REG - Kooth PLC - 2025 Full Year Results
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RNS Number : 5194Z Kooth PLC 08 April 2026
8 April 2026
Kooth Plc
("Kooth", the "Company" or the "Group")
2025 Full Year Results
Strong execution on strategy to deliver long-term and sustainable growth with
a positive outlook for 2026
Exceeded performance targets in California with over 144,000 young people
registered on Soluna by the end of 2025 with emerging evidence demonstrating
real-world impact
US footprint now extends across three States, with UK market position
maintained
Kooth (AIM: KOO), a leading provider of digital mental health services,
announces audited results for the twelve months ended 31 December 2025. All
figures relate to this period unless otherwise stated.
Strategic and post-period end highlights
● Soluna is becoming embedded in California's behavioural health
system, demonstrating strong uptake and real-world impact
○ Exceeded performance targets with over 144,000 young people
registered on Soluna by the end of 2025, representing 1-in-41 of the State's
eligible youth population
○ Established over 1,400 institutional and community partnerships with
crucial youth-facing services across the State
○ Los Angeles County Board of Supervisors has now directed
youth-serving county departments to integrate Soluna
○ A joint letter from California's Health and Human Services Agency
(CalHHS), Department of Health Care Services (DHCS) and Department of
Education was sent to all Local Education Agencies (LEAs) underscoring
Soluna's vital role
○ Independent research demonstrates value: 90% of users say Soluna has
helped them get the support they wanted; 88% who previously used urgent care
reported fewer visits after using Soluna; almost 90% of youth-facing
professionals perceived that Soluna had improved youth concentration in school
○ Evaluation of Soluna by The Lab for Scalable Mental Health at
Northwestern University found significant and sustained improvements in
psychological wellbeing
● US contract wins show growing recognition and value of Kooth's
services
○ Renewed New Jersey contract
○ New $2.6m contract with the State of Michigan, signed post-period
● Laid foundations for long-term sustainable growth
○ Embedded clear and ambitious strategy to drive long-term sustainable
growth through State Alliance model, drawing on unique expertise, real-world
dataset and proven ability to deliver at scale, with impact
○ Expanded service and technology capabilities to access a wider range
of funding opportunities through the acquisition of Kismet Health
○ Further strengthened evidence base, with independent accreditation
from highly-respected organisations, URAC in the US and the British
Association for Counselling and Psychotherapy (BACP), and forthcoming
regulatory approval offering independent validation of the safety, quality and
efficacy of Kooth services
● Maintained market-leading position in the UK
○ Continues to be one of the largest individual national contributors
to the NHS Mental Health Services Dataset access figures in commissioned areas
○ Secured several new services funded by diversified customers such as
the Department of Work and Pensions
Financial Highlights
● 2025 revenue was £63.3m (2024: £66.7m), following a record year in
2024 in which revenues doubled. This figure reflects the impact of FX
movements, a reduction in California product development revenues and delays
in signing a contract with the State of Michigan, for which revenues will now
be recognised in the current financial year
● Annual recurring revenue in 2025 was £60.6m (2024: £66.4m) falling
£3.3m due to FX movements and a £1.7m reduction in product development
revenue from California
● Group net revenue retention on a constant currency basis was 96% in
2025 (2024:100%)
● Adjusted EBITDA was ahead of expectations at £11.3m in 2025 (2024:
£15.8m) and reflects continued investment in key growth drivers, including
investment in direct user marketing in California in H1 2025
● Strong balance sheet with £21.6m of cash (£21.8m in 2024)
following the completion of a £1.5m share buyback in February 2025 and no
debt. Kooth maintains an undrawn working capital facility of $9.5m
Outlook
● Scaling US footprint with a sustained focus on embedding Soluna in
California, New Jersey and Michigan, delivering proven impact at scale
● Driving growth of a strong, diverse and bipartisan state pipeline
while leveraging the State Alliance model to build on trusted reputation and
extend and diversify Kooth's service offering and funders within State
ecosystems
● Launching Soluna in the UK (expected in H2 2026), enabling closer
alignment with user and customer requirements and driving economies of scale
● Continued investment in ethical AI strategy and product development,
rooted in clinical best practice, benefiting from the structural advantage
Kooth has in the current AI regulatory environment
● Remaining future-focused when seeking opportunities to strengthen
service offer and capabilities through strategic partnership or acquisition
Kate Newhouse, Chief Executive Officer of Kooth, commented:
"As we mark Kooth's 25th anniversary, I am incredibly proud of our strong
execution in 2025 - and our continued commitment to making safe and effective
mental health support more accessible. With over a quarter-century of evidence
and experience, we now provide access to mental health support to over 20
million people across the US and UK.
"Following a record year in 2024, we evolved our strategy in 2025 and have
been successfully executing against this. We exceeded performance targets in
California, with Soluna reaching over 144,000 young people; delivered strong
system integration; and now have independent, real-world evidence that
demonstrates Soluna's positive impact for individuals and their communities.
These achievements have enabled the Group to secure additional promising wins
- our first US contract renewal in New Jersey and a new contract with the
State of Michigan. Meanwhile, in the UK, we are expanding our services to
capture new funding opportunities, as demonstrated by our work with the
Department of Work and Pensions to help young people with mental health needs
secure and sustain employment.
"We remain resolutely focused on delivering against our strategy, alongside
ensuring that our customers and the people that use our services receive the
highest level of support. We will continue to execute on our pipeline and seek
to access new funders. With our robust balance sheet and evidence-based
approach, Kooth is well positioned to make a tangible difference to the lives
of millions more people across the UK and US for years to come."
Enquiries:
Kooth plc investorrelations@kooth.com
Kate Newhouse, CEO
Sanjay Jawa, CFO
Stifel, Nominated Adviser & Joint Broker +44 (0) 20 7710 7600
Ben Maddison, Fred Walsh, Erik Anderson, Ben Good
Canaccord Genuity, Joint Broker +44 (0)20 7523 8000
Simon Bridges, Harry Gooden, Elizabeth Halley-Stott
FTI Consulting, Financial PR Kooth@fticonsulting.com
Ben Atwell, Sam Purewal, Lucy Molloy
About Kooth plc:
Kooth (AIM:KOO) is a global leader in digital mental and behavioural health,
providing safe, effective care to over 20 million people across the UK and US.
For more than 20 years, Kooth has pioneered scalable solutions that deliver
immediate, direct, universal access to mental health support.
Our platforms - Kooth, Qwell, and Soluna - combine self-guided tools, safe
peer communities, and professional therapeutic support, all clinically robust
and independently accredited. Kooth holds URAC accreditation in the US and is
the longest standing digital mental health provider to hold UK-wide
accreditation from the British Association of Counselling and Psychotherapy
(BACP), validating our commitment to quality, safety, and accountability
across both markets.
Independent evaluations demonstrate a £3 return for every £1 invested, with
measurable reductions in emergency visits and improved clinical outcomes.
Kooth is the largest single access provider for mental health support for
under-18s in England according to NHS England data for 2024/25. In California,
our Soluna platform is the first statewide digital behavioural health solution
designed for all youth ages 13-25.
The Company is executing on its strategic vision through expanded reach across
a diversified customer base, while seeking opportunities to enhance and extend
the service offer through acquisition, partnership, and product capabilities
supported by responsible AI principles.
For more information, (https://connect.kooth.com/) https://connect.kooth.com
(https://connect.kooth.com/) .
Chair's Statement
As we celebrate Kooth's 25th anniversary, the need for our services has never
been greater. In every market we serve, the rising tide of mental health
issues is stifling individual potential, with the consequences extending far
beyond the individuals and families directly affected and driving both social
and economic challenges.
The Board and I remain confident that no other provider is better equipped to
address this growing need than Kooth, which brings a track record of delivery,
meaningful results, clinical rigour, and agility that is crucial in a rapidly
changing market.
2025 was a pivotal year for Kooth, with significant progress toward a
long-term and sustainable approach to growth.
There is now clear evidence that Soluna, Kooth's digital mental health service
for California's youth, is becoming firmly established. The platform is
reaching those communities with the greatest needs and crucially, independent
data confirms that Soluna is delivering significant and sustained improvements
in clinical outcomes.
Promising signs of growth can be seen as Kooth expands in the United States,
securing its first US renewal with the State of New Jersey and signing a new
contract with the State of Michigan. In the UK, the Company identified new
funding opportunities, with commercial partnerships beyond the NHS bolstering
stability.
This growth enables Kooth to make a real impact for the 20 million people with
access to the Company's services, generating a social and economic dividend
that benefits families, workplaces, healthcare systems, and wider communities.
Despite these successes, this year Kooth is reporting a decline in revenue
from £66.7m in 2024 to £63.3m. While this is due in part to the impact of
foreign exchange movements and the wider geopolitical climate's impact on
contracting cycles - factors well outside the Company's control - it is
nonetheless disappointing given Kooth's momentum and prior year's revenue
growth.
The Board supports the Executive Team's strategic vision and shares the view
that sustained focus on the success of current contracts is the best path to
secure future growth. In 2025, that meant disciplined prioritisation:
deepening execution within state-sponsored contracts rather than pursuing
parallel opportunities such as school districts, universities, and managed
care channels that, while viable, would have stretched finite bandwidth and
diverted from the focus required to deliver the credibility and foothold Kooth
needs as the foundation for sustainable expansion.
The impact of this focus can be seen in the Company being awarded URAC
accreditation and in the growing body of evidence - amassed in partnership
with independent researchers - that Soluna is on track to become the gold
standard for youth behavioural health platforms. Success in California lays
the groundwork for future commercial expansion.
Encouragingly, broader financial performance underscores the increasing
discipline and maturity of the business. The adjusted EBITDA of £11.3m
- ahead of market expectations - is reflective of a year in which Kooth
successfully balanced prudent capital allocation with a significant expansion
of US operations, both in terms of user acquisition, system integrations, and
clinical hours delivered.
As we look forward, the Board and I are confident that Kooth's strategic
direction, leadership, and execution capability is stronger than ever, with a
clear vision for the years ahead.
Peter Whiting
Non-Executive Chair
Chief Executive Officer's Review
As we celebrate Kooth's 25th anniversary, I want to reflect on both our
current performance and our long-term trajectory.
For a quarter of a century, Kooth has existed to solve a problem that
traditional mental health systems struggle with: reaching people who need help
but can't access it.
The core of what we do is simple.
Through digital-first, population-wide services, we make safe and effective
mental health support more accessible to everyone.
By enabling children, young people, and adults to improve their mental health
and build the skills they need to tackle life's challenges, we help them meet
their personal goals - from staying in school to launching a career - and
build healthy relationships with friends, family and their communities.
We do this at scale, serving over 20 million people across the US and UK, and
backed by a significant body of research that demonstrates the impact of our
unique approach.
Across the world, we are facing a crisis where mental health needs are holding
a generation back from developing fulfilling relationships, succeeding in
learning and employment, and making plans for their future.
This isn't just a personal tragedy. This growing unmet need is generating
immense costs for healthcare systems and stunting economic growth.
Traditional, face-to-face care is too expensive and inflexible to solve this
at scale, and few emerging technologies are proven to be safe, effective, and
accessible at the point of need.
This is what sets Kooth apart.
We remain focused on addressing this crisis by leveraging the reach of digital
technology to widen access to support, balanced with a steadfast commitment to
clinical safety, evidence, and transparency.
Our vision of a future where safe and effective mental health support is
accessible to all - without exception - continues to guide our strategy and
the pivotal choices we have made this year.
Kooth's performance in 2025
This year we are reporting a modest decline in year-on-year revenue, which
reflects the continued impact of foreign exchange movements and lengthy sales
cycles and contract cycles.
While I would have preferred to report revenue growth this year, 2025 follows
a period of unprecedented growth in which revenue doubled. As such, our focus
has been on sustaining the momentum of that expansion, recognising that
building a resilient and scalable business is what will ultimately drive
long-term impact for the people using our services, and value for our
shareholders
In our Half-Year Report, we set out our strategic approach: the State Alliance
Model
This requires a focus on securing sustainable, state-wide contracts that
generate wider social outcomes. These partnerships enable us to provide
support across entire populations, with Kooth platforms embedded in health,
education, and other public services.
Subject to complex legislative and budget cycles, these high-profile contracts
require front-loading of resources. By their nature, they involve longer lead
times and can be sensitive to external macroeconomic factors beyond our
immediate control.
Despite their longer development cycles, state contracts provide a launchpad
for long-term value. Initial state or regional funding secures universal
access, from which we can then layer on more specialised services for other
payers, such as health plans, school districts, colleges or employers. This
approach effectively diversifies our revenue base, ensuring our growth is both
multifaceted and less dependent on a single commissioning partner.
This approach prioritises long-term stability over short-term revenue growth.
Our goal is not to be the fastest-growing provider in the market. Instead, we
focus on securing the long-term durability of the business, building on a
proven record of trust, safety, and evidence of impact.
Against this backdrop, I am pleased to report that we made significant
progress in 2025. Our strategic approach is being validated by key contract
wins, a maturing evidence base, and the emergence of favourable market
tailwinds that support our long-term vision.
In the US, our footprint is evolving as we shift from market entry to
established and impactful social infrastructure
In line with our vision to become deeply embedded in California's behavioural
health ecosystem, we invested significant organisational resources to build
awareness and achieve integration across the State, exceeding performance
targets and with independent evaluation of Soluna demonstrating truly
groundbreaking results (detailed further in Strategic Progress).
As an illustration of our growing impact and the importance of system work, in
November the Board of Supervisors for Los Angeles - the State's most populous
county with a population of 10 million (exceeding that of 40 other states) -
passed a
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directing all youth-serving departments in the county to report on how they
are promoting and integrating Soluna as a mental health and wellness resource
for county youth.
In October, we were pleased to announce the successful renewal of our
partnership with the State of New Jersey, one of the largest and most densely
populated states in the US. The successful transition of this service between
Governor's administrations, with support from the Department of Children and
Families, demonstrates the value of our team's work on the ground.
In January 2026, we secured a new state contract in Michigan. As a state with
a population of 10 million spread across nearly 97,000 square miles, Michigan
presents exactly the challenge traditional services cannot solve: how to reach
young people in rural communities as effectively as those in Detroit or Ann
Arbor.
Kooth remains a crucial part of the UK's mental health infrastructure
Kooth's market position remains strong in the UK with 14 new contracts and an
increasingly diverse pipeline to target new customers, with new services
funded by the Department of Work and Pensions to support young people with
mental health needs get back into education, employment or training launching
across the West Midlands, South Yorkshire and Cambridgeshire and Peterborough
Combined Authorities.
The launch of Soluna in the UK in 2026 will allow for greater economies of
scale and cross-market development across the business, building upon recent
investment and product evolution to serve US audiences. With engineering and
regulatory work now well-advanced, this new platform will facilitate closer
alignment with evolving NHS and UK Government priorities and policy to
strengthen our position in the UK market.
Kooth's future growth is underpinned by robust research, evidence-led
innovation and enhancing our capabilities
Our evolved strategy encompasses more than our commercial model.
We are also focused on expanding the scope of the services we provide -
without compromising the safety and effectiveness of the care we deliver. This
evolution drove our acquisition of Kismet Health, a specialised paediatric
digital health platform that will better enable us to support children under
12 and their families. Kismet's play-based technology supports even earlier
intervention, leveraging digital tools to address mental health issues in
partnership with clinicians, parents and caregivers.
While rapid proliferation of unregulated generative AI tools is reshaping the
digital mental health market - and mental health itself - the industry is
facing growing scrutiny. Trust in our sector is increasingly defined by
demonstrable outcomes and safety protocols, a reality that aligns perfectly
with Kooth's foundational principles of evidence and clinical integrity.
We welcome this scrutiny, and it is why we continue to invest in robust,
independent evaluation of our services, including a research partnership with
the world-leading Lab for Scalable Mental Health at Northwestern University,
led by Dr Jessica Schleider - which has found significant and sustained
improvements in wellbeing across all users. And it is why we formalised our
approach to adopting AI across our business and in our services, measuring
success in terms of service effectiveness, not simply engagement or growth,
and aligning closely and contributing to emerging regulatory frameworks.
Global regulators including the FDA and MHRA have recently stepped up scrutiny
of digital mental health tools. In this climate, Kooth's clinical foundation
serves as a profound differentiator; our AI strategy is underpinned not by
general-purpose web scraping, but by a hard-to-replicate dataset of over six
million safeguarded interactions and 2.5 million clinical case notes. This
proprietary data enables us to develop models - such as our risk detection
tools that are grounded in real-world clinical pathways.
Outlook: building value through impact
While this report serves to detail our commercial performance, the 'business'
of mental health is never abstract. We support people often underserved or
overlooked by traditional behavioural or mental health services. Those
struggling quietly, waiting too long, or falling between the gaps of
fragmented and disjointed healthcare systems.
When these people access the safe, effective care provided through our
population-wide services, the outcomes are tangible.
These outcomes drive our work and sustain our business. Services that deliver
demonstrable impact become indispensable to the individuals, communities and
ecosystems that rely upon them. It is my firm belief - reinforced by Kooth's
25 year heritage - that building these enduring partnerships is the most
effective way to secure sustainable, long-term revenue.
In 2025, we had a deliberate focus on discipline and integrity; we
strengthened our operational foundations and refined our strategy. This
measured approach positions us for continued and significant growth ahead.
This year, we remain laser focused on executing against our State Alliance
Model, and are continuing to progress a strong and increasingly diverse
pipeline. Meanwhile, we will maintain a high standard of delivery for our
existing clients and progress towards an expected H2 2026 launch of Soluna in
the UK which will bring us an enhanced market position and economies of scale
across the business.
We will continue our investment in ethical AI strategy and product
development, rooted in clinical best practice, and remain future-focused in
seeking opportunities to strengthen service offer and capabilities through
strategic partnership or acquisition.
As we maintain our focus on long-term growth, we anticipate that revenue and
adjusted EBITDA for 2026 will be in line with current market expectations.
With a robust balance sheet, a strong pipeline, and a quarter-century of
evidence and experience at our core, we remain uniquely equipped to break down
the barriers to mental wellbeing. The work continues.
Kate Newhouse
Chief Executive
Chief Financial Officer's review
Delivering disciplined investment and operational resilience
Kooth delivered results broadly in line with market expectations, reflecting a
year of disciplined investment and operational focus. Performance was impacted
by foreign exchange movements following GBP appreciation against USD and by
accelerated investment in direct user marketing in California to support
long-term growth.
Revenue
The Group's revenue remains highly predictable, with 99% recurring revenue
(2024: 100%).
While revenue declined modestly year-on-year at £63.3 million (2024: £66.7
million), this follows a period of exceptional expansion, including revenue
doubling in 2024 and reflects the continued impact of foreign exchange
movements and lengthy sales and contract cycles. On a constant currency basis,
revenue decreased 2.7% over the prior year and Annual Recurring Revenue (ARR)
decreased 3.7%. Reported ARR decreased by 9% to £60.6 million (2024: £66.4
million), predominantly driven by a £3.3 million negative FX impact.
In 2025, management prioritised building a resilient and scalable business to
drive long-term impact for the people using our services, and value for our
shareholders.
Geographically, US revenue decreased to £46.1 million (2024: £48.7 million)
all of which was recurring revenue (comprising income invoiced for services
that are repeatable, consumed and delivered on a monthly basis over the term
of a customer contract). This decrease was broadly £1.6m of foreign exchange
movements and a £2m reduction in California revenue, resulting from lower
contractual product development activity in 2025, offset by £1.1m of revenue
generated from a new contract in New Jersey.
UK revenue decreased by 4% to £17.2 million (2024: £18.0 million). Whilst
the number of contracts uplifting upon renewal rose to 54% (2024: 45%) these
gains were offset by £1.4 million of churn primarily due to a lack of funding
to continue pilot contracts and contract reductions following consolidations.
Group net revenue retention (NRR) on a constant currency basis was 96% (2024:
100%). Including FX impact, reported NRR was 91%. Within the UK, there was an
increase to 96% (2024: 92%) reflecting a reduction in churn in 2025 (£1.4
million) vs. the prior year (£2 million).
NRR remains a key indicator of contract durability and embedded customer
relationships. This is measured by the total value of ongoing ARR at the year
end from customers in place at the start of the year as a percentage of the
opening ARR from those clients.
Gross profit
Gross profit reduced by 11% to £46.3 million (2024: £52.0 million) with the
gross margin decreasing to 73.1% (2024: 77.9%) due to planned investments made
in direct marketing to drive engagement with service users in California.
Gross margin continues to benefit from California revenues that included a
contribution to platform development. These platform costs are capitalised in
the Statement of financial position and amortised within the Statement of
profit and loss and other comprehensive income. In 2025 this had a positive
impact on gross margin of 4%.
Direct costs are the costs of the practitioners directly involved in the
delivery of our services, a total of 241 at the year-end (2024: 268 heads)
with reductions reflecting UK customer churn and staff turnover in the US, and
direct marketing costs in California in support of raising user awareness and
engagement, including hard to reach communities which were £8.1 million
(2024: £3.9 million)
Foreign currency impact
The US Dollar/GBP exchange rate has had a significant effect on results for
the year under review during which the Group had approximately 74% of revenues
and 50% of expenses denominated in US Dollars. The Group's exposure to foreign
currency risk resulted in a realised foreign currency loss of £0.6 million.
In the prior year the effect of foreign exchange movements was immaterial.
Operating profit
The Group's operating profit for the year was £3.4 million (2024: £9.2
million). The reduction reflects lower gross profit driven by revenue decline
and increased California marketing investment, partially offset by lower
average headcount and operating efficiencies.
Administrative expenses
Excluding depreciation, amortisation, share-based payments and realised FX
movements, administrative expenses decreased by £1.3 million (3.6%)
year-on-year, demonstrating the Group's ability to exercise cost discipline
while continuing to invest in growth.
On a constant currency basis, administrative expenses decreased by £0.6
million. This was primarily driven by a strategic shift in the US, where
increased investment in direct marketing within direct costs allowed for a
reduction in engagement-related personnel overheads. This overall decrease was
achieved despite a £0.3 million headwind in the UK resulting from higher
employer National Insurance contributions following the rate and threshold
changes in April 2025.
Adjusted EBITDA
Adjusted EBITDA decreased from £15.8 million to £11.3 million, with the
£5.7 million decrease in gross profit partly offset by a £1.3 million
decrease in administrative expenses (excluding amortisation, depreciation,
share based payments and realised FX movements). The decrease in gross profit
is a result of a reduction in revenue and increased investment in direct user
marketing costs offset by savings from a lower average headcount in the year.
Adjusted results are prepared to provide a more comparable indication of the
Group's core business performance by removing the impact of non-trading items
that are reported separately.
Adjusted results exclude items as set out in the consolidated statement of
profit and loss and below. In addition, the Group also measures and presents
performance in relation to various other non-GAAP measures, such as annual
recurring revenue and revenue growth.
Adjusted results are not intended to replace statutory results. These have
been presented to provide users with additional information and analysis of
the Group's performance, consistent with how the Board monitors results.
£'m 2025 2024
Operating Profit 3.4 9.2
Add Back:
Depreciation and Amortisation 6.2 5.4
Share based payment expense 1.1 1.2
Foreign exchange 0.6 -
Adjusted EBITDA 11.3 15.8
Share-based payments are adjusted to reflect the underlying performance of the
group as the fair value is impacted by market volatility that does not relate
directly to trading performance. The total charge for share-based payments in
the year was £1.1 million (2024: £1.2 million). Realised foreign exchange
movements are adjusted for the first time in 2025 as they now have a material
effect on the numbers reported and do not correlate directly to trading
performance.
Taxation
The Group's corporation tax charge for 2025 was £1.8 million (2024: £1.8
million), primarily driven by taxable profits within our US operations. While
the absolute charge remained flat, the effective tax rate (ETR) increased to
40.3% (2024: 18.5%) reflecting two principal factors.
Following the Group's growth, we transitioned from the Small and Medium
Enterprise R&D scheme to the Research and Development Expenditure Credit
(RDEC). Consequently, R&D incentives are now recognised as other income
(£0.3 million) within the statement of profit and loss and other
comprehensive income, rather than as a direct reduction to the corporation tax
charge as in previous years (2024: £0.5 million) this accounting
reclassification accounts for a significant portion of the ETR increase.
Second, a permanent difference arose in respect of share-based payment
charges. Tax relief on equity awards is limited to the intrinsic value of
awards at the point of vesting; where the share price at vesting is below the
grant-date fair value, no deduction is available for the shortfall. Given
share price performance during the year, this gave rise to a non-deductible
permanent difference equivalent to approximately 10 percentage points of the
effective tax rate.
Cash
The Group continues to operate with a strong balance sheet and disciplined
capital allocation framework. Net cash at year end was £21.6 million (2024:
£21.8 million, £20.9 million constant currency), and the Group remains debt
free. The $9.5m working capital facility remains undrawn, providing additional
liquidity headroom.
Net cash generated from operating activities was £5.6 million (2024: £17.1
million). Free cash flow, after taking account of capital expenditure was a
net inflow of £1.2 million in 2025 (2024: £10.2 million).
Overall, the Group had net cash inflow of £0.3 million (2024: £10.8 million)
during the year which included the completion of a £1.5 million share buy
back programme, £1.4 million of corporation tax payments (2024: £0.6
million) due to the Group's pre tax profit in the prior period and continued
investment in our platforms.
The Group's liquidity position provides flexibility to fund organic growth,
product development and selective strategic opportunities.
Capitalised development costs
The Group continued its investment in product and platform development in 2025
to support the enablement of new features for our service in California,
further expansion in the US as well as development of the platform in the UK.
Costs are a combination of internal and external spend. Where such work is
expected to result in future revenue, costs incurred that meet the definition
of software development in accordance with IAS 38, Intangible Assets, are
capitalised in the statement of financial position and amortised over three
years. During the year the Group capitalised £4.4 million in respect of
software development (2024: £6.9 million) with the reduction reflecting the
Soluna platform being substantially completed in the prior year. Amortisation
of capitalised development costs was £6.0 million (2024: £5.2 million).
Investment in product and development continues to be significant to the Group
and we expect capitalisation levels to increase modestly in 2026 as the UK
Soluna rollout progresses.
Capital expenditure
Software and product development costs aside, the Group's ongoing capital
expenditure requirements remain modest at £0.1 million (2024: £0.1 million).
Capital and reserves
The strength of the Group's balance sheet with net assets of £31.6 million
(2024: £29.8 million), high levels of recurring revenue and positive cash
generation from operating activities provide the Group with resilience and
capacity to execute its strategic priorities, including US expansion,
AI-enabled product development and continued clinical investment.
Dividend policy
As outlined in previous reports, the Group's intention in the short to medium
term is to invest in order to deliver capital growth for shareholders. The
Board has not recommended a dividend in respect of the year ended 31 December
2025 (2024: £nil) but may do so in future years.
Sanjay Jawa
Chief Financial Officer
Consolidated statement of profit and loss and other comprehensive income
For the year ended 31 December 2025
Note 2025 2024
£'000 £'000
Revenue 4 63,286 66,744
Cost of sales 5 (17,004) (14,757)
Gross profit 46,283 51,987
Administrative expenses 5 (42,891) (42,831)
Operating profit 3,392 9,156
Analysed as:
Adjusted EBITDA 11,334 15,754
Depreciation & amortisation 12, 13, 14 (6,197) (5,376)
Share based payment expense 6 (1,107) (1,222)
Foreign exchange movement 5 (638) -
Operating profit 3,392 9,156
Other income 7 261 -
Interest income 8 718 702
Profit before tax 4,370 9,858
Tax 9 (1,762) (1,824)
Profit after tax 2,608 8,034
Other comprehensive income/(expense)
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation differences (291) 244
Total comprehensive income for the year 2,317 8,278
Profit per share - basic (£) 10 0.07 0.22
Profit per share - diluted (£) 10 0.07 0.21
Consolidated statement of financial position
As at 31 December 2025
Note 31 December 2025 31 December 2024
£'000 £'000
Assets
Non-current assets
Goodwill 11 511 511
Development costs 12 8,464 10,124
Right of use asset 13 - 20
Property, plant and equipment 14 180 266
Deferred tax 15 401 1,244
Total non-current assets 9,556 12,165
Current assets
Trade and other receivables 16 5,088 8,733
Contract assets 17 3,040 292
Cash and cash equivalents 18 21,580 21,841
Total current assets 29,708 30,866
Total assets 39,264 43,031
Liabilities
Current liabilities
Trade payables 19 (693) (2,683)
Contract liabilities 20 (1,553) (3,781)
Lease liability 13 - (23)
Accruals and other creditors 19 (4,545) (5,264)
Tax liabilities 19 (881) (1,526)
Total current liabilities (7,672) (13,277)
Net current assets 22,036 17,589
Net assets 31,592 29,754
Equity
Share capital 21 1,835 1,834
Treasury shares 21 (1,088) (17)
Share premium account 21 23,444 23,444
P&L reserve 8,577 5,955
Share-based payment reserve 21 3,021 2,444
Capital redemption reserve 21 115 115
Merger reserve 21 (4,104) (4,104)
Translation reserve 21 (208) 83
Total equity 31,592 29,754
Consolidated statement of changes in equity
For the year ended 31 December 2025
Share capital Treasury shares Share premium Share based payment reserve P&L reserve Capital redemption reserve Merger reserve Translation reserve Total Equity
Balance at 1 January 2024 1,825 - 23,444 2,142 (2,503) 115 (4,104) (161) 20,758
Profit for the year - - - - 8,034 - - - 8,034
Other comprehensive income - - - - - - - 244 244
Total comprehensive income 1,825 - 23,444 2,142 5,531 115 (4,104) 83 29,036
Transactions with owners:
Share options exercised 9 - - (424) 424 - - - 9
Share based payment charge - - - 1,142 - - - - 1,142
Treasury shares purchased - (17) - - - - - - (17)
Deferred tax - - - (416) - - - - (416)
As at 31 December 2024 1,834 (17) 23,444 2,444 5,955 115 (4,104) 83 29,754
Balance at 1 January 2025 1,834 (17) 23,444 2,444 5,955 115 (4,104) 83 29,754
Profit for the year - - - - 2,608 - - - 2,608
Other comprehensive income - - - - - - - (291) (291)
Total comprehensive income 1,834 (17) 23,444 2,444 8,563 115 (4,104) (208) 32,071
Transactions with owners:
Share options exercised 1 - - (415) 415 - - - 1
Share based payment charge - - - 992 - - - - 992
Treasury shares purchased - (1,483) - - - - - - (1,483)
Sale of treasury shares - 412 - - (401) - - - 11
Deferred tax - - - - - - - - -
As at 31 December 2025 1,835 (1,088) 23,444 3,021 8,577 115 (4,104) (208) 31,592
The accompanying notes form part of the financial statements.
Consolidated cash flow statement
For the year ended 31 December 2025
Note 2025 2024
£'000 £'000
Cash flows from operating activities
Profit for the year 2,608 8,034
Adjustments:
Depreciation, amortisation and impairment 12, 13, 14 6,197 5,692
Income tax paid (1,350) (624)
Share based payment expense 6 1,107 1,222
Income tax recognised 9 1,762 1,824
Other income 7 (261) -
Interest income 8 (718) (702)
9,345 15,446
Movements in working capital
Decrease/(Increase) in trade and other receivables 16 897 (1,600)
(Decrease)/Increase in trade and other payables 19, 20 (4,688) 3,241
Net cashflow from operating activity 5,554 17,087
Cash flows from investing activities
Purchase of property, plant and equipment 14 (72) (120)
Additions to intangible assets 12 (4,381) (6,887)
Interest income 8 718 702
Net cash used in investing activities (3,735) (6,305)
Cash flows from financing activities
Acquisition of treasury shares 21 (1,483) -
Net cash from financing activities (1,483) -
Net increase in cash and cash equivalents 336 10,782
Foreign exchange adjustments (597) 55
Cash and cash equivalents at the beginning of the year 18 21,841 11,004
Cash and cash equivalents at the end of the year 18 21,580 21,841
Notes to the financial statements
1. Corporate information
Kooth plc is a company incorporated in England and Wales. The address of the
registered office is 5 Merchant Square, London, England, W2 1AY.
2. Significant accounting policies
2.1 Basis of preparation
The preliminary results for the year ended 31 December 2025 are an abridged
statement of the full Annual Report which was approved by the Board of
Directors on 7 April 2026. The consolidated financial statements in the full
Annual Report are prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006. The
auditor's report on those consolidated financial statements were unqualified,
did not draw attention to any matters by way of emphasis without qualifying
their report and did not contain statements under section 498(2) or 498(3) of
the Companies Act 2006. The preliminary results do not comprise statutory
accounts within the meaning of section 434(3) of the Companies Act 2006. The
Annual Report for the year ended 31 December 2025 will be delivered to the
Registrar of Companies following the Company's Annual General Meeting. The
financial information included in this preliminary announcement does not
itself contain sufficient information to comply with UK-adopted
International Accounting Standards. The Annual Report and audited financial
statements for the year ended 31 December 2025 will be made available on the
Company's website in April 2026.
Measurement convention
The financial statements are prepared on the historical cost basis. These
policies have been consistently applied to all years presented unless
otherwise stated. All values are presented in Sterling and rounded to the
nearest thousand pounds (£'000) except when otherwise indicated.
Going concern
The Directors have a reasonable expectation that the Group as a whole has
adequate resources to continue in operational existence for the foreseeable
future. For this reason, the going concern basis continues to be adopted in
the accounts.
The company's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report on pages 8 to 23. In addition, note 23 to the financial statements
include the company's objectives, policies and processes for managing its
capital; its financial risk management objectives; and its exposures to credit
risk and liquidity risk.
During the 2025 financial year the Group generated a profit of £2.6 million
(2024: £8.0 million). Adjusted EBITDA was £11.3 million (2024: £15.8
million). The Group is in a net asset position of £31.6 million (2024: £29.8
million).
Management has performed a going concern assessment for a period up to 31 May
2027, which indicates that the Group will have sufficient funds to trade and
settle its liabilities as they fall due. This assessment considers a number of
sensitivities, including a downside scenario and a reverse stress test, which
models the scenarios that would lead to a default by the Group. Both the
downside scenario and reverse stress test reflect lower activity levels than
both the Group forecast and 2025 actual results. The key assumption used in
the assessment is revenue and Management has analysed the impact of reduced
revenue on the Group's performance.
Whilst Management has concluded that the possibility of the downside scenario
occurring is remote, the Group would still have adequate resources to be able
to trade and settle its liabilities as they fall due in this scenario.
Management deemed the combination of factors occurring as set out in the
default model to be implausible.
The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future and as such continue to adopt
the going concern basis of accounting in preparing the financial statements.
2.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries as at 31 December 2025, with the comparatives
presented for the previous 12 months being the Group's combined activities for
the 12 months ended 31 December 2024.
Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
● Power over the investee (i.e., existing rights that give it the
current ability to direct the relevant activities of the investee).
● Exposure, or rights, to variable returns from its involvement with
the investee.
● The ability to use its power over the investee to affect its
returns. Generally, there is a presumption that a majority of voting rights
results in control. To support this presumption and when the Group has less
than a majority of the voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in assessing whether it has
power over an investee, including:
○ The contractual arrangement(s) with the other vote holders of the
investee
○ Rights arising from other contractual arrangements
○ The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of
the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated
financial statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are
attributed to the equity holders of the parent of the Group. When necessary,
adjustments are made to the financial statements of subsidiaries to bring
their accounting policies in line with the Group's accounting policies. All
intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full
on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control,
is accounted for as an equity transaction. If the Group loses control over a
subsidiary, it derecognises the related assets (including goodwill),
liabilities, non-controlling interest and other components of equity, while
any resultant gain or loss is recognised in profit or loss. Any investment
retained is recognised at fair value.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker (CODM), who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the
Executive Directors that make strategic decisions. Accordingly, the CODM
determines the Group currently operates under two reporting segments being the
UK and US. The measure of performance of those segments that is reported to
the CODM is revenue and adjusted EBITDA, as shown below in note 4.
2.3 Summary of significant accounting policies
The following are the significant accounting policies applied by the Group in
preparing its consolidated financial statements:
Revenue recognition
The Group applies IFRS 15 "Revenue from Contracts with Customers". To
determine whether to recognise revenue, the Group follows the five-step
process as set out within IFRS 15.
1) Identifying the contract with a customer.
2) Identifying the performance obligations.
3) Determining the transaction price.
4) Allocating the transaction price to the performance obligations.
5) Recognising revenue as/when performance obligation(s) are satisfied.
Provision of online counselling contracts
Revenue arises from the provision of counselling services and mental health
support services under fixed price contracts. Contracts are typically for a 12
month period and are fixed price based on the population covered and an
expected number of hours of counselling provided.
Contracts with customers take the form of signed agreements from customers.
There is one distinct performance obligation, being the provision of
counselling services, to which all the transaction price is allocated. Revenue
from counselling services is recognised in the accounting period in which the
services are rendered. The contracts are satisfied monthly over the contract
term for an agreed level of support hours. Revenue is recognised over-time, on
a systematic basis over the period of the contract, which reflects the
continuous transfer of the service to the customer throughout the contracted
service period.
In certain circumstances the number of hours of counselling provided may
surpass the expected number of hours within the contract. In this
circumstance, Management does not recognise additional revenue during the
period, as contractually the Group has no right to demand payment for
additional hours. In some instances, the Group has recovered additional fees
post year end for the additional hours incurred; this additional revenue is
recognised at a point in time when the Group has agreed an additional fee and
has a right to invoice. At each reporting date there was no significant
overprovision of hours noted.
In instances where the number of counselling hours provided is less than the
contracted number of hours, the full fixed fee is still payable by the
customer.
Platform build and behavioural support services contracts
Revenue from the California contract arises from the provision of a digital
mental health platform alongside supporting behavioural healthcare services,
promotional campaigns, reporting and analysis and technical support. The
contracts have fixed and variable pricing elements which depend on platform
utilisation, with a service period of more than one year. Contracts with
customers take the form of signed agreements from customers.
The contracts include an enforceable right by either party to terminate the
contract without penalty with a fixed notice period. The contract term is
therefore limited up to the end of the notice period. The transaction price is
determined as all consideration due within the contract period. The contract
term is modified each month if the termination clause is not enacted with the
modification being treated on a prospective basis as the incremental
transaction price does not reflect the standalone selling price for the
additional distinct services.
Under IFRS 15, five distinct performance obligations have been identified for
these contracts:
● Providing access to a digital mental health platform.
● Customer contact services to resolve technical issues.
● Collection and analysis of data and reporting.
● Providing on-platform behavioural healthcare services.
● Conducting promotional campaigns to spread awareness.
Revenue from the first three performance obligations is recognised evenly over
time using the output method. This is to reflect the continuous consumption
of the service by the customer over the contracted service period. For the
last two performance obligations revenue is recognised using the input method.
This is to reflect how much of the service the customer has used by comparing
the actual costs incurred to the total projected costs that are expected to be
incurred in delivering the service. These costs include directly attributable
labour and external marketing and promotion costs.
The allocation of the transaction price between the five performance
obligations included in the contract is based on an expected cost plus margin
approach as the standalone selling price is not observable.
The transaction price is determined at contract inception as being the most
likely amount of consideration in which the Group is entitled to, including
any variable consideration. This has been determined through an expected value
calculation modelling various utilisation rate projections against their
likely achievement. The variable consideration has been appropriately
constrained as the Group has limited historical experience to ensure it can be
virtually certain there will be no material reversal of revenue.
The Group typically receives cash from customers 44 days after invoicing a
customer.
Revenue to come from contracts entered into with performance obligations not
fulfilled or only partially fulfilled amounted to £22.8m as at 31 December
2025 (2024: £27.1m), all of which is expected to be recognised within one
year.
Contract assets and liabilities
The Group recognises contract assets in the form of accrued revenue when the
value of satisfied or part satisfied performance obligations is in excess of
the payment due to the Group, and contract liabilities in the form of deferred
revenue when the amount of unconditional consideration is in excess of the
value of satisfied or part satisfied performance obligations. Once a right to
receive consideration is unconditional, that amount is presented as a trade
receivable.
Tax
Current tax
Current tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively enacted
at the reporting date in the countries where the Group operates and generates
taxable income.
Current tax relating to items recognised directly in equity is recognised in
equity and not in the statement of profit or loss. Management periodically
evaluates positions taken in the tax returns with respect to situations in
which applicable tax regulations are subject to interpretation and establishes
provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes at the reporting date. Deferred tax liabilities
are recognised for all taxable temporary differences, except:
● When the deferred tax liability arises from the initial recognition
of goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
● In respect of taxable temporary differences associated with
investments in subsidiaries, associates and interests in joint arrangements,
when the timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax assets are recognised for deductible temporary differences, the
carry forward of unused tax credits and any unused tax losses. Deferred tax
assets are recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the
carry forward of unused tax credits and unused tax losses can be utilised,
except:
● When the deferred tax asset relating to the deductible temporary
difference arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss.
● In respect of deductible temporary differences associated with
investments in subsidiaries, associates and interests in joint arrangements,
deferred tax assets are recognised only to the extent that it is probable that
the temporary differences will reverse in the foreseeable future and taxable
profit will be available, against which the temporary differences can be
utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable
that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date. Deferred tax relating to items
recognised outside profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transaction
either in OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying
the criteria for separate recognition at that date, are recognised
subsequently if new information about facts and circumstances change. The
adjustment is either treated as a reduction in goodwill (as long as it does
not exceed goodwill) if it was incurred during the measurement period or
recognised in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only
if it has a legally enforceable right to set off current tax assets and
current tax liabilities and the deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities which intend
either to settle current tax liabilities and assets on a net basis, or to
realise the assets and settle the liabilities simultaneously, in each future
period in which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.
Sales tax
Expenses and assets are recognised net of the amount of sales tax, except:
● When the sales tax incurred on a purchase of assets or services is
not recoverable from the taxation authority, in which case, the sales tax is
recognised as part of the cost of acquisition of the asset or as part of the
expense item, as applicable
● When receivables and payables are stated with the amount of sales
tax included
The net amount of sales tax recoverable from, or payable to, the taxation
authority is included as part of receivables or payables in the statement of
financial position.
Research and Development Expenditure Credits
The company claims Research and Development Expenditure Credits (RDEC) under
the UK Corporation Tax Act 2009. These credits are recognised when there is
reasonable assurance that the company will comply with the conditions
attaching to them and that the credits will be received. RDEC is recognised as
other income in the statement of profit and loss and other comprehensive
income. The RDEC receivable is recognised as a debtor in the statement of
financial position.
Property, plant and equipment
Property, plant and equipment is stated in the statement of financial position
at cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable
incremental costs incurred in its acquisition and installation.
Depreciation is charged so as to write off the cost of assets over their
estimated useful lives, as follows:
Computer and office equipment 33.33%
straight line
Goodwill and intangibles
Goodwill
Goodwill is initially measured at cost (being the excess of the aggregate of
the consideration transferred and the amount recognised for non-controlling
interests and any previous interest held over the net identifiable assets
acquired and liabilities assumed). If the fair value of the net assets
acquired is in excess of the aggregate consideration transferred, the Group
re-assesses whether it has correctly identified all of the assets acquired and
all of the liabilities assumed and reviews the procedures used to measure the
amounts to be recognised at the acquisition date. If the reassessment still
results in an excess of the fair value of net assets acquired over the
aggregate consideration transferred, then the gain is recognised in profit or
loss.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purpose of impairment testing, goodwill acquired in
a business combination is, from the acquisition date, allocated to each of the
Group's cash-generating units that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the
acquiree are assigned to those units.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at
cost. The cost of intangible assets acquired in a business combination is
their fair value at the date of acquisition. Following initial recognition,
intangible assets are carried at cost less any accumulated amortisation and
accumulated impairment losses. Internally generated intangibles, excluding
capitalised development costs, are not capitalised and the related expenditure
is reflected in profit or loss in the period in which the expenditure is
incurred.
The useful lives of intangible assets are assessed as either finite or
indefinite.
Intangible assets with finite lives are amortised over the useful economic
life and assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period and the amortisation
method for an intangible asset with a finite useful life are reviewed at least
at the end of each reporting period. Changes in the expected useful life or
the expected pattern of consumption of future economic benefits embodied in
the asset are considered to modify the amortisation period or method, as
appropriate, and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite lives is recognised in
the statement of profit or loss within administrative expenses.
An intangible asset is derecognised upon disposal (i.e., at the date the
recipient obtains control) or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising upon derecognition of the
asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the statement of profit or loss.
Expenditure on internally developed software products and substantial
enhancements to existing software product is recognised as intangible assets
only when the following criteria are met:
● The technical feasibility of completing the intangible asset so that
the asset will be available for use or sale.
● Its intention to complete and its ability and intention to use or
sell the asset.
● How the asset will generate future economic benefits.
● The availability of resources to complete the asset.
● The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the
asset is carried at cost less any accumulated amortisation and accumulated
impairment losses. Amortisation of the asset begins when development is
complete and the asset is available for use. It is amortised over the period
of expected future benefit. Amortisation is recorded in administrative
expenses within the statement of profit and loss and other comprehensive
income.
During the period of development, the asset is assessed for impairment
annually.
Amortisation is charged on a straight line basis over the estimated useful
life of three years.
Expenditure on research activities as defined in IFRS is recognised in the
statement of profit and loss and other comprehensive income as an expense.
Impairment testing of intangible assets and property, plant and equipment
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately independent cash inflows (CGU). Those
intangible assets including goodwill and those under development are tested
for impairment at least annually. All other individual assets or CGUs are
tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.
An impairment charge is recognised for the amount by which the asset or CGUs
carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of fair value, reflecting market conditions less costs to sell, and
value in use. All assets, with the exception of goodwill, are subsequently
reassessed for indications that an impairment loss previously recognised may
no longer exist.
Financial instruments
The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability or an equity
instrument in accordance with the substance of the underlying contractual
arrangement. Financial instruments are recognised on the date when the Group
becomes a party to the contractual provisions of the instrument. Financial
instruments are initially recognised at fair value except for trade
receivables which are initially accounted for at the transaction price.
Financial instruments cease to be recognised at the date when the Group ceases
to be party to the contractual provisions of the instrument.
Financial assets are included on the balance sheet as trade and other
receivables or cash and cash equivalents.
Trade receivables
Trade receivables are amounts due from customers for services performed in the
ordinary course of business. They are generally due for settlement within 45
days and are therefore all classified as current. Trade receivables are
recognised initially at the transaction price. The Group holds the trade
receivables with the objective of collecting the contractual cash flows and
therefore measures them subsequently at amortised cost using the effective
interest method.
The Group applies the simplified approach permitted by IFRS 9, which requires
expected lifetime losses to be recognised from the initial recognition of the
receivable. To measure expected credit losses, trade receivables are analysed
based on their credit risk characteristics to determine a suitable historic
loss rate. The historical loss rates are adjusted to reflect current and
forward looking information on macroeconomic factors that the Group considers
could affect the ability of its customers to settle the receivables.
Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if the company does not have an
unconditional right, at the end of the reporting period, to defer settlement
of the creditor for at least twelve months after the reporting date. If there
is an unconditional right to defer settlement for at least twelve months after
the reporting date, they are presented as non-current liabilities. Trade
payables are recognised initially at fair value and all are repayable within
one year and hence are included at the undiscounted amount of cash expected to
be paid.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that have a maturity date of three months
or less from the date of acquisition, are readily convertible to a known
amount of cash and are subject to an insignificant risk of change in value.
Leases
Short term leases or leases of low value are recognised as an expense on a
straight-line basis over the term of the lease.
The Group recognises right-of-use assets under lease agreements in which it is
the lessee. The underlying assets mainly include property and office equipment
and are used in the normal course of business. The right-of-use assets
comprise the initial measurement of the corresponding lease liability payments
made at or before the commencement day as well as any initial direct costs and
an estimate of costs to be incurred in dismantling the asset. Lease incentives
are deducted from the cost of the right-of-use asset. The corresponding lease
liability is included in the consolidated statement of financial position as a
lease liability.
The right-of-use asset is depreciated over the lease-term and if necessary
impaired in accordance with applicable standards. The lease liability shall
initially be measured at the present value of the lease payments that are not
paid at that date, discounted using the rate implicit in the lease. The lease
liability is subsequently measured by increasing the carrying amount to
reflect interest on the lease liability (application of the effective interest
method) and by reducing the carrying amount to reflect the lease payments
made. No lease modification or reassessment changes have been made during the
reporting period from changes in any lease terms or rent charges.
Employee benefit plans
Defined contribution plans
The Group operates a defined contribution pension plan. Payments to defined
contribution pension plans are recognised as an expense when employees have
rendered services entitling them to the contributions.
Share-based payment
Benefits to employees are provided in the form of share-based payment
transactions, whereby employees render services in exchange for shares or
rights over shares ('equity settled transactions'). The fair value of the
employee services rendered is measured by reference to the fair value of the
shares awarded or rights granted, which takes into account market conditions
and non-vesting conditions. This cost is charged to the statement of profit
and loss and other comprehensive income over the vesting period, with a
corresponding increase in the share based payment reserve.
The cumulative expense recognised at each reporting date until the vesting
date reflects the extent to which the vesting period has expired and the
company's best estimate of the number of shares that will ultimately vest. The
charge or credit to the statement of profit and loss and other comprehensive
income for a period represents the movement in the cumulative expense
recognised at the beginning and end of that period and is recognised in share
based payment expense.
Alternative performance measures
Adjusted results are prepared to provide a more comparable indication of the
Group's core business performance by removing the impact of certain items
including exceptional items, and other, non- trading, items that are reported
separately.
The Group believes that EBITDA before separately disclosed items ("adjusted
EBITDA") is the most significant indicator of operating performance and allows
a better understanding of the underlying profitability of the Group. The Group
defines adjusted EBITDA as operating profit/loss before interest, tax,
depreciation, amortisation, realised foreign exchange differences and share
based payments.
The Group also measures and presents performance in relation to various other
non-GAAP measures, such as gross margin %, annual recurring revenue and
revenue growth.
Adjusted results are not intended to replace statutory results. These have
been presented to provide users with additional information and analysis of
the Group's performance, consistent with how the Board monitors results.
3. Significant accounting judgements, estimates and assumptions
In the application of the Group's accounting policies, management is required
to make judgements, estimates and assumptions about the carrying value of
assets and liabilities that are not readily apparent from other sources.
Estimates and assumptions
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of revision and future periods if the revision affects both current and future
periods. No significant estimates have been identified.
Judgements
The areas of judgement which have the most significant impact on the amounts
recognised in the financial statements are as follows:
Revenue recognition
Judgements have been taken in the application of IFRS 15 "Revenue from
Contracts with Customer". The determination of the transaction price included
judgement as to how much variable consideration was expected to be received
across the contract and how much those considerations should be constrained
based on projected contract performance. There was judgement taken in
allocating the transaction price to the identified performance obligations
based on the relative stand-alone selling price (SSP) of each distinct service
or item within the contract. An observable SSP was not available, therefore
judgement was used to estimate the SSP considering all reasonably available
information using an expected cost-plus margin approach.
Capitalisation of development costs
The Group capitalises costs associated with the development of the Kooth
platforms. These costs are assessed against IAS 38 Intangible Assets to ensure
they meet the criteria for capitalisation. After capitalisation, management
monitors whether the recognition requirements continue to be met and whether
there are any indicators that capitalised costs may be impaired. Capitalised
development expenditure is analysed further in note 12.
Development costs largely relate to amounts paid to external developers,
consultancy costs and the direct payroll costs of the internal development
teams. Any internal time capitalised is the result of careful judgement of the
proportion of time spent on developing the platform and whether that time
meets the IAS 38 criteria for capitalisation. Capitalised development
expenditure is reviewed at the end of each accounting period for indicators of
impairment.
4. Revenue and segmental analysis
In accordance with IFRS 8, the Group requires consideration of the Chief
Operating Decision Maker ("CODM") within the Group. In line with the Group's
internal reporting framework and management structure, the key strategic and
operating decisions are made by the Executive Directors, who review internal
monthly management reports, budgets and forecast information as part of this.
Accordingly, the Executive Directors are deemed to be the CODM.
Accordingly, the CODM determines the Group currently operates under two
reporting segments being the UK and US. The measure of performance of those
segments that is reported to the CODM is revenue and adjusted EBITDA, as shown
below.
Segment assets and segment liabilities are reviewed by the CODM in a
consolidated statement of financial position. Accordingly, this information is
replicated in the Group consolidated statement of financial position. As no
measure of assets or liabilities for
individual segments is reviewed regularly by the CODM, no disclosure of total
assets or liabilities has been made, in accordance with the amendment to
paragraph 23 of IFRS 8.
2025 2025 2025 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000
US UK Total US UK Total
Provision of online counselling contracts 1,099 17,196 18,296 101 18,047 18,148
Platform build and behavioural support services contracts 44,991 - 44,991 48,596 - 48,596
Total revenue 46,090 17,196 63,286 48,697 18,047 66,744
Adjusted EBITDA 2,794 8,540 11,334 2,466 13,288 15,754
Non Current Assets 120 9,035 9,155 175 10,747 10,922
The geographical revenue information above is based on the location of the
customer.
The group had one customer (2024: one) that accounted for more than 10% of
total revenue in 2025. This customer accounted for 71% of group revenue (2024:
73%)
Non-current assets for this purpose consist of goodwill, intangible assets,
right of use assets and property, plant and equipment and excludes deferred
tax assets.
5. Operating profit
2025 2024
£'000 £'000
Labour costs 8,743 10,550
Direct marketing 8,116 3,935
Share based payment expense 139 261
Travel and subsistence 5 11
Total cost of sales 17,004 14,757
Employee costs 25,986 27,285
Rent and rates 659 666
IT hosting and software 2,453 2,505
Professional fees 4,464 4,201
Marketing 1,357 1,325
Depreciation & amortisation 6,197 5,376
Share based payment expense 968 961
Foreign exchange movement 638 -
Other costs 168 512
Total administrative expenses 42,891 42,831
Total cost of sales and administrative expenses 59,895 57,588
Cost of sales represent the costs of our service user facing employees
including external contractors and direct service user marketing expenditure.
6. Employee remuneration
2025 2024
£'000 £'000
Salaries 31,328 33,748
Pensions 735 773
Social security costs 3,241 3,036
Other staff benefits 1,203 1,452
Share based payments 1,107 1,222
37,614 40,231
Employee remuneration is presented in the financial statements in the
following locations:
2025 2024
£'000 £'000
Cost of sales 8,706 10,606
Administrative expenses 25,471 26,213
Statement of financial position 3,437 3,412
37,614 40,231
The employee remuneration present in the statement of financial position are
the capitalised development costs in accordance with IAS 38.
Employee numbers 2025 2024
Direct 253 291
Indirect 250 251
Developers 51 48
554 593
Employee numbers disclosed represent the average number of employees,
including directors, for the year.
The Directors' remuneration and share options are detailed within the Report
of the Remuneration Committee on pages 67 to 69 of the annual report. This
includes details of the total Directors' remuneration, including bonuses and
pension contributions and remuneration of the highest paid Director. No
directors exercised share options in the year.
The Executive Directors of the Company control 2.5% of the voting shares of
the Company (2024: 4.8%).
Share based payment 2025 2024
£'000 £'000
Long term incentive awards 1,107 1,222
Long term incentive awards
Long term incentive awards have been issued to all staff. Performance
conditions are attached to the incentive awards of Executives, with 50% linked
to Earnings Per Share growth (adjusted EBITDA growth for grants in 2024 and
2023 and ARR growth for grants prior to 2023) and 50% linked to comparative
total shareholder return (TSR). Awards to the Executive Directors require that
the options remain held for two years after their vesting date. Vesting
conditions require that all staff remain employed by the business for three
years. The shares vest over a three year period with a maximum term of 10
years.
Number of Options Weighted average exercise price Number of Options Weighted average exercise price
2025 2025 2024 2024
Outstanding at the beginning of the year 2,273,959 £0.05 2,339,017 £0.05
Granted 413,044 £0.05 602,218 £0.05
Forfeited (302,857) £0.05 (456,517) £0.05
Exercised (245,106) £0.05 (210,759) £0.05
Outstanding at the end of the year 2,139,040 £0.05 2,273,959 £0.05
The share options outstanding at the end of the year have a weighted average
remaining contractual life of 7.7 years (2024: 8.4 years). The weighted
average share price of the options at the date of exercise was 151.3p (2024:
270.2p).
Fair value of options granted:
The fair value of the awards has been calculated using the Black Scholes
option pricing model and using a Stochastic simulation model for options with
TSR performance conditions. The following assumptions were used on options
granted in the year:
Options granted on 23/05/2025 24/06/2025 18/09/2025
Share price at date of grant 158.0p 179.5p 151.5p
Exercise price 5.0p 5.0p 5.0p
Vesting period (years) 2.8 2.8 2.6
Expected volatility 45.79% 46.76% 46.76%
Discount for lack of marketability 7.29%/0.00% 0.00% 0.00%
Option life (years) 10 10 10
Expected life (years) 10 10 10
Risk-free rate 3.99% 3.87% 3.87%
Expected dividends expressed as a dividend yield 0.00% 0.00% 0.00%
Fair value of options granted 123.3p/133.0p 153.3p 128.0p
The expected volatility is based on the historical volatility of the Company's
share price. An assessment of the likelihood of market conditions being
achieved is made at the time that the options are granted.
7. Other income
2025 2024
£'000 £'000
Other income 261 -
Other income relates to claims under the Research and Development Expenditure
Credits (RDEC) scheme. These credits are recognised when there is reasonable
assurance that the company will comply with the conditions attaching to them
and that the credits will be received.
8. Interest
2025 2024
£'000 £'000
Interest income on cash deposits 718 702
9. Taxation
2025 2024
£'000 £'000
Current tax
UK corporation tax - 49
Foreign tax 747 764
Adjustments in respect of prior years 172 22
919 835
Deferred tax
Current year 866 1,019
Adjustments in respect of prior years (23) (30)
843 989
Tax charge 1,762 1,824
2025 2025 2024 2024
£'000 % £'000 %
Profit before tax for the year 4,370 9,858
Tax charge at standard rate of 25% (2024: 25%) 1,093 25.0 2,465 25.0
Effects of:
Permanent items / additional relief under R&D scheme 65 1.5 (547) (5.5)
Variance in overseas tax rates (100) (2.3) - 0.0
Difference between UK CT & DT rates - 0.0 (26) (0.3)
Expenses not deductible/(Income) not taxable for tax purposes 450 10.3 (40) (0.4)
Prior year adjustments 149 3.4 (8) (0.1)
Other differences 105 2.4 (20) (0.2)
Tax charge for the year 1,762 40.3 1,824 18.5
10. Earnings per share
2025 2024
£'000 £'000
Earnings used in calculation of earnings per share:
On total profits attributable to equity holders of the parent 2,608 8,034
2025 2024
Weighted average no. of shares (Basic) 36,350,335 36,574,695
Weighted average no. of shares (Diluted) 38,556,835 38,995,084
Shares in issue
Ordinary shares in issue 36,694,683 36,677,766
Treasury shares acquired (662,529) (9,250)
Profit per share on total profits attributable to equity holders of the parent
Basic, £ 0.07 0.22
Diluted, £ 0.07 0.21
11. Goodwill
2025 2024
£'000 £'000
Goodwill as at 1 January and 31 December 511 511
Management has established there are two CGUs in the group being the UK and US
operations which aligns to the group's reporting segments. Goodwill is
allocated across the two CGUs.
The Group tests annually for impairment or more frequently if there are
indications that it might be impaired. There were no indicators of impairment
noted during the periods presented.
The Group tests goodwill for impairment by reviewing the carrying amount
against the recoverable amount of the investment. Management has calculated
the value in use using the following assumptions:
Discount rate 9%
Growth rate 2.5%
Forecasts are based on past experience and take into account current and
future market conditions and opportunities. Using alternative discount
(increase to 10%) and growth rates (decrease to nil) as sensitised assumptions
does not result in any impairment.
The Group prepares forecasts based on the most recent financial budgets
approved by the Board. The forecasts have been used in the value in use
calculation along with the assumptions stated above. The forecasts used are
consistent with those used in the going concern review and discussed in note
2. The forecasts extended for a period of 12 months from the date of signing.
There were no impairments in the years ended 31 December 2025 and 31 December
2024.
12. Development costs
2025 2024
£'000 £'000
Cost
Balance as at 1 January 25,915 19,028
Additions 4,381 6,887
Balance as at 31 December 30,296 25,915
Amortisation
Balance as at 1 January (15,791) (10,278)
Amortisation (6,041) (5,197)
Impairment - (316)
Balance as at 31 December (21,832) (15,791)
Carrying amount 31 December 8,464 10,124
The US Soluna platform has a carrying value of £6.7m and a remaining
amortisation period of between 1 and 3 years. The UK platform has a carrying
value of £1.7m and a remaining amortisation period of between 1 and 3 years.
The newly acquired Kismet platform has a carrying value of £0.1m and is not
yet being amortised. The US Klassic platform was fully impaired in 2024
leading to a charge within administrative expenses of £0.3m.
On 14 November 2025, Kooth acquired the assets of Kismet Health Inc, a US
paediatric telehealth platform, for the cash consideration of $1. Associated
transaction costs of £33k have been capitalised in line with the requirements
of IFRS 3. Kooth acquired the IP inherent in Kismet's telehealth platform and
as such have accounted for the transaction as an asset acquisition in
accordance with the optional test under paragraph B7B of IFRS 3. The cost of
the acquisition has been allocated against the individual identifiable asset
on the basis of its relative fair value (about:blank) at the date of
purchase. The asset acquisition agreement includes a potential earn out
consideration which has not been recognised on the basis that at the reporting
date it is neither probable nor measurable.
13. Leases
2025 2024
£'000 £'000
Right of use asset
As at 1 January 20 42
Depreciation - (22)
Disposal (20) -
As at 31 December - 20
Lease liability
As at 1 January 23 44
Interest charge - 4
Cash payment - (25)
Disposal (23) -
As at 31 December - 23
During the year ended 31 December 2025, the value of all leases recognised
under IFRS 16 were reduced to nil. All remaining leases are either short term
leases or leases of low value underlying assets.
14. Property, plant and equipment
2025 2024
£'000 £'000
Cost
Balance as at 1 January 500 842
Additions 72 120
Disposals (100) (462)
Balance as at 31 December 472 500
Depreciation
Balance as at 1 January (234) (538)
Depreciation (156) (158)
Disposals 98 462
Balance as at 31 December (292) (234)
Carrying amount 31 December 180 266
Property, plant and equipment refers to computer and office equipment.
15. Deferred tax assets and liabilities
Fixed asset temporary differences Other temporary differences Tax losses Total
At 1 January 2024 - asset / (liability) (1,220) 1,144 2,725 2,649
Movement - (charge) / credit (62) 344 (1,271) (989)
Amounts recognised in equity - (416) - (416)
At 1 January 2025 - asset / (liability) (1,282) 1,072 1,454 1,244
Movement - (charge) / credit 304 (231) (916) (843)
At 31 December 2025 - asset / (liability) (978) 841 538 401
Deferred tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the deductible temporary
differences can be utilised.
16. Trade and other receivables
2025 2024
£'000 £'000
Trade receivables 3,616 7,409
Prepayments 1,118 1,289
Other receivables 353 35
5,088 8,733
All amounts shown above are short term. The net carrying value of trade
receivables is considered a reasonable approximation of fair value.
17. Contract assets
2025 2024
£'000 £'000
Accrued income 3,040 292
18. Cash and cash equivalents
2025 2024
£'000 £'000
Cash and cash equivalents 21,580 21,841
19. Trade and other payables
2025 2024
£'000 £'000
Trade payables 693 2,683
Accruals and other creditors 4,545 5,264
Tax liabilities 881 1,526
6,119 9,473
The Group recognises a provision when a legal or constructive obligation
exists, a future outflow of resources is probable, and the amount can be
reliably estimated. This includes ongoing legal disputes, the estimated costs
of which are recorded within other creditors. The Group is also involved in
legal proceedings where an outflow of resources is considered to be possible
but not probable, or where the potential costs cannot be reliably measured
with sufficient reliability. In these instances, no provision is recognised.
In accordance with accounting standards, specific details regarding these
claims are not disclosed. The Group believes that revealing such information
could seriously prejudice its position in these matters.
20. Contract liabilities
2025 2024
£'000 £'000
Contract liabilities - current 1,553 3,781
Revenue recognised in the reporting period that was included in the contract
liability balance at the beginning of the year totalled £3.8m (2024: £5.2m).
The following table shows the movement in contract liabilities:
2025 2024
£'000 £'000
Contract liabilities recognised at start of the year 3,781 5,156
Amounts invoiced in prior year recognised as revenue in the current year (3,781) (5,156)
Amounts invoiced in the current year which will be recognised as revenue in 1,553 3,781
the later years
Balance at the end of the year 1,553 3,781
21. Equity
2025 2024
£'000 £'000
Ordinary A shares 1,835 1,834
Number of Shares 2025 2024
Ordinary A shares 36,694,683 36,677,766
The share capital of Kooth plc consists of fully paid ordinary shares with a
nominal value of £0.05 per share.
The A ordinary shares have attached to them full voting, dividend and capital
distribution rights (including on winding up). They do not confer any right of
redemption.
The following share transactions have taken place during the year ended 31
December 2025:
2025 2024
Number Number
At the start of the year 36,677,766 36,480,873
Exercise of share options 16,917 196,893
At the end of the year 36,694,683 36,677,766
Share capital increased from the prior year following the exercise of staff
share options.
2025 2024
£'000 £'000
Treasury shares (1,088) (17)
During the reporting period the company purchased 881,468 ordinary shares to
hold in treasury and sold 228,189.
2025 2024
£'000 £'000
Share Premium 23,444 23,444
Share premium represents the funds received in exchange for shares over and
above the nominal value.
2025 2024
£'000 £'000
Share based payment reserve 3,021 2,444
The share-based payment reserve represents amounts accrued for equity settled
share options granted.
2025 2024
£'000 £'000
Merger reserve (4,104) (4,104)
The merger reserve was created as a result of the share for share exchange
during the year ended 31 December 2020.
2025 2024
£'000 £'000
Capital redemption reserve 115 115
The capital redemption reserve was established as a result of the deferred
share buyback during the year ended 31 December 2020.
2025 2024
£'000 £'000
Translation reserve (208) 83
The translation reserve represents differences on translation of balances in
Kooth USA LLC which has a functional currency of USD.
22. Auditor's remuneration
2025 2024
£'000 £'000
Fees payable to the auditor for the audit of the Company and Consolidated 158 145
financial statements
Fees payable to the auditor and its associates for other services:
Other audit related services 6 6
23. Financial assets and liabilities
2025 2024
£'000 £'000
Financial assets
Trade receivables 3,616 7,409
Cash and cash equivalents 21,580 21,841
Financial liabilities
Trade and other payables 5,238 7,970
The carrying amount of trade receivables are denominated in the following
currencies:
2025 2024
£'000 £'000
GBP 2,079 2,638
USD 1,537 4,771
Total 3,616 7,409
The carrying amount of cash and cash equivalents are denominated in the
following currencies:
2025 2024
£'000 £'000
GBP 6,787 8,696
USD 14,693 12,997
EUR 101 148
Total 21,580 21,841
The carrying amount of trade and other payables are denominated in the
following currencies:
2025 2024
£'000 £'000
GBP 2,839 3,578
USD 2,399 4,392
Total 5,238 7,970
Management has assessed that the fair values of cash, trade receivables, trade
payables, and other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
The Group's principal financial liabilities comprise trade and other payables.
The Group has an undrawn debt facility as at 31 December 2025 (2024: £nil).
The main purpose of these financial liabilities is to finance the Group's
operations. The Group's principal financial assets include trade receivables
and cash that derive directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk. The
Group's senior management oversees the management of these risks. The Group's
senior management is supported by the Board of Directors who advise on
financial risks and the appropriate financial risk governance framework for
the Group. The Board provides assurance to the Group's senior management that
the Group's financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in
accordance with the Group's policies and risk objectives.
The Board of Directors reviews and agrees policies for managing each of these
risks, which are summarised below.
Market risk
Market risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, currency risk
and other price risk, such as equity price risk and commodity risk.
Market risk is deemed to be immaterial to the Group given that the Group has
only undrawn debt facilities in place at the year ended 31 December 2025
(2024: £nil) that would cause interest rate risk.
Credit risk
The Group's principal financial assets are cash and trade receivables. The
credit risk associated with cash is limited, as the counterparties have high
credit ratings assigned by international credit-rating agencies. The credit
risk associated with trade receivables is also limited as customers are
primarily government backed organisations such as the NHS or State
governments. Credit losses historically incurred have been negligible.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is
available to meet foreseeable needs by closely managing its cash balance.
As at the year ended 31 December 2025 the Group is solely funded by equity and
as a result liquidity risk is deemed to be immaterial. The Group monitors its
risk of a shortage of funds through both review and forecasting procedures.
Foreign currency risk
The Group is exposed to the US Dollar through the US subsidiary, Kooth USA
LLC, which raises its sales invoices to customers in US Dollars and incurs
costs in US Dollars.
With the Group reporting in Sterling, any change to the GBP/USD exchange rate
could increase the Group's foreign currency risk. The Group deems the UK and
US to be stable economies, thereby significantly reducing foreign currency
risk.
If the exchange rate between sterling and the US dollar had been 10%
higher/lower at the reporting date, the effect on profit would have been
approximately (£1,444,000)/£1,764,000 respectively (2024:
(£1,096,000)/£1,340,000). If the exchange rate between sterling and euro had
been 10% higher/lower at the reporting date the effect on profit would have
been approximately (£9,000)/£11,000 respectively (2024:
(£13,000)/£16,000).
24. Related party transactions
Note 26 provides information about the Group's structure, including details of
the subsidiaries and the holding company. The Group has taken advantage of the
exemption available under IAS 24 Related Party Disclosures not to disclose
transactions between Group undertakings which are eliminated on consolidation.
Key management personnel are the executive members of the Board of Directors.
Remuneration applicable to the Company is disclosed below, with further
information disclosed in the Remuneration Committee report.
2025 2024
£'000 £'000
Salaries and bonuses 1,746 1,920
Pension costs 26 29
Settlement, notice and LTIP payments 219 -
Share based payment charges 161 249
2,152 2,198
The following table provides the total amount of transactions that have been
entered into with related parties for the relevant financial year.
2025 2024
£'000 £'000
Monitoring fees - ScaleUp Capital Limited 68 65
25. Capital management policies and procedures
The Group's capital management objectives are:
● To ensure the Group's ability to continue as a going concern.
● To provide an adequate return to shareholders by pricing products
and services in a way that reflects the level of risk involved in providing
those goods and services.
The Group monitors capital on the basis of the carrying amount of equity, less
cash and cash equivalents as presented in the statement of financial position.
The Group has only undrawn debt facilities in place as at 31 December 2025
(2024: £nil).
Management assesses the Group's capital requirements in order to maintain an
efficient overall financing structure while avoiding excessive leverage. The
Group manages the capital structure and makes adjustments to it in the light
of changes in economic conditions and the risk characteristics of the
underlying assets. The amounts managed as capital by the Group for the
reporting periods under review are summarised as follows:
2025 2024
£'000 £'000
Total equity 31,592 29,754
Cash and cash equivalents 21,580 21,841
Capital 53,172 51,595
Total equity 31,592 29,754
Lease liability - (23)
Financing 31,592 29,731
26. Subsidiaries and associated companies
Name Country of Incorporation Proportion Held Activity Registered Address
Kooth Group Limited UK 100% Platform development 5 Merchant Square, London, England, W2 1AY
Kooth Digital Health Limited UK 100% Provision of online services to children, young people and adults in the UK 5 Merchant Square, London, England, W2 1AY
Kooth USA LLC US 100% Provision of online services to children, young people in the US 1 South Dearborn Street, Chicago, IL, 60603
Kooth Australasia Pty Ltd Australia 100% Dormant 158 Brisbane Street, Hobart, TAS, 7000
27. Standards issued but not yet effective
At the date of authorisation of these consolidated financial statements,
several new, but not yet effective, Standards and amendments to existing
Standards, and Interpretations have been published by the IASB. None of these
Standards or amendments to existing Standards have been adopted early by the
Group.
Management anticipates that all relevant pronouncements will be adopted for
the first period beginning on or after the effective date of the
pronouncement. New Standards, amendments and Interpretations not adopted in
the current year have not been disclosed as they are not expected to have a
material impact on the Group's consolidated financial statements.
28. Ultimate controlling party
No shareholder owns a majority of shares. The directors do not consider that
there is one ultimate controlling party.
29. Events after the reporting date
There have been no material events.
30. Capital commitments
The Group's capital commitments at 31 December 2025 are £nil (2024: £nil).
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