loss on repatriation (3,996) -
Acquisition related costs (358) (864)
Other exceptional costs (880) -
Employer's national insurance refund - 1,076
Share-based payments (credit) / expense 10 10,774 (9,692)
Operating (loss) / profit (23,015) 2,220
Finance income 2,661 3,485
Finance expenses (131) (255)
(Loss) / profit before taxation (20,485) 5,450
Taxation 5 (2,700) (3,013)
(Loss) / profit for the year (23,185) 2,437
Other comprehensive (expense) / income:
Exchange differences on translation of foreign operations (253) 156
Total comprehensive (loss) / income for the year (23,438) 2,593
Basic (loss) / earnings per share (pence) 6 (8.0) 0.8
Diluted (loss) / earnings per share (pence) 6 (8.0) 0.8
*The prior period restatement is detailed further in note 2
Consolidated statement of financial position
As at 31 December 2025
Note 2025 2024 2023
£'000 £'000 £'000
Restated* Restated*
Assets
Goodwill 13,359 13,359 13,359
Acquired and other intangible assets 4,465 4,850 5,668
Property, plant and equipment 4,657 5,177 4,993
Right-of-use assets 1,932 1,657 1,782
Long-term financial assets 396 396 -
Deferred tax assets 1,142 1,080 1,041
Other receivables 807 543 583
Non-current assets 26,758 27,062 27,426
Inventories 7,136 7,205 7,206
Trade and other receivables 16,932 13,560 8,398
Cash and cash equivalents 7 93,367 95,730 87,729
Current assets 117,435 116,495 103,333
Total assets 144,193 143,557 130,759
Liabilities
Lease liabilities 321 294 274
Trade and other payables 9,876 5,852 5,540
Provisions 8 39,695 6,818 664
Current liabilities 49,892 12,964 6,478
Lease liabilities 1,784 1,491 1,579
Deferred tax liabilities 199 309 425
Trade and other payables 1,026 80 259
Non-current liabilities 3,009 1,880 2,263
Total liabilities 52,901 14,844 8,741
Net assets 91,292 128,713 122,018
Equity
Share capital 9 3,009 2,986 2,907
Share premium 9 39,095 39,095 39,095
Own shares (13,085) (10,101) (4,276)
Other reserves (346) (93) (249)
Retained earnings 62,619 96,826 84,541
Total equity 91,292 128,713 122,018
*The prior period restatement is detailed further in note 2
Consolidated statement of changes in equity
For the year ended 31 December 2025
Share capital Share premium Own shares Other reserves Retained earnings Total
£'000 £'000 £'000 £'000 £'000 equity
£'000
Balance at 1 January 2024 2,907 39,095 (4,276) (249) 83,964 121,441
(as previously reported)
Prior period restatement* - - - - 577 577
Balance at 1 January 2024 2,907 39,095 (4,276) (249) 84,541 122,018
(restated)
Profit for the year - - - - 2,437 2,437
Other comprehensive income for the year - - - 156 - 156
Total comprehensive income for the year (restated) - - - 156 2,437 2,593
Share-based payments - - - - 9,599 9,599
Deferred tax on share-based payments - - - - 249 249
Issue of shares, net of share issue costs 79 - - - - 79
Movement of shares in the EBT - - (3,591) - - (3,591)
Share buyback programme - - (2,234) - - (2,234)
Balance at 31 December 2024 (restated) 2,986 39,095 (10,101) (93) 96,826 128,713
Balance at 1 January 2025 (restated) 2,986 39,095 (10,101) (93) 96,826 128,713
Loss for the year - - - - (23,185) (23,185)
Other comprehensive expense for the year - - - (253) - (253)
Total comprehensive loss for the year - - - (253) (23,185) (23,438)
Share-based payments - - - - (10,774) (10,774)
Deferred tax on share-based payments - - - - (238) (238)
Issue of shares, net of share issue costs 23 - - - - 23
Stamp duty on purchase of shares - - - - (10) (10)
Share buyback programme - - (2,984) - - (2,984)
Balance at 31 December 2025 3,009 39,095 (13,085) (346) 62,619 91,292
*The prior period restatement is detailed further in note 2
Consolidated statement of cash flows
For the year ended 31 December 2025
Note 2025 2024
£'000 £'000
Cash flows from operating activities
(Loss) / profit before tax (20,485) 5,450
Adjustments for:
Depreciation of property, plant and equipment 4,424 4,234
Depreciation of right-of-use assets 306 244
Amortisation of intangible assets 1,783 1,803
Share-based payments (credit) / expense 10 (10,774) 9,599
Finance income (2,661) (3,485)
Finance expenses 131 255
Changes in:
Inventories 69 1
Trade and other receivables (270) (4,549)
Trade and other payables 4,782 705
Provisions 32,877 6,154
Cash generated from operating activities 10,182 20,411
Taxes paid (6,426) (3,656)
Net cash generated from operating activities 3,756 16,755
Cash flows from investing activities
Purchase of property, plant and equipment (123) (153)
Purchase of intangible assets (180) -
Own work capitalised (3,804) (4,336)
Capitalised development costs (1,218) (985)
Interest received 2,626 3,485
Purchase of long-term financial assets - (396)
Net cash used in investing activities (2,699) (2,385)
Cash flows from financing activities
Shares purchased by Employee Benefit Trust - (3,591)
Treasury shares purchased via share buyback scheme (2,994) (2,234)
Repayment of lease liabilities (389) (306)
Interest paid (7) (135)
Net cash used in financing activities (3,390) (6,266)
Net (decrease) / increase in cash and cash equivalents (2,333) 8,104
Cash and cash equivalents at the beginning of the year 95,730 87,729
Effects of exchange rate changes on cash and cash equivalents (30) (103)
Cash and cash equivalents at the end of the year 7 93,367 95,730
Notes to the consolidated financial statements
For the year ended 31 December 2025
1. General information and basis of preparation
Big Technologies plc is a public limited company incorporated in the United
Kingdom, listed on the Alternative Investment Market ('AIM') of the London
Stock Exchange. The Company is domiciled in the United Kingdom and its
registered office is Talbot House, 17 Church Street, Rickmansworth, WD3 1DE.
The consolidated financial statements comprise the Company and its
subsidiaries (together referred to as the 'Group').
The principal activity of the Group is the development and delivery of remote
monitoring technologies and services to a range of domestic and international
customers.
The preliminary announcement for the year ended 31 December 2025 has been
prepared in accordance with the accounting policies as disclosed in the
Group's annual financial statements for the year ended 31 December 2025.
Information in this preliminary announcement does not constitute statutory
accounts of the Group within the meaning of section 434 of the Companies Act
2006.
The annual financial information presented in this preliminary announcement is
based on, and is consistent with, that in the Group's audited financial
statements for the year ended 31 December 2025, and those financial statements
will be delivered to the Registrar of Companies following the Company's Annual
General Meeting. The financial statements of the Group are prepared in
accordance with UK-adopted international accounting standards and applicable
law. The independent auditors' report on those financial statements is
unqualified and does not contain any statement under section 498 (2) or 498
(3) of the Companies Act 2006.
Going concern
In assessing the going concern position of the Group for the year ended 31
December 2025, the Directors have considered the following:
· the Group's trading performance in 2025 and in the period since
the reporting date
· future expected trading performance of the Group to 31 March 2027
(the going concern period) including behaviours in light of the continued
difficult macroeconomic environment; and
The Directors have reviewed the forecasts for the Group for the going concern
period and have a reasonable expectation that there are no material
uncertainties that cast significant doubt on the Group's ability to continue
in operational existence for at least 12 months from the date of approval of
these financial statements. Accordingly, the Directors continue to adopt the
going concern basis in preparing the consolidated financial statements.
The Group had net cash at 31 December 2025 of £91.3m (2024: £93.9m) and
expects to generate strong operational cash flows throughout the going concern
period. The Group has no debt or banking covenants. The Directors have
considered a severe downside scenario, with no mitigating actions.
The Directors have a reasonable expectation that there are no material
uncertainties that cast significant doubt about the Group's ability to
continue in operation and meet its liabilities as they fall due for the
foreseeable future, being a period of at least 12 months from the date of
approval of the financial statements.
This preliminary announcement was approved by the Board of Directors on 27
March 2026.
2. Prior period adjustment
The Group manufactures devices, which it then leases out to customers.
Historically, it was elected to take super deductions of the Annual Investment
Allowance, and fully expense these.
In the current year, following the receipt of new tax advice and considering
the impact of relevant tax case law, the Group has concluded that the
appropriate treatment would have been to cap this at the amount of the Annual
Investment Allowance.
As a result of this change, an insufficient deferred tax asset was recognised
in the financial statements. Accordingly, the Group has restated its financial
statements in accordance with IAS 8 'Accounting Policies, Changes in
Accounting Estimates and Errors'.
The impact of the restatements on the consolidated statement of financial
position is presented below:
As previously reported 31 December 2024 Restatement as at 1 January 2024 Restatement year-ended 31 December 2024 Restatement cumulative to 31 December 2024 Restated 31 December 2024
£'000 £'000 £'000 £'000 £'000
Non-current assets/liabilities
Deferred tax asset 410 1,041 (371) 670 1,080
Deferred tax liability (1,281) 136 836 972 (309)
Current assets
Trade and other receivables 14,610 (600) (450) (1,050) 13,560
Equity
Retained earnings 96,234 577 15 592 96,826
The impact of the restatements on the consolidated statement of comprehensive
income are presented below:
As previously reported 2024 Impact of restatement - deferred tax Impact of restatement - current tax Restated 2024
£'000 £'000 £'000 £'000
Taxation 3,028 (465) 450 3,013
3. Segment reporting
The Group derives revenue from the delivery of remote monitoring technologies
and services to a range of domestic and international customers.
The income streams are all derived from the utilisation of these products and
services which, in all aspects except details of revenue, are reviewed and
managed together within the Group and as such are considered to be the only
segment. The Group operates across three regions: Europe, Asia-Pacific and the
Americas, and the Board of Directors monitors revenue on this basis.
Revenue for each of the geographical areas is as follows:
2025 2024
£'000 £'000
Europe 6,369 7,409
Asia-Pacific 33,657 32,618
Americas 9,701 10,281
49,727 50,308
Assets and liabilities by segment are not regularly reviewed by the Board of
Directors on a monthly basis and are not used as key decision-making tools and
are therefore not disclosed here.
Revenues are disaggregated as follows:
2025 2024
£'000 £'000
Sales of goods 61 119
Delivery of services 49,666 50,189
49,727 50,308
Information about major customers
Three (2024: two) of the Group's customers individually account for more than
10% of total Group revenue. These customers operate in the criminal justice
sector and account for 56% (2024: 44%) of total Group revenue.
Future performance obligations
The amount of a customer contract's transaction price that is allocated to the
remaining performance obligations to provide electronic monitoring software,
hardware and related support services which has not yet been recognised.
Including amounts recognised as contract liabilities and amounts that are
contracted but not yet delivered. The transaction price allocated to these
performance obligations that are unsatisfied or partially unsatisfied as of 31
December 2025 is £25,215,000 (2023: £24,938,000).
Management expects that £8,338,000 in 2025 (2024: £7,543,000) of the amount
allocated to the future performance obligations as of 31 December 2025 will be
recognised during 2026. £16,877,000 (2024: £17,395,000) is expected to be
recognised as revenue within two to five years. The Group applies the
practical expedient in paragraph 121 of IFRS 15 and does not disclose
information about remaining performance obligations that have original
expected durations of one year or less.
4. Alternative performance measures
These items are included in normal operating costs of the business but are
significant cash and non-cash expenses that are separately disclosed because
of their size, nature or incidence. It is the Group's view that excluding them
from operating profit gives a better representation of the underlying
performance of the business in the year.
2025 2024
£'000 £'000
Amortisation of acquired intangibles 443 468
Provision for settlement of the incoming court case 38,500 -
Legal costs 8,142 9,021
Foreign exchange loss on repatriation 3,996 -
Acquisition related costs 358 864
Other exceptional costs 880 -
Employer's national insurance refund - (1,076)
Total adjusting operating items 52,319 9,277
Share-based payments (credit) / expense (10,774) 9,692
Total adjusting items and share-based payments before tax 41,545 18,969
Tax effect of adjusting items and share-based payments (256) (1,516)
Total adjusting items and share-based payments after tax 41,289 17,453
Amortisation of acquired intangibles
These costs are excluded from the adjusted results of the Group since the
costs are non-cash charges arising from investment activities. As such, they
are not considered reflective of the core trading performance of the Group.
Provision for settlement of the incoming court case
This amount reflects the settlement payment agreed with incoming claimants
after the balance sheet date. Due to its nature, this amount is not considered
to be a component of the core trading performance of the Group.
Legal costs
These costs are excluded from the adjusted results of the Group since the
costs are not considered reflective of the core trading performance of the
Group. Further details on the nature of legal costs are given in the financial
review commentary and note 8.
Foreign exchange loss on repatriation
The Group held a significant cash balance in US Dollars at 31 December 2024 in
anticipation of a potential US acquisition in early 2025. With the acquisition
not proceeding, the cash has now been repatriated. However, the rate moved
unfavourably in the period the funds were held in USD, generating a foreign
exchange loss of £3,996k. As such, this amount is not considered to be a
component of the core trading performance of the Group.
Acquisition related costs
These costs relate to due diligence exploring possible value-enhancing
opportunities and are excluded from the adjusted results of the Group since
the costs are not considered reflective of the core trading performance of the
Group.
Other exceptional costs
These costs, which relate to the substantial changes in Board composition in
the year, are excluded as they do not relate to the core trading performance
of the Group.
Employer's national insurance refund
A reversal of the previously adopted tax treatment of a share warrant
exercised during 2021, which is no longer considered to be an employment
related security.
Share-based payments expense
These costs are excluded from the adjusted results of the Group since the
costs are non-cash charges arising from recognition of the fair value of share
options and other share-based incentives granted to employees of the Group. As
such, they are not considered reflective of the core trading performance of
the Group.
Tax effect of adjusting items and share-based payments
The tax impact of these adjustments was as follows: amortisation of acquired
intangibles of £110,000 (2024: £117,000), share-based payments expense
charge of £2,170,000 (2024: £1,399,000 credit), legal costs of £829,000
(2024: £nil), other costs of £176,000 (2024: £nil) and FX on repatriation
of £799,000 (2024: £nil).
5. Taxation
2025 2024
£'000 £'000
Restated
Current tax
For the financial year 2,964 1,839
Adjustments in respect of prior years (141) 1,080
Overseas tax payable 287 -
3,110 2,919
Deferred tax
Origination and reversal of temporary timing differences (426) (406)
Adjustments in respect of prior years - 5
Related to share-based payments 16 495
(410) 94
Total taxation for the year 2,700 3,013
UK corporation tax is calculated at 25.0% (2024: 25.0%) of the assessable
profit for the year. Taxation for other jurisdictions is calculated at the
rates prevailing in the respective jurisdictions.
6. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
2025 2024
£'000 £'000
Restated
Profit for the purpose of basic and diluted earnings per share (23,185) 2,437
Adjustments for:
Adjusting items 52,319 9,277
Share-based payments (credit) / expense (10,774) 9,692
Tax effect of adjusting items and share-based payments (256) (1,516)
Adjusted earnings 18,104 19,890
2025 2024
No. shares No. shares
Weighted average number of ordinary shares 299,525,466 293,787,248
Less shares held in Treasury and by the Employee Benefit Trust (weighted (9,797,948) (4,390,189)
average)
Weighted average number of ordinary shares for the purpose of basic earnings 289,727,518 289,397,059
per share
Effect of dilutive potential ordinary shares/share options - 15,126,768
Weighted average number of ordinary shares for the purpose of diluted earnings 289,727,518 304,523,827
per share
Effect of dilutive potential ordinary shares/share options for the purpose of 2,752,684 -
calculating adjusted diluted earnings per share
Weighted average number of ordinary shares for the purpose of adjusted diluted 292,480,202 304,523,827
earnings per share
2025 2024
Basic earnings per share Pence Pence
Basic (loss) / earnings per share (8.0) 0.8
Adjustments for:
Adjusting items 18.0 3.2
Share-based payments expense (3.7) 3.3
Tax effect of adjusting items and share-based payments (0.1) (0.5)
Adjusted basic earnings per share 6.2 6.8
2025 2024
Diluted earnings per share Pence Pence
Diluted (loss) / earnings per share (8.0) 0.8
Adjustments for:
Adjusting items 18.0 3.0
Share-based payments expense (3.7) 3.2
Tax effect of adjusting items and share-based payments (0.1) (0.5)
Adjusted diluted earnings per share 6.2 6.5
The adjusted earnings per share have been calculated on the basis of profit
before adjusting items and share-based payments, net of tax. The tax effect of
adjusting items and share-based payments is equal to the deferred tax charge
(or credit) recognised in the consolidated income statement for these items.
The Directors consider that this calculation gives a better understanding of
the Group's earnings per share in the current and prior year.
7. Cash and cash equivalents
The carrying amounts of the cash and cash equivalents are denominated in the
following currencies:
2025 2024
£'000 £'000
Pounds Sterling 82,620 29
US Dollar 3,915 77,791
Australian Dollar 2,886 8,790
New Zealand Dollar 2,131 8,394
Euro 717 88
Swiss Francs 560 376
Canadian Dollar 346 32
Other currencies 192 230
93,367 95,730
At 31 December 2025 £nil (2024: £nil) of the Group's cash and cash
equivalents are held by the trustees of the Big Technologies plc Employee
Benefit Trust in Pounds Sterling.
Net cash
2025 2024
£'000 £'000
Cash and cash equivalents 93,367 95,730
Lease liabilities (2,105) (1,785)
91,262 93,945
8. Provisions
Claims against the Group outside of the ordinary course of business
At the balance sheet date the Group continued to defend a claim made against
it in the High Court of England and Wales on 22 November 2023 alleging that,
at the time of the acquisition of Buddi Limited ("Buddi") by the Company in
2018, certain shareholders in Buddi representing aggregate interests of
approximately 7.9% (the "Claimants") were wrongly forced (or induced by
misrepresentation) to sell their shares in Buddi and were not given the
opportunity to reinvest into Big Technologies (the "Buddi Litigation").
As announced after the year end on 19 January 2026, the Group has reached full
and final settlement with the Claimants in respect of the Buddi Litigation in
return for payment of £38.5m cash to the Claimants, split with £31.5m
payable immediately, and the remaining £7.0m payable in eighteen monthly
instalments. The Group has provided for the full £38.5m at 31 December 2025
(2024: nil). The Group had previously provided £35.0m at 30 June 2025 in
relation to the Buddi Litigation. £35.8m of the settlement amount will be
paid within one year, and £2.7m within one to two years.
The Group has also provided for fees expected to be incurred to settlement of
the Buddi Litigation as at 31 December 2025. The total fees provided for in
respect of the Buddi Litigation at 31 December 2025 were £0.1m (2024:
£6.8m).
Claims against Sara Murray and others
On 31 March 2025, the Group announced that it had issued proceedings against
Sara Murray and others in relation to information that had come to light in
relation to the Buddi Litigation and other matters (the "SM Proceedings").
As announced on 19 January 2026, the Group has offered that the SM Proceedings
be addressed through negotiation (whether via mediation or otherwise) as an
alternative route to what will otherwise be protracted litigation.
The Group has provided for legal fees expected to be incurred to settlement of
the SM Proceedings at the year end. As at 31 December 2025, the Group had
provided for £0.5m in relation to the settlement of the SM Proceedings (2024:
£nil).
No amounts potentially recoverable from Sara Murray or others as a result of
these proceedings have been recognised.
Other ongoing litigation
The Company and its subsidiaries are, from time-to-time, parties to legal
proceedings and claims which arise in the ordinary course of business. The
Directors do not anticipate that the outcome of these proceedings and claims
will have a material adverse effect on the Group's financial position or on
the results of its operations. As at 31 December 2025 the Group has provided
£0.5m (2024: £nil) in relation to employment claims raised against the
Group.
9. Share capital
The allotted, called up share capital is made up of 300,944,313 ordinary
shares of £0.01 each.
Note Number Share Share Total
of shares capital premium
£'000 £'000 £'000
At 1 January 2024 290,650,082 2,907 39,095 42,002
Issue of shares (ii) 7,918,639 79 - 79
At 31 December 2024 298,568,721 2,986 39,095 42,081
Issue of shares (i) 2,375,592 23 - 23
At 31 December 2025 300,944,313 3,009 39,095 42,104
(i) During 2025, 2,375,592 shares were issued to satisfy the exercise of the
second of three equal tranches of put options under the Growth Share Plan to
those employees remaining within the Group with a nominal value unpaid of
£23,755.
(ii) During 2024, 7,918,639 shares were issued to satisfy the exercise of the
first of three equal tranches of put options under the Growth Share Plan with
a nominal value unpaid of £79,186.
10. Share-based payments
The Group has a number of equity-settled share-based payment arrangements in
operation, the details of which are disclosed in the 2025 Annual Report. The
schemes were established to reward and incentivise the senior management team
and employees to deliver share price growth.
The charge made in respect of share-based payments is as follows:
2025 2024
£'000 £'000
LTIP 103 26
Growth Share Plan (10,877) 9,573
Share-based payments (credit) / expense (IFRS 2 charge) (10,774) 9,599
Other - 93
Total charge in respect of share-based payments (10,774) 9,692
11. Principal risks and uncertainties
The principal risks and uncertainties impacting the Group are described in the
2025 Annual Report. They include: reliance on key customers, failure to manage
growth, change in government policy, challenges in expanding the product
portfolio, competitor actions, reliance on third-party technology and
communication systems, reputational risk, dependence on partners, loss of key
personnel, supply chain, product liability, foreign exchange risk, credit
risk, business taxation, bid pricing, litigation, cyber security/business
interruption, intellectual property/patents and operating in global markets.
12. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
section of the notes.
The Group's other related party transactions were the remuneration of key
management personnel. Details of Directors' remuneration for the year are
provided in the Remuneration Committee Report of the Annual Report for the
year ended 31 December 2025 on page 34.
£50,000 (2024: £100,000) was paid to TFM Developments Ltd, a company of
which Sara Murray is a director. The transaction relates to a licence fee paid
in respect of a patent owned by the company. The facts and circumstances
surrounding the intellectual property in relation to the license fee charged
by TFM Developments Ltd is subject to ongoing litigation.
£116,000 (2024: £25,000) was paid to Brennan and Partners Limited, a company
controlled by Alexander Brennan for additional fees payable to Alexander
Brennan over and above his normal contracted days for his role as
Non-Executive Chair of the Company.
13. Events after the reporting period
On 16 January 2026, the Group entered into a settlement agreement in respect
of a claim filed with the High Court in 2023 by shareholders who represented
an interest of approximately 7.9% of the share capital of Buddi Limited as at
May 2018. The amount of £38,500,000 is included in provisions at the year end
date.
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