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Contents

Strategic Report

2 Key Operational and Financial Highlights

3 Chairman’s Statement

5 Chief Executive Officer’s Report

8 Financial Review

11 Section 172 Statement, Engaging with our stakeholders

13 Non-Financial Reporting

14 Responsible Business Report

19 Task Force on Climate-Related Financial Disclosures (TCFD) Reports

24 Principal Risks

27 Going Concern & Viability Statement

Governance

29 The Board

31 Governance Framework

32 Board Governance

37 Nomination Committee Report

39 Audit Committee Report

45 Directors’ Remuneration Report

67 Directors’ Report

72 Statement of Directors’ Responsibility

Financial Statements

73 Independent Auditor’s Report

81 Consolidated Income Statement

82 Consolidated Statement of Comprehensive Income

83 Balance Sheets

84 Consolidated Statement of Changes in Shareholders’ Equity

85 Company Statement of Changes in Shareholders’ Equity

86 Statements of Cash Flow

87 Notes to the Consolidated Financial Statements

Supplementary Information

136 Shareholder Information

IBC Advisors

Key Operational

and Financial Highlights

Key Operational

Year ended 31 December 2025 2024 % Change

Annual Recurring Revenue^{1, 2} (‘ARR’) at year end £49.8m £50.3m (1%)

AI Autonomous Finance

£17.9m £16.8m 7%

Other Software £27.5m £28.5m (4%)

Assure £4.4m £5.0m (12%)

Revenue

Total Revenue £65.0m £70.0m (7%)

Recurring Revenue³ £54.0m £54.4m (1%)

Non-Recurring Revenue £11.0m £15.6m (29%)

Recurring Revenue proportion 83% 78% 5%

Profit and EPS

Adjusted Operating Profit⁴ £10.0m £9.9m 1%

Statutory Operating Profit £4.8m £5.7m (15%)

Adjusted Operating Margin⁴ 15% 14% 1%

Basic Earnings per Share 7.3p 8.8p (17%)

Cash and Balance Sheet

Cash and cash equivalents at year end £29.6m £30.4m (3%)

Net funds⁵ £21.2m £20.3m 4%

Share buyback completed £5.1m £4.0m 28%

Final Ordinary Dividend per Share 3.6p 3.6p –

Full Year Ordinary Dividend per Share 5.4p 5.4p –

Operational Highlights

Following the formal relaunch of Fynapse, the actions taken over the past year are now delivering measurable outcomes, with

stronger pipeline quality, increased partner engagement and continued commercial momentum. Key successes include:

• Fynapse ARR grew approximately 70% year-on-year, reflecting strong momentum following its formal relaunch at the end of

2024.

• Pipeline value increased c.65% year-on-year, with expansion in later-stage opportunities improving visibility into FY26.

• Partner-led execution strengthened, with 83% of pipeline partner-influenced and 84% related to Fynapse, which currently

represents the majority of FY26 new customer opportunities.

• AI Autonomous Finance ARR growth of 7% driven by expansion and renewal across existing customers, including a large

US telecommunications client and a global insurance group, alongside new wins in healthcare insurance, payments and

managed services.

• Implementation timelines reduced significantly, with deployments increasingly delivered in weeks rather than months or

years, accelerating time to value for customers.

• Two new Fynapse customer wins in telecommunications and financial services in Q1 2026 reflecting continued progress in

target markets.

• Across both new wins and expansion activity, customers are increasingly selecting Aptitude where they are seeking faster time

to value, greater flexibility in their architecture, and the ability to modernise finance without requiring full ERP replacement.

Notes

1. Annual Recurring Revenue (‘ARR’) is the value of Aptitude’s recurring revenue at a specific point in time, normalised to a one-year period. ARR includes recurring revenues contracted

but yet to commence and excludes recurring revenues which are currently being received but for which formal termination has been received. Included in ARR are recurring

revenues from the Group’s Assure services (formerly known as solution management services).

2. Constant Currency is calculated by comparing the 2025 results with 2024 results retranslated at the rates of exchange prevailing during 2025. 2024 ARR has been restated to reflect

constant currency.

3. Recurring Revenue includes revenues from the Group’s Assure services (formerly known as solution management services).

4. Adjusted Operating Profit and Adjusted Operating Margin exclude non-underlying operating items, unless stated to the contrary, but includes share-based payments. Further detail

in respect of the non-underlying operating items can be found within Note 2.

Net Funds represents cash and cash equivalents less finance obligations, which includes capital lease obligations and a loan.

5. Certain non-IFRS financial measures (e.g. Adjusted Operating Profit) are included which assist management in comparing performance on a consistent basis.

6. AI Autonomous Finance ARR includes ARR from the Aptitude Accounting Hub (‘AAH’) and Fynapse.

Chairman’s Statement

Positioned for the AI Era

As I approach the conclusion of my tenure as Chairman of Aptitude, I reflect on a period of sustained and, at times, significant

transformation. Over the past decade, the Group has evolved from a diversified software business into a focused, finance-oriented

software provider, and more recently into a SaaS-led organisation aligned to the needs of the modern CFO.

We are now entering a new phase of the market, shaped by rapid advances in AI and the increasing demand for real-time financial

insight. The Board and management team is increasingly aligning the business around a clear opportunity centered on Fynapse

and the emerging Finance ERP market.

The progress made over recent years, combined with the Group’s strong profitability and cash-generative characteristics, leaves

Aptitude well positioned against this backdrop.

Supporting a Clear Strategic Direction

During the year, the Board has worked closely with management as the Group has continued to simplify its operating model and

sharpen its strategic focus.

The decision taken in January 2026 to position Fynapse more explicitly as a Finance ERP solution reflected both market feedback

and the evolution of customer requirements and marked an important point in this transition. Since then, through continued

engagement with customers and partners, we have further reinforced our view of the scale of the opportunity and the importance

of continued investment to support its development. This points to a more scalable, higher-margin, software-led business model,

which we believe is important for long-term value creation.

The Board recognises the importance of maintaining an appropriate balance. The Group remains very profitable and cash-generative,

providing a strong foundation from which to invest. The Board is considering how best to allocate capital and resources toward

areas of highest strategic value, including the continued development and scaling of Fynapse, and this will be assessed as part of

the Strategic Review.

Market Context and Positioning

The market in which Aptitude operates is undergoing a period of structural change. Traditional ERP systems remain deeply

embedded but are not designed for the demands of real-time, AI-enabled finance. At the same time, newer entrants are bringing

innovation but often lack the scale, control, and regulatory credibility required by large, complex organisations.

We are also seeing increased investment in modern finance platforms, particularly among newer entrants, as capital is deployed

toward solutions designed for this next generation of finance systems.

This dynamic is contributing to the emergence of a distinct Finance ERP market. The Board believes Aptitude is well positioned

within this space, given its heritage in financial control, its deep domain expertise, and the capabilities developed within Fynapse.

We are encouraged by early market validation, including improvements in pipeline quality, increasing partner engagement,

positive customer feedback and recent new wins.

Governance and Board Succession

The Board continues to evolve to support the next phase of the Company’s development.

As previously communicated, I had intended to step down as Chairman following the 2026 AGM. However, in light of the Strategic

Review, the Board has concluded that it is appropriate to extend my tenure as Non-Executive Chairman until its conclusion. A

further update on Chair succession will be provided in due course, subject to the outcome of the Strategic Review. The search for

a new Chief Financial Officer remains ongoing.

Chairman’s Statement

The Board remains focused on ensuring that the appropriate leadership and governance structure is in place to support the

Company’s strategic direction and long-term growth ambitions.

Strategic Review

Given the scale of the Fynapse opportunity and the investment required to accelerate development, the Board has taken the

decision to undertake a formal Strategic Review at this time. In the current macroeconomic environment, the Board believes it is

appropriate to consider the full range of options to ensure the business is optimally positioned for long-term growth.

Accordingly, the Board is reviewing the strategic options available to Aptitude, including the launch of a formal sale process, with

the aim of maximising value for shareholders, employees and other stakeholders. Options under consideration include capital

raising, strategic partnerships, portfolio optimisation and potential corporate transactions.

Capital Allocation

In 2025, the Group operated a share buyback programme and repurchased £5.1m of its own Ordinary Share Capital to 31 December

2025. The programme is in accordance with the authority granted by shareholders on 28 May 2025 to make market purchases of

the Company’s Ordinary Shares and forms part of a £20m share buyback programme over a three-year period.

The Board has decided that the share buyback programme announced on 29 May 2025 should be suspended as a result of the

strategic review. This reflects the Board’s commitment to maintaining flexibility in capital allocation while the strategic review is

underway, ensuring that all options are considered to maximise shareholder value.

The Board has proposed an unchanged final dividend of 3.60 pence per share (2024: 3.60 pence), making a total ordinary dividend

of 5.40 pence per share for the year (2024: 5.40 pence). Subject to shareholder approval at the Group’s Annual General Meeting

on 27 May, the proposed final dividend will be paid on 12 June 2026 to shareholders on the register at 22 May 2026.

Looking Ahead

As the Company enters its next phase, the priorities are clear. The focus will be on strengthening Aptitude’s position within the

emerging Finance ERP market, deepening partner-led execution and ensuring that investment is directed toward the highest-

value opportunities.

The Board believes that the strategic review will provide a clear framework for determining the optimal path forward to support

the next stage of our growth.

A Personal Reflection

I would like to take the opportunity to thank the Board, the executive team, and all colleagues across Aptitude for their commitment

and contribution during a period of significant change. Their dedication, skill, and considerable effort have been outstanding

throughout my period as Chair.

The business today is more focused, more aligned to market demand, and better positioned for the future than at any point during

my tenure. While there remains work to do, the foundations that have been put in place give me confidence in the Company’s

direction and long-term potential.

I would also like to thank our shareholders for their continued support.

We believe the Group is well positioned to capitalise on the opportunities ahead, while continuing to evaluate additional

investment avenues as part of the ongoing Strategic Review.

Ivan Martin

Chairman

7 April 2026

Chief Executive Officerʼs Report

Transformation and Strategic Focus

Aptitude has continued to make strong progress over the past year, simplifying the business, sharpening our strategic priorities

and aligning the organisation around Fynapse. This reflects a continued shift toward a more scalable, higher-margin, software-led

model.

Following the relaunch of Fynapse at the end of 2024, our focus in 2025 has been on testing its positioning in the market, validating

demand and refining how we go to market. This has provided clear feedback from customers and partners, which is shaping how

we now position the business and where we invest going forward.

Fynapse Relaunch and Positioning

We formally relaunched Fynapse to the market at the end of 2024, with dedicated teams and a focused go-to-market approach,

marking the first time the product was properly taken to market. As a result, Fynapse has only been in the market for a limited

period, during which ARR has grown 70% year-on-year.

During 2025, our focus has been on sharpening its positioning, strengthening how we go to market, securing new customers and

validating its role within modern finance architectures through direct engagement with customers and partners. This has provided

clear and consistent feedback, reinforcing both the strength of the platform and the scale of the opportunity ahead.

One of the key insights from customer, prospect and partner engagement has been that positioning Fynapse as a subledger

understates the breadth of value it can deliver. As the market evolves, driven by advances in AI and demand for real-time financial

insight, we are expanding this positioning to Fynapse as a Finance ERP - better reflecting both the needs of the market and the role

Fynapse can play as a finance-grade system of record and action.

In parallel, we are simplifying how we present the business and our range of products. Rather than describing multiple products

and use cases, we now lead with a clear, single proposition aligned to where the market is moving.

Financial Strength and Discipline

While the macroeconomic and geopolitical environment remains uncertain and has impacted the timing and progression of some

deals, we have continued to execute with discipline. Aptitude remains a very profitable and cash-generative business, providing

resilience in the current environment and a strong platform to invest and grow.

Market Evolution and Structural Shift

The market we operate in is undergoing rapid structural change, driven by advances in AI and increasing demand for real-time

financial insight.

Traditional ERP platforms remain important but are not AI-native and were not designed for real-time, event-driven finance.

Built around batch processing, periodic reporting and retrospective analysis, these systems are difficult to adapt to an AI-enabled

model without fundamental re-architecture.

At the other end of the market, newer entrants are building AI-native solutions but typically lack the scale, control and regulatory

credibility required by enterprise organisations. This is creating a clear gap for Fynapse, where organisations require both modern,

AI-ready architecture and enterprise-grade control.

Chief Executive Officerʼs Report

Emergence of the Finance ERP Market

We are seeing the emergence of a new market - Finance ERP - a modular, finance-focused layer that sits alongside existing

systems, enabling real-time, governed financial data and supporting AI-driven decision-making.

This is changing how finance operates. Teams can move from periodic reporting to continuous insight - improving in-period

visibility of profitability, cash and risk, and enabling outcomes such as real-time decision-making, reduced manual processes and

faster close cycles. Over time, this supports the evolution of finance from a reporting function to an active driver of business

performance.

At the same time, this is driving a separation between operational ERP systems and finance capabilities. Operational systems

continue to support areas such as HR, procurement and supply chain, while finance is increasingly implemented as a distinct layer

focused on financial data, control and decision-making.

Fynapse Differentiation and AI Defensibility and Leadership

We believe Aptitude is uniquely positioned to lead in this space. Our heritage in subledger, accounting hub and financial control

systems, combined with vertical specialisation, means Fynapse is built on proven foundations already embedded within complex,

regulated organisations. This allows us to extend an established position at the core of finance into a broader role as both the

system of record and system of action for finance.

This foundation of finance-grade, auditable data creates a strong point of defensibility, particularly in an AI context where outcomes

are only as reliable as the underlying data. This is especially important in complex, high-volume and regulated environments,

where accuracy, control and auditability are critical.

As AI evolves, including the emergence of agentic AI, its effective use in finance will depend on access to structured, governed data

and pre-configured, sector-specific capabilities - areas where we believe Fynapse is well positioned.

Market Validation and Customer Response

Importantly, we are seeing this reflected in the market. Despite being early in our go-to-market journey with Fynapse, customer

and partner feedback has been strong, and the product is resonating as organisations reassess their finance architecture.

This validation is now translating into measurable progress across the business, with improvements in pipeline quality, partner

engagement and commercial performance during 2025.

What is also becoming clear is a change in how organisations approach finance transformation. Rather than treating finance as

part of broader ERP replacement programmes, it is increasingly being addressed independently.

This is reflected in how solutions are being bought and deployed, with organisations prioritising targeted investment in finance

capabilities alongside existing systems.

This is particularly evident in financial services, where organisations are reassessing large-scale ERP transformation programmes

and increasingly prioritising more targeted approaches to modernising finance.

2025 Achievements: Driving Momentum

Building on this progress, we have continued to strengthen the business and build momentum across product, go-to-market and

partner execution. Key achievements include:

• Pipeline value increased c.65% year-on-year, with expansion in later-stage opportunities improving visibility into FY26.

• Partner-led execution strengthened, with 83% of pipeline connected to partners and Fynapse representing the majority of

FY26 opportunities.

• Growth driven by expansion and renewal across existing customers, including a large US telecommunications client and a

global insurance group, alongside new wins in healthcare insurance, payments and managed services.

• Implementation timelines reduced significantly, with deployments increasingly delivered in weeks rather than months or

years, accelerating time to value for customers.

These developments reflect a clear improvement in pipeline quality, progression of opportunities and alignment with partners.

Accelerating Strategic Focus

As we progress, we are taking clear action to simplify and focus the business. We are prioritising Fynapse as our core growth

engine and aligning our product portfolio accordingly. Mature and non-core products are being placed into maintenance, enabling

us to concentrate resource and investment on areas that will drive long-term value. At the same time we are maintaining a

disciplined approach to the cost base, driving efficiencies across the organization. This reflects the scale of the opportunity ahead

as AI reshapes the finance systems market. Maintaining a broad portfolio would dilute our ability to capture it.

By concentrating on Fynapse and the Finance ERP market, we are creating a clearer, more scalable and more efficient business.

Accelerating Fynapse: Strategic Review and Investment

Aptitude continues to operate with a strong focus on profitability and cash generation. This provides resilience in the current

environment and flexibility in how we invest.

However, given the scale of the Fynapse opportunity, the progress we have made, and the strength of feedback from customers

and partners, it is clear further investment is required to accelerate its development and commercialisation.

The Board has taken the decision to undertake a strategic review of the options available to Aptitude. In the current macroeconomic

environment, the Board believe it is appropriate to consider the full range of options to ensure we identify the best path forward

to support our strategy and long-term growth, whilst maximising value for shareholders, employees and other stakeholders.

Further details are set out in a separate announcement released alongside the Group’s FY25 results.

A High-Performance, AI-Enabled Organisation

We are building a high-performance organisation aligned around clear priorities, while increasingly leveraging AI to improve

productivity, reduce manual effort and accelerate delivery across the business.

This will enable us to operate more efficiently and scale without proportionate increases in cost, while strengthening our ability to

attract and retain high-quality talent aligned to an AI-led environment.

Outlook

Aptitude is entering a more focused and strategically aligned phase of its transformation. We have simplified our proposition,

strengthened our positioning and improved the quality of our pipeline and partner engagement. The market is evolving in a

direction that increasingly supports our strategy.

We remain mindful of ongoing macroeconomic and geopolitical conditions but continue to see underlying growth in demand for

modern, AI-native finance architecture.

As we move into the next phase, we are undertaking a strategic review to assess the options available to further accelerate our

strategy, with a particular focus on identifying the optimal path to scale Fynapse and maximise long-term value.

In 2026 and beyond, our priorities are clear:

• Define the future corporate strategy for the Group

• Scale Fynapse within the emerging Finance ERP market

• Deepen partner-led execution

• Maintain strong profitability and cash generation

• Invest selectively to accelerate growth

Alex Curran

Chief Executive Officer

7 April 2026

Financial Review

Revenue

Revenue for the year was £65.0 million (2024: £70.0 million). On a constant currency basis, revenue was approximately £65.0

million compared with £69.2 million in the prior year. The reduction primarily reflects lower levels of non-recurring implementation

activity as the Group continues to transition towards a more partner-led delivery model, while recurring revenues remained

broadly stable.

Recurring Revenues

Annual Recurring Revenue (‘ARR’) reduced by 1% on a constant currency basis in the year to £49.8 million at 31 December 2025

(31 December 2024: £50.3 million, restated for the prevailing exchange rate at 31 December 2025).

ARR is the key financial metric for the Group. Included within ARR are Aptitude’s annual licence fees and maintenance for its

on-premises clients, subscription fees for the Group’s SaaS clients and revenues from its Solution Management Service offering

(‘Aptitude Assure’), this offering contributed ARR at 31 December 2025 of £4.4 million (31 December 2024: £5.0 million).

Net Retention Rate in the year was 98% (2024: 99%), measured by the total value of on-going ARR at the year-end from clients

in place at the start of the year as a percentage of the opening ARR from those clients on a constant currency basis. The Group

continues to benefit from standard inflation-linked clauses in many of its contracts, although the level of indexation applied during

the year was lower than in the prior period, reflecting the inflation environment relative to the elevated levels experienced in

recent years.

Recurring revenues recognised in the income statement under IFRS decreased by 1% to £54.0 million (2024: £54.4 million).

Recurring revenue represented 83% of total Group revenue in 2025 (2024: 78%). Increasing the proportion of recurring revenues

are a strategic priority for the Group, alongside driving growth in ARR, as this enhances the visibility and quality of revenue and

supports the long-term expansion of operating margins.

Non-Recurring Revenue

Non-recurring revenue recognised in the year under IFRS 15 – Revenue from Contracts with Customers, comprising implementation

services, configuration activities and non-recurring software licence fees, totalled £11.0 million for the year ended 31 December

2025 (2024: £15.6 million), representing a 29% decrease year on year.

The reduction in non-recurring revenue is consistent with the Group’s strategic shift towards higher levels of partner-led

implementation activity and reflects shorter implementation cycles for Fynapse.

Research & Development Expenditure

Total expenditure on product management, research and development decreased by 25.4% to £13.2 million for the year ended

31 December 2025 (2024: £17.7 million). The reduction reflects a combination of organisational efficiencies following the

restructuring of the Product and Technology functions during 2025 and a continued focus on prioritising investment in the Group’s

highest value product initiatives, including those supporting the AI Autonomous Finance strategy.

Research and development investment continues to be actively managed to ensure an appropriate balance between product

innovation and overall return on investment across the Group’s product portfolio. Research and development costs represented

20.3% of Group revenue in 2025 (2024: 25.3%).

The Board has determined that none of the internally generated research and development expenditure incurred during the year

met the criteria for capitalisation under IAS 38 – Intangible Assets, and accordingly these costs have been expensed as incurred

through the income statement.

Operating Profit and Margins

Adjusted Operating Profit for the year ended 31 December 2025 was £10.0 million (2024: £9.9 million), in line with expectations.

Adjusted Operating Margin increased to 15.4% (2024: 14.1%), reflecting the Group’s improving revenue mix and continued focus

on disciplined cost management. Adjusted Operating Profit is presented before certain items which management considers non-

underlying in nature in order to provide a clearer view of the Group’s underlying operating performance.

Statutory operating profit, reported under IFRS, was £4.8 million (2024: £5.7 million).

The improvement in adjusted operating margin was supported by the continued progress of Fynapse, whose cloud-native

architecture is expected to further enhance the Group’s margin profile and long-term profitability.

Foreign Exchange

With 54% (2024: 50%) of the Group’s revenues generated from North American clients, the majority of which are invoiced in US

dollars and translated into sterling for reporting purposes, the Group’s reported financial results are exposed to movements in the

US dollar exchange rate.

Non-Underlying Items

Non-underlying items for the year totalled £5.2 million (2024: £4.2 million), comprising primarily £1.8 million of costs associated

with the restructuring of the Product and Technology functions (2024: £0.9 million), which relates to a specific programme and is

not expected to recur on an ongoing basis, and amortisation of acquired intangibles of £3.4 million (2024: £3.4 million).

Taxation

The total tax charge before adjusting for the impact of non-underlying and other sundry items of £1.9 million (2024: £1.5 million)

represents 19.7% of the Group’s profit before tax (2024: 15.1%).

Statutory Results

The Group reported a profit for the year attributable to equity shareholders of £4.0 million (2024: £5.0 million).

Earnings per Share

Adjusted Basic Earnings per Share decreased by 3.6% to 13.4 pence (2024: 13.9 pence) and Basic Earnings per Share decreased

17.0% to 7.3 pence (2024: 8.8 pence).

Dividend

A final ordinary dividend of 3.60 pence per share is proposed (2024: 3.60 pence), making a total ordinary dividend of 5.40 pence

per share for the year (2024: 5.40 pence).

Balance Sheet

The Group continues to have a strong balance sheet with net assets at 31 December 2025 of £54.2 million (2024: £57.9 million).

Cash at 31 December 2025 was £29.6 million (31 December 2024: £30.4 million) and net funds of £21.2 million (31 December

2024: £20.3 million). The Group continued to fund both the ordinary dividend of £3.0 million (2024: £3.1 million) and the share

buyback programme £5.1 million (2024: £4.0 million) in the year, providing enhanced returns to shareholders.

Trade receivables (net) at 31 December 2025 decreased to £6.6 million (2024: £12.1 million) of which £3.7 million (2024:

£6.8 million) were overdue for payment at the end of the year. Of these overdue balances £3.2 million has been collected at 13th

March 2026. DSO (debtor days) decreased to 34 at 31 December 2025 (2024: 55) as a result of improved collections at year-end

combined with a detailed focus on a small number of long-running disputes being settled prior to 31 December 2025. Deferred

income at 31 December 2025 decreased to £28.2 million (2024: £32.2 million), reflecting the recognition of revenue from prior

year invoicing outpacing new billings during the year.

Capital Allocation Policy

Aptitude aims to deliver high returns to shareholders through targeting sustainable profit growth and strong free cash flow. The

Group invests in developing its business driven by the opportunity with Fynapse, while maintaining robust liquidity to manage the

working capital cycle. Aptitude’s capital allocation priorities are as follows:

• Managing working capital – The priority of the Group is to maintain sufficient cash reserves to manage the annual working

capital cycle, while maintaining appropriate levels of net funds. A level of net cash not less than 1.5 x adjusted EBITDA is the

Group’s stated minimum.

• Investment for organic growth – The Group continues to invest in the organic growth of the business, including the need to

continue to invest in our people and technology and through capital expenditure where required.

• Maintenance of the Group’s dividend – The Group is committed to provide dividends to shareholders, and this remains

the preferred ongoing method to return cash to shareholders without impacting on the investment required to grow the

business.

Financial Review

• Enhanced returns to shareholders – As the Group continues to generate excess cash after the above priorities, the Group will

look to make enhanced returns to shareholders, including through the existing share buy back programme.

While the above framework is intended to guide decision making for the allocation of capital, the Board may choose to exercise

discretion in its application should there be a business requirement.

Section 172 Statement,

Engaging with our stakeholders

In accordance with section 172 of the Companies Act 2006 and the UK Corporate Governance Code 2024, the Board considers the

potential impact of its decisions on the Company’s key stakeholders and takes their views and interests into account when carrying

out their duties. The following sections form part of this statement and provide insight into the Board’s engagement with different

stakeholder groups, ensuring their interests are reflected in the Board’s decision-making process.

In performing their duties during the year, the Directors have had regard for the matters set out in Section 172(1) (a) to (f) of the

Companies Act 2006, namely to promote the success of the Company for its members as a whole and, in doing so, having regard

to, amongst other matters:

• the likely consequences of any decisions in the long term;

• the interests of employees;

• the need to foster business relationships with suppliers, customers and others;

• the impact of operations on the community and environment;

• the desirability of maintaining a reputation for high standards of business conduct; and

• the need to act fairly between members of the Group.

Workforce engagement

Our people are key to the long-term development of our business. Their engagement and motivation are vital to us fulfilling

our purpose, living our values, protecting our culture, and delivering our strategic objectives. The Board is fully committed to

ensuring that the opinions of employees across all countries and business areas are regularly sought and factored into its decision-

making process.

Paula Dowdy is the designated independent Non-Executive Director with responsibility for overseeing wider workforce

engagement, and employees can raise any concerns with her. The Board considers this the most effective method to ensure the

employee's voice is heard at the very top of the organisation.

The Group has implemented extensive measures to engage its employees. These engagement activities enable the Board to gather

opinions and ideas from the wider workforce, identify any communication gaps or common areas of concern, and address these

through the Group’s activities. In addition, the Board receives regular reports on employee matters from the SVP, People & Culture,

including information relating to employee satisfaction and engagement, recruitment, retention and training and development.

Our quarterly employee engagement surveys maintained an average response rate of 74% during the year.

During 2025, the Board engaged with the workforce through: onsite visits; all employee face-to- face engagement sessions; one-

to-one sessions with Senior Leadership Team members; presentations and reports from senior management at Board meetings;

and day-to-day engagement outside of these formal settings.

The objectives and key results (“OKR”) framework for the Group, which was introduced in 2023, has provided a clear basis for

communicating expectations and measuring individual, team, and organisational performance. Regular ‘All Hands’ communication

sessions are held to discuss progress against OKRs and other matters with all employees.

Shareholder engagement

The Board engages with institutional shareholders on the annual and interim results, as well as on significant matters relating to

strategy and governance via a combination of in-person meetings and video conference meetings. Updates are provided to the

Board on the views of the Group’s major investors, and these are factored into the Board’s decision-making process and when

providing market communication.

All shareholders are encouraged to submit questions prior to the Annual General Meeting and to lodge their votes ahead of the

meeting to ensure that these are counted. The Annual Report is sent to shareholders at least 21 clear working days before the

Annual General Meeting and each issue for consideration at the Annual General Meeting is proposed as a separate resolution. All

Directors generally attend the Annual General Meeting. At our 2025 Annual General Meeting, which was held on 28 May 2025, all

resolutions passed.

The Board ensures that the Group’s shareholders are treated equally and fairly, regardless of the size of their shareholding or their

status as a private or institutional shareholder. The Group provides clear and timely communications to all shareholders in their

chosen communication medium, as well as via the Group’s website and via the Regulatory News Service. All holders of Ordinary

Shares are eligible to receive dividend payments and to vote at general meetings of the Company.

Section 172 Statement,

Engaging with our stakeholders

Customer engagement

The Group is proactive in engaging directly with its customers to monitor and continually improve service delivery and customers

satisfaction. The Board receives monthly reports on client-related matters, including support ticket levels, service delivery and

client health reports, which enable it to identify any trends or any areas requiring specific oversight or investment.

Where concerns are raised by customers, the Group ensures that they are addressed swiftly and that proactive engagement

occurs to maintain high standards of service delivery.

The Group seeks direct engagement with customers through regular Customer Advisory Boards, which directly inform its product

development and innovation strategies. In addition, CFO forums for prospective and existing customers provide a platform for

wide-ranging discussions on pertinent issues. Feedback received from customers through these forums and through regular

day-to-day interaction with the Group’s customer-facing teams are used to inform the Board’s decision-making process during

the year. The Group’s Chief Customer Experience Officer directs the global services, support and success teams with overall

responsibility for the end-to-end customer life cycle, tightening of customer health processes, and targeted product investment.

Strategic partner engagement

The Group works with a range of leading organisations to deliver long-term value to its customers, including advisory, consulting,

integration and technology providers that bring complementary services and solutions to its customer base. The Group engages

with its partners through regular product and thought leadership briefings, as well as a comprehensive sales and delivery

enablement programme. The Board actively encourages feedback from the Group’s partner firms on the quality of its services and

products to support continuous improvement.

Supplier engagement

The Group engages closely with its suppliers and has internal procedures to ensure that appropriate due diligence is undertaken.

Suppliers are selected based on their ability to meet the Group’s own high standards and to demonstrate values that are consistent

with those of the Group. Regular engagement takes place with key suppliers, monitoring their performance against contractual

obligations, and providing regular feedback to foster and support long-term relationships for the benefit of the Group. Should

delivery standards not meet the Group’s expectations, proactive steps are taken to communicate and address these issues directly

with the supplier, ensuring there is no detrimental impact upon the Group’s activities.

Engagement with the wider community

The Board ensures ethical and responsible decision making by taking into consideration the wider society beyond the organisation.

The Group is committed to contributing towards the communities in which it operates.

The Group operates a charitable donation scheme whereby it will match the funds raised by employees for specific charities

up to £500 (or local equivalent) per event. The Group also supports and organises regular activities to increase awareness and

raise funds for its chosen charities. These activities are coordinated by regional social committees, and employees are actively

encouraged to participate.

The environment

As a provider of software solutions, the Group’s operations have a relatively limited impact on the environment. However, the

Board is committed to implementing measures that will result in incremental improvements to the Group’s environmental impact,

where appropriate.

The Group‘s full carbon footprint is contained in the Responsible Business Report on pages 16 to 18.

Maintaining a reputation for high standards of business conduct

The Board recognises that the continued growth and success of the Group is dependent upon maintaining high standards of

business conduct. These standards underpin the Group’s ability to:

• successfully compete within the market, to attract and retain clients and to service these clients to a high standard;

• attract and retain high quality employees;

• attract investors and to meet their expectations of good governance and sound business conduct; and

• comply with the Group’s legal and regulatory obligations, and meet the expectations of relevant regulatory bodies.

This awareness underpins the Group’s strategy and is evident throughout the Board’s decision-making process. Further information

on Aptitude’s ethical approach is contained in the Responsible Business report on page 14 to 16.

Non-Financial Reporting

Non-Financial Reporting requirements

Our reporting is compliant with the Non-Financial Reporting requirements contained in sections 414CA and 414CB of the

Companies Act 2006. The table below, and the information it refers to, is intended to help stakeholders understand our position

on key non-financial matters. This is in addition to the reporting we already do under the Carbon Disclosure Project (CDP).

Where to find further information Relevant Policies Page

Environmental matters Responsible Business

Task Force on Climate-related Financial

Disclosures

Principal Risks

Environmental 16 to 23

Employees Responsible Business Diversity

Principal Risks

Health & Safety

Code of Ethics

Social matters Engaging with our stakeholders Charitable Donations 12

Human rights Responsible Business

Modern Slavery Statement (see

aptitudesoftware.com)

Modern Slavery Statement

Human Rights

Anti-bribery and

corruption

Audit Committee Report Anti–bribery and Corruption

Whistleblowing

Responsible Business Report

Our People

Aptitude recognises that it has an important role in creating value for all its stakeholders,

including employees, customers, and shareholders. Operating responsibly is a key factor

in driving this value creation over the longer term. All members of the Board, together

with senior management and the Company Secretary, take an active role in shaping and

monitoring the Group’s environmental, social and governance (“ESG”) activities.

Culture and Values

The Group’s core purpose is to provide software solutions that deliver fully autonomous

finance to enable its customers to drive growth, efficiency, and sustainability. This

purpose is at the heart of the Group’s strategy, vision, mission and corporate values,

and is clearly articulated throughout the business. During 2025, we maintained our

commitment to fostering a high-performance culture and a diverse and motivated

workforce to enable the execution of our strategy. Our efforts were concentrated on

managing overall performance, reducing attrition rates, and establishing a ‘reward

for performance’ system. Our key attitudes which underpin this culture, namely ‘win

together’, ‘embrace challenge’, ‘own it’ and ‘client & partner driven’ continue to be

embedded in our objectives and key results (“OKRs”) at all levels and feature in the

Group’s employee reward and recognition processes.

Equality, Diversity and Inclusion (“EDI”)

The Group is strongly committed to encouraging equality, diversity and inclusion among

our workforce, and eliminating discrimination. Our people are champions of creating a

culture of belonging, support and trust, and we work with others who are aligned with

these values.

We aim for our teams to be truly representative of all sections of society and to ensure

that our clients, partners and employees feel they belong, and that they are respected.

We have a zero-tolerance approach against intentional discrimination by anyone at

Aptitude. We also expect the same approach from our customers, partners, suppliers,

and in our communities.

We believe that everyone has a voice at Aptitude and together our diverse voices fuel

the very best innovation that is celebrated and admired by others. Creating a culture of

belonging, support and trust positively impacts everyone at Aptitude, and we work with

clients and partners who share the same values.

Equality, Diversity and Inclusion matter to the Group because it enables us to:

• better understand and meet the needs of our customers, placing us ahead of the

competition;

• attract and retain the very best people, supporting them to flourish and fully

contribute at work; and

• build on different perspectives and experiences to continuously improve and excel

at what we do.

The Group’s EDI policy remains consistent with the requirements of the Universal

Declaration on Human Rights and the spirit of the International Labour Organisation’s

core labour standards.

Across the overall business 27% of our workforce (83 employees) identified as women,

69% (212 employees) identified as men, and 4% (11 employees) preferred not to self-

describe. We recognise that the software industry traditionally attracts more male

than female employees; therefore, a continuing focus going forward will be to look at

opportunities to highlight Aptitude, and the software industry as a whole, as an attractive

career choice for women. We are keen supporters of the Women in Tech initiative. The

diversity of the Board and Senior Leadership Team can be found on page 14.

Employees

Female

306

Total

212

Male

Prefer

not to say

Female

Total

Male

Prefer

not to say

Senior Leadership Team

Female

Total

Male

Prefer

not to say

Board

Gender Ratios

1. Data as at 31 December 2025

The People and Culture function drives initiatives to promote the importance of diversity

and inclusion across the Group. During 2025 we focused on initiatives around celebrating

women leaders in the organisation. These initiatives included hosting Women in Leadership

forums, which are designed to support women and increase their presence in leadership

roles within Aptitude, and Pride Tribes, which allow small groups of women to come

together regularly for peer-to-peer mentorship.

In 2026, further activities are planned to celebrate women leaders within the Group.

We plan to continue our efforts to increase representation and further embed inclusive

behaviours into our ways of working. As part of our plan, our ambition is to further break

down barriers to entry and progression. Through increased focus on career development

paths, transparent leadership development frameworks, and education, we can ensure our

employees have a sense of belonging and can bring their whole selves to the workplace.

We give our employees opportunities to grow and contribute, allowing us to strengthen the

talent pipeline into leadership positions which will ensure our long-term sustainable growth.

Gender pay gap reporting

As the Group has fewer than 250 employees in the United Kingdom, it is not required to

publish a gender pay gap report. However, the Group has internal processes to ensure that

salary levels and salary increases are fair and comparable for male and female employees

in equivalent roles. These processes are overseen by the Executive Directors for the wider

workforce, and by the Remuneration Committee for senior management.

The Group’s 2025 gender pay gap analysis showed the Group’s gender pay gap across the

Group’s main countries of operation to be in line with and, in some cases, better than its

peer group. The Board does not feel that voluntary publication of the Group’s gender pay

gap will provide meaningful disclosure.

Broader diversity

The Group is committed to understanding the diversity of its workforce beyond gender

representation. Aptitude must adhere to regional requirements in terms of how this data

is collected and used, and this includes obtaining express permissions from employees in

certain countries. The regional distribution of the Group’s employees as at 31 December

2025 was as follows: Poland 50%; United Kingdom 29%; North America 12%; other

regions 9%.

Employee Health and Wellbeing

At Aptitude we strive to reduce stigma related to mental wellbeing. During 2025 we

continued to focus on employees’ mental health. Everyone at Aptitude has access to our

Employee Assistance Program, with broad access to psychologists and other specialists.

We continued to collaborate with a specialist neuropsychologist, focusing on everyone’s

personal superpowers, which can help manage anxiety and stress. We also promoted

open communication with leaders and restructured our People Partners system to ensure

every employee knows who their designated People Partner is.

We know that our people thrive when they feel empowered. We recognise that flexibility

means different things to different people and have taken a progressive and inclusive

approach to flexible working. However, we also recognise the importance of interaction

and collaboration and have designed our office spaces accordingly.

Engagement with Suppliers, Customers and other Business Partners

The Group proactively engages with its suppliers, customers, and other business partners

on a regular basis, to ensure that relationships function effectively and support the long-

term success of the Group. Details of how the Group undertakes this engagement can be

found in the Section 172 statement on pages 11 to 12.

SingaporeCanadaAustralia

USAUnited Kingdom

12%

50%

29%

Poland

Nationality

Responsible Business Report

Business Ethics

At Aptitude, we have well-established processes to drive ethical business behaviours across the organisation and in our interactions

with all our stakeholders. This includes a suite of policies to support strong ethical behaviour in our conduct with each other, our

customers, and all of our stakeholders.

Aptitude considers that paying tax is part of our corporate responsibility, and our contribution in taxes is one of the ways in which

we help to build and sustain the economy. Aptitude’s tax affairs are overseen by the Audit Committee and monitored by the

Board. The Group is committed to ensuring that it pays the appropriate level of taxes, in line with the generation of economic

value, in all regions in which it operates. The Group has robust oversight processes on taxation, working with its advisors to ensure

responsible compliance with all applicable laws and regulations.

The Group’s 2025 Modern Slavery and Human Trafficking statement is published on the Group’s website

www.aptitudesoftware.com.

Energy and Carbon Reporting

The Group is committed to monitoring and reducing its emissions year-on-year and is aware of its reporting obligations under The

Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

2025 performance

The Group calculates its environmental impact across scope 1, 2 and 3 emissions sources. Emissions are presented on both a

location and market basis. On a location basis our scope 1 and 2 emissions are 63 tCO

e (2024: 123 tCO

e), with electricity usage

and district heating and cooling both falling year-on-year. Scope 3 emissions are 2,978 tCO

e (2024: 3,535 tCO

e), a 16% decrease

year-on-year, largely down to a decrease in emissions associated with Purchased Goods and Services during the year. The Group

calculates and tracks emission intensity metrics (scope 1 and 2 Location Based) on a revenue basis. Emissions of 1.0t CO

e per

£1,000,000 turnover are reported for 2025.

2025 reporting methodology

This section has been prepared for the reporting period of 1 January 2025 to 31 December 2025 using the reporting period of

January 2024 to December 2024 for comparison, as well as including the GHG emissions from 2019-2024 as a point of reference.

The Group has defined its organisational boundary using an operational control approach. The Group’s figures include all sites.

For transparency purposes, we were unable to obtain verifiable energy usage data from our offices in Sydney and Toronto have

therefore had to use estimated figures. Our Singapore office shut in 2024.

GHG emissions have been calculated from business activities in accordance with the principles and requirements of the World

Resources Institute (WRI) GHG Protocol: A Corporate Accounting and Reporting Standard (revised version) and Environmental

Reporting Guidelines: Including Streamlined Energy and Carbon Reporting requirements (March 2019). We are reporting our scope

3 emissions for the third time, having completed our first assessment in 2023, with guidance from the GHG Protocol Corporate

Value Chain (Scope 3) Accounting and Reporting Standard and the GHG Protocol Technical Guidance for Calculating Scope 3

Emissions, as required. In line with the Greenhouse Gas Protocol, we continue to review our reporting in light of any changes in

business structure, calculation methodology and the accuracy or availability of data. Scope 3 emissions have been calculated using

a hybrid approach with both the average data method and spend data method employed. Emissions have been calculated using

the appropriate conversion factors (e.g. DEFRA 2025 and IEA 2025).

Emissions and energy usage from 2019 to 2025

Global emissions tCO

Emissions source 2019 2020 2021 2022 2023 2024

2025

Group

YOY

Natural gas 53 33 31 29 80 1 2 59%

Company cars² 2 2 2 – – – – –

Refrigerant 21 3 – – – 10 10 –

Total Scope 1 76 38 33 29 80 11 12 7%

Electricity (Location based) 444 321 252 131 83 59 46 -23%

Electricity (Market based) 568 366 306 178 115 85 68 -20%

District heating and cooling

(Location based)

– – – – – 53 5 -91%

District heating and cooling

(Market based)

– – – – – 53 5 -91%

Total Scope 1 + 2 Location based 520 359 285 160 163 123 63 -49%

Total Scope 1 + 2 Market based 644 404 339 207 195 149 85 -47%

Total Scope 3 3,227 3,017

3,535 2,978 -16%

Total Scope 1, 2 + 3 Location

based

3,387 3,180

3,658 3,041 -17%

Total Scope 1, 2 + 3 Market based 3,434 3,212

3,685 3,063 -17%

Intensity metric, £m turnover 57.3 59.3 74.4 74.7 70 65% -7%

Normaliser, tCO

e per £m

turnover

6.3 4.8 2.1 2.2 1.8 1.0 -44%

Total Energy Usage (kWh)⁴ 676,626 416,628 615,680 457,402 179,365 -61%

2024 – 2025 Scope 1 and 2 emissions and energy usage comparison

Global Scope 1 and 2 emissions tCO

Emissions source FY 2024 FY 2025

UK Global ex UK UK Global ex UK UK YOY

Global ex UK

YOY Group YOY

Natural gas 1 – 2 – 59% – 59%

Company cars

– – – – – – –

Refrigerant

10 – 10 – – – –

Total Scope 1 11 – 12 – 7% – 7%

Electricity (Location based) 12 48 12 34 1% -28% -23%

Electricity (Market based) 22 63 20 48 -8% -25% -20%

District heating (Location based) – 53 – 5 – -91% -91%

District heating (Market based) – 53 – 5 – -91% -91%

Total Scope 1 + 2 Location based 23 101 24 39 4% -61% -49%

Total Scope 1 + 2 Market based 33 116 32 53 -3% -55% -43%

Total Energy Usage (kWh)

64,010 393,392 78,459 100,905 23% -74% -61%

1 These figures are in CO

e including GHGs in addition to carbon dioxide and are partially based on the country-specific CO

emission factors developed by the International Energy

Agency, © OECD/IEA 2024 but the resulting work has been prepared by Aptitude and does not necessarily reflect the views of the International Energy Agency.

2 During 2025 the Group had no company cars in use.

3 2024 numbers have been restated due to improved data collection and quality.

4 Energy reporting includes kWh from Scope 1 and Scope 2, converting units of measure into kWh if required.

5 Restated – see note in 2024 annual report.

Responsible Business Report

Scope 3 Emissions

Our evaluation confirmed that our value chain emissions are significantly greater than our operational carbon footprint, with our

scope 3 emissions accounting for 97% of our total emissions (96% 2024). The calculation of emissions for our key scope 3 sources

is:

• Business travel – using the distance travelled and mode of travel we calculate the emissions associated with our business

travel. Emissions factors from DEFRA 2025 were used.

• Purchased goods and services – we used purchased data on the amount of spend of services purchased by the company.

EEIO factors were applied to financial spend categories using a spend-based analysis. We included primary data from our

supplier on our key data centres when they were available, e.g. AWS and Azure.

Scope 3 Emissions tCO

Category Status 2024

2025 Group YOY

1. Purchased goods and services Relevant, calculated 1,560 1,109 -29%

2. Capital goods Relevant, calculated 206 101 -51%

3. Fuel-and-energy-related activities (not included in Scope 1 or 2) Relevant, calculated 29 15 -49%

4. Upstream transportation and distribution Not applicable – – –

5. Waste Generated in Operations Immaterial – – –

6. Business Travel Relevant, calculated 1,472 1,549 5%

7. Employee Commuting Relevant, calculated 268 203 -24%

8. Upstream Leased Assets Not applicable – – –

Total upstream Scope 3 3,535 2,977 -16%

9. Downstream Transportation and Distribution Not applicable – – -

10. Processing of Sold Products Not applicable – – –

11. Use of Sold Products Not applicable – – –

12. End-of-Life Treatment of Sold Products Not applicable – – –

13. Downstream Leased Assets Not applicable – – –

14. Franchises Not applicable – – –

15. Investments Not applicable – – –

Total Downstream Scope 3 – – –

Total Scope 3 3,535 2,977 -16%

3 2024 numbers have been restated due to improved data collection and quality.

Audit Committee Report

Committee Membership Member Since Scheduled Meetings Attended

Sara Dickinson (Chair) 1 October 2021, becoming Chair on 1 April

2022

3/3

Barbara Moorhouse

1 April 2017 (Served as Chair until 1 April 2022) 1/1

Paula Dowdy 28 May 2025 2/2

1 Barbara Moorhouse stepped down from the Board on 28 May 2025

Sara Dickinson, Chair (the “Chair”) of the Audit Committee (the “Committee”), has recent and relevant financial experience through

her current role as Chief Financial Officer of a significant global business. The other member of the Committee is Paula Dowdy.

The Committee as a whole has competence relevant to the business, and the qualifications and experience of both Committee

members can be found within their biographies on pages 29 to 30. In accordance with the recommendations of the 2024 Code,

Ivan Martin, Chairman of the Board, is not a member of the Audit Committee, but he does attend meetings as an observer. Other

regular attendees are the CEO and representatives from RSM, as external auditors. The Committee also met with RSM, without

management being present, and the Chair engaged regularly with the lead audit partner.

Main Responsibilities of the Committee

The Audit Committee reports to the Board on how it has discharged its responsibilities. It meets at least three times a year, and

its main responsibilities are to:

• ensure the integrity of the Company’s financial reporting to shareholders and any announcements relating to the Group’s

financial performance;

• ensure financial statements comply with UK statutory and regulatory requirements;

• review the content of the Annual Report and advise the Board on whether, taken as a whole, it is fair, balanced and

understandable and provides the information necessary for shareholders to assess the Company’s performance, business

model and strategy;

• monitor the effectiveness of internal controls and risk management in compliance with the 2024 Code;

• agree internal audit plans and consider their outcomes;

• on behalf of the Board, carry out a robust assessment of the principal and emerging risks facing the Group;

• ensure the effectiveness of the external audit function, agree the scope of the audits, the auditors’ fees and the terms of their

engagement; and

• oversee climate-change reporting.

The Committee’s terms of reference, which are reviewed annually, can be found on the Company’s website

www.aptitudesoftware.com.

Audit Committee Report

Dear Shareholder

I am pleased to present this report, which provides an overview of the areas of focus for the Committee during the year, as well

as its key activities and the framework within which it operates.

Areas of focus

Set out below are some of the key matters addressed by the Committee during 2025:

• reviewed the 2024 Annual Report, determined that it was fair, balanced and understandable, and recommended it for

approval by the Board;

• monitored the integrity of the financial statements of the Group and financial announcements released during 2025;

• carried out an assessment of the principal and climate-related risks to determine that they remained appropriate;

• considered need for an internal audit function and concluded that none were necessary in the year under review;

• oversaw work to ensure that the Group will be able to comply with Provision 29 of the 2024 Code;

• reviewed the calculations to determine the Company’s overall carbon footprint and considered appropriate decarbonisation

steps to be taken. Further information on this work is contained in the Responsible Business Report on pages 14 to 16; and

• assessed the performance and independence of RSM as external auditors and recommended to the Board that the

reappointment of RSM be put to a shareholders’ vote at the 2026 AGM.

In addition to the Committee’s responsibilities as set out in its terms of reference, the Committee’s focus for 2026 will be:

• monitoring and reviewing the effectiveness of material controls;

• raising focus on fraud risks and awareness;

• conducting a periodic review of our approach to assessing our principal risks;

• supporting new employees in key roles within the Finance function; and

• considering the findings from internal audits which may be undertaken.

Internal Control

The Group maintains an ongoing process in respect of monitoring internal controls to safeguard shareholders’ investments and

the Group’s assets and to facilitate the effective and efficient operation of the Group.

These processes enable the Group to respond appropriately (in accordance with the 2024 Code), and in a timely fashion, to

significant business, operational, financial, compliance and other risks, which may otherwise prevent the achievement of the

Group’s objectives.

The Group recognises that it operates in a competitive market which can be affected by factors and events outside its control.

Details of the principal risks identified by the Group are set out in the table on pages 24 to 26. The Group is committed to

mitigating risks wherever possible and reviews actual and potential risks on an ongoing basis. The Board considers that a system

of internal controls, rigorously applied and monitored, is an essential tool in mitigating risks.

The key elements of the Group’s internal control framework, which have been effective during 2025 and up to the date of approval

of these financial statements, are:

• the existence of a clear organisational structure with defined lines of responsibility and delegation of authority from the

Board to its Executive Director and the operating business;

• a procedure for the regular review of business issues and risks by the Executive Director and Senior Leadership Team;

• a planning and management reporting system operated by the operating business and overseen by the Executive Director

and the Senior Leadership Team; and

• the establishment and maintenance of prudent operating and financial policies.

The Directors have overall responsibility for establishing financial and other reporting procedures to provide them with a

reasonable basis on which to make accurate and timely judgements regarding the financial position and prospects of the Group

and have responsibility for establishing the Group’s systems of internal control and for monitoring their effectiveness.

The Group’s systems are designed to provide Directors with reasonable assurance that physical and financial assets are safeguarded,

liabilities are recorded accurately and completely, transactions are authorised and properly recorded, and material errors and

irregularities are either prevented or detected with minimum delay. However, systems of internal financial control can provide

only reasonable and not absolute assurance against material misstatement or loss.

The key features of the systems of internal financial control include:

• the financial planning process, with an annual financial plan approved by the Board. Business performance and expected

outturn is regularly monitored and updated, which provides the basis for regular updates to the Group’s rolling forecast;

• the monthly comparison of actual results against plan and prior periods;

• written procedures detailing operational and financial internal control policies. These policies are reviewed and updated

where appropriate, on a regular basis;

• regular reporting to the Committee and Board on tax, treasury and legal matters;

• defined investment control guidelines and procedures; and

• periodic reviews by the Committee of the Group’s systems and procedures.

Most of the Group’s financial and management information is processed and stored on computer systems. The Group is dependent

on systems that require sophisticated computer networks. The Group has established controls and procedures over the security of

data held on such systems, including business continuity arrangements.

Controls in respect of financial reporting and the production of consolidated financial statements are well established. Group

accounting policies are consistently applied and reviewed, and reconciliation controls operate effectively. Standard reporting

packages are used by all Group entities to ensure consistent and accurate information is available for the production of the

consolidated financial statements. The Committee has also carried out a review of enhancements to our framework of internal

controls to ensure compliance with the incoming Provision 29 of the 2024 Code.

On behalf of the Board, the Audit Committee has also reviewed the key risks facing the Group, and the operation and effectiveness

of its framework of internal control for the year ended 31 December 2025 and up to the date of approval of this Annual Report.

Significant Judgements

The significant judgements considered by the Audit Committee in its review of the 2025 financial statements are set out below.

Revenue Recognition

Embedded within the Group’s policy on revenue recognition are a number of areas in which management assumptions and

estimates are necessary.

These principally comprise:

• the assessment on inception of each contract of whether ongoing contractual obligations, charged as software maintenance,

represent a separately distinct performance obligation and promise from the licence;

• the determination of whether these revenues should be recognised over time and the period across which revenue recognition

should take place;

• the assessment of development activity, determined as being the most reasonable measure of recognising software revenue,

being consistent across the period;

• the evaluation by management on a contract-by-contract basis of where revenue should be limited to the amount of any

amount invoiced and paid. This is relevant where the product has not yet been deployed into a live client environment and

sufficient challenges exist that would cast doubt over future economic benefits being realised by the Group;

• whether the entry into annual renewal periods represents a new contract; and

• the evaluation of whether implementation services represent a distinct performance obligation and promise from the licence.

Audit Committee Report

In undertaking their review, the Audit Committee receives both an overview of significant contracts entered into during the course

of the year, along with a sample of other contracts entered into prior to 2025 which provides the opportunity to discuss the impact

and application of each of these assumptions and estimates on the contracts selected. The Audit Committee carefully considered

and discussed with the external auditors the revenue recognition on these contracts and concluded that they are satisfied with

the accounting treatment adopted in preparing the 2025 financial statements.

As part of the Audit Committee’s normal activities, the Committee was provided with an overview of significant balances, including

deferred income, together with the movement on those balances since the previous year's end.

The Committee concluded that the recognition of revenue continues to be in line with the Group’s accounting policy on revenue

recognition.

Annual Goodwill Impairment Review

Goodwill is a material asset on the Group’s balance sheet, and it is the Group’s policy to test the asset annually for impairment. The

judgements in relation to goodwill impairment testing relate to the assumptions applied in calculating the value in use of the assets

in the Aptitude business. The key assumptions applied in the calculation relate to the future performance expectations of the

business. The Audit Committee received a presentation on the outcome of the impairment review, including future performance

expectations, performed by senior management. The Audit Committee concluded that the asset was not materially misstated and

there was no requirement to write down the carrying value of goodwill as at 31 December 2025.

Development Costs

As the Group continues to develop its product suite, it incurs a significant level of associated costs which totalled £13.2 million

in 2025. A key area of judgment in respect of development costs is whether any of these meet the criteria set out in IAS 38 for

capitalisation.

The Audit Committee received a presentation from management outlining the review performed on all development costs

incurred during the year under review, against the relevant criteria, and concluded that no capitalisation was required.

Tax

The Group operates in a number of countries which increases the complexity of the Group’s tax affairs. Senior management

provides regular updates of the Group’s tax status to the Board and Audit Committee for consideration. The Group continues to

assess the risk that some elements of its supplies in certain USA states would have been subject to sales tax in previous periods as

a result of recent changes in the interpretation and application of sales tax regulations in the USA. The business continues to work

with its external advisors to ensure it applies sales tax to any new contracts in the USA where required. In all other aspects, the

Audit Committee is currently satisfied with the tax position of the Group.

Accounting Standards

There have not been any new accounting standards effective during the year which had any significant impact on the Group’s

accounting policies and disclosures in these financial statements. The Audit Committee continues to monitor the application of

relevant accounting standards to the Group, including standards which are not yet effective, engaging with the external auditors

on this subject as appropriate. Most of the new standards, amendments and interpretations, which are effective for periods

beginning after 1 January 2026 and which have not been adopted early, are not expected to have a significant effect on the

consolidated financial statements of the Group. The effect of IFRS 18, which has an effective date of 1 January 2027 will be

considered by the Committee in 2026.

Internal Audit

The Audit Committee, with engagement from the wider Board and senior management, determines those areas of focus which

require specific internal audit review. Specialist external organisations, which have appropriate independence and wider industry

knowledge, are engaged where necessary to perform internal audit reviews. The results of all internal audit work undertaken are

presented to the Audit Committee.

The Committee has been satisfied with the processes for identifying areas for assurance review and addressing findings arising

from internal audits. With the Board’s support, the Committee maintains that a separate internal audit function would be less

efficient than current arrangements.

External Auditor

RSM were appointed external auditor and Graham Ricketts was appointed external audit partner on 17 September 2021. External

audit partners are rotated every five years in accordance with Auditing Practices Board standards (seven years for subsidiary

companies). The Committee intends to comply fully with the FRC Guidance on External Auditors and carry out an audit tender

at least every ten years and mandatory rotation at least every 20 years. The Audit Committee meets at least annually with the

Group’s external auditor without the other Directors present. The external auditor has unrestricted access to the Audit Committee.

To fulfil its responsibility regarding the effectiveness of the external Auditor and oversight of the audit process, principal procedures

carried out by the Committee include:

• review of the relevant skills and experience of the audit partner and team;

• review of the Auditor’s planning report detailing scope of the audit, materiality and identification of areas of audit risk;

• consideration of formal reports from the Auditor about the audit process, including issues which arose during the audit, and

their resolution, plus key accounting issues and judgements; and

• consideration of recommendations made by the Auditor in their management letters and the adequacy of management’s

response.

Based upon its reviews, the Committee has recommended the reappointment of RSM as an external auditor to the Board.

Non-audit services

The Audit Committee and the Board keep the external auditor’s independence under close scrutiny. The Group also receives a

formal statement of independence and objectivity from external auditors each year. A policy is in place that governs the provision

of non-audit services provided by RSM, setting out those services that are permissible, and the process to be followed to obtain

approval for such services. All such services must be approved. The policy is regularly reviewed by the Committee. The Committee

monitors compliance with the policy and the monetary cap on non-audit fees. The external auditor did not provide any non-audit

services in 2025, or during the prior year.

Anti Bribery & Corruption

Aptitude is committed to ensuring adherence to the highest legal and ethical standards and is committed to upholding all laws

relevant to countering bribery and corruption in all the jurisdictions in which we operate.

Managers are also responsible for the effective operation of the policy and actively monitor the procedures and processes put in

place by Aptitude.

All employees must:

• observe their contractual duty to disclose to Aptitude any ‘out of work interests‘; and

• assist Aptitude in identifying and preventing corrupt activities, be vigilant and report any suspicious activity or any instances

of bribery or attempted bribery (whether affecting themselves, another employee or an external contractor or consultant)

immediately to the SVP, People & Culture.

Acts of bribery and corruption, or failure by any of Aptitude’s employees to report suspected acts of bribery or corruption, are

disciplinary offences and will be dealt with under Aptitude’s disciplinary procedure. Serious offences may be regarded as gross

misconduct which could result in immediate dismissal.

Audit Committee Report

Whistleblowing policy

The whistleblowing policy enables workers (including employees and other individuals performing functions for Aptitude, such as

agency workers and contractors) to voice any concerns in a responsible and effective manner. The policy states that if a worker

discovers information which they believe shows serious malpractice or wrongdoing within the organisation then this information

should be disclosed internally without fear of reprisal. A dedicated email address is provided for any whistleblowing concerns

to be raised, which will be sent to an independent non-executive Board member. All matters will be treated with the strictest

confidence, and the worker’s identity will not be disclosed without their prior consent. The worker’s concerns will be considered

and further investigation is undertaken as necessary. If during the investigation it is deemed necessary for the identity of the

worker to be disclosed, their consent will be sought. The matter will then be reported to the Board in order that appropriate action

can be taken. On conclusion of any investigation, as far as appropriate, the worker may be informed of the outcome and what

action, if any, the Board has taken or proposes to take.

Audit Committee evaluation

During the year, as part of the review of Board effectiveness overseen by the Nomination Committee, the Committee carried out

an evaluation of its effectiveness and concluded that it continued to carry out its role effectively.

Communication from the Financial Reporting Council

During the year, the Chairman of the Board received a letter from the Financial Reporting Council (FRC) stating that the 2024

Annual Report and Accounts had been the subject of a limited scope review by its Corporate Reporting Review team, as part

of its thematic review of smaller listed company reporting. We were pleased to learn that, following its review, the FRC had no

questions or queries to raise with the Company.

The FRC did make some observations that it believed could enhance existing disclosures, and these have been considered by the

Committee and management as part of the preparation of the 2025 Annual Report and Accounts. We note that the FRC:

• review was based solely on the 2024 Annual Report and Accounts and did not benefit from detailed knowledge of our

business, or an understanding of the group’s underlying transaction; and

• the letter provides no assurance that the 2024 Annual Report and Accounts were correct in all material respects, and the FRC

accepts no liability for reliance on the letter by the Company or any third party.

Sara Dickinson

Chair, Audit Committee

Fair, balanced and understandable

In line with the Committee’s responsibility for ensuring there are robust financial reporting procedures and internal controls

in place, and the UK Corporate Governance Code requirement for the Committee to advise the Board in relation to the annual

report and accounts, in particular whether, taken as a whole, it is fair, balanced and understandable, the Committee undertook

an assessment of the Group’s Annual Report and Financial Statements 2025. After completion of the review, the Committee

was satisfied that:

• taken as a whole, the Group’s Annual Report and Financial Statements 2025, are fair, balanced and understandable;

• the report accurately reflected the information shareholders would require in order to assess the Group’s position and

performance, business model and strategy; and

• the use of alternative performance measures contained in the report assists in presenting a fair review of the Group’s

business.

Directors’ Remuneration Report

Committee Membership

Member Since Scheduled Meetings Attended

Paula Dowdy (Chair) 28 May 2025, becoming Chair on 28 May 2025 4/4

Barbara Moorhouse

1 April 2017 (Served as Chair until 28 May

2025)

3/3

Ivan Martin 1 January 2016 7/7

Sara Dickinson 1 October 2021 7/7

1 Barabara Moorhouse stepped down from the Board and Chair of the Remuneration Committee on 28 May 2025

Only Committee members have the right to attend Committee meetings, though other individuals such as the Executive Director,

senior management (except when their own remuneration is being discussed) and external advisors may be invited to attend

meetings as and when appropriate.

Dear Shareholder

On behalf of the Remuneration Committee of the Company, I am pleased to present our 2025 Remuneration Report. This report

provides insight into the decisions the Remuneration Committee (“Committee”) has taken in determining the remuneration

outcomes for the Executive Directors, our Senior Leadership Team and the wider workforce. It also provides an updated summary

of the Directors’ Remuneration Policy (“Policy”) that will be voted on by shareholders at our 2026 AGM and how the Committee

proposes to implement that Policy in 2026. The Committee’s primary function is to ensure that the delivery of the Company’s

Strategy is supported by the Policy and that remuneration decisions are taken in accordance with the Policy to reflect the needs of

the Company and its stakeholders. The Committee’s full terms of reference provide further details of the roles and responsibilities

of the Committee and are available on the Company’s website aptitudesoftware.com. During the year, the Committee held seven

scheduled meetings, plus a number of additional ad hoc meetings for the purpose of discussing and approving specific matters. The

work of the Committee has included the monitoring of performance versus targets set for the Management Bonus Scheme and

for awards made under the Performance Share Plan to determine outcomes; setting the personal and financial objectives for the

2025 Annual Bonus Plan; reviewing the workforce remuneration arrangements; approving the 2025 salary increases implemented

across the business; and approving remuneration arrangements for members of the Senior Leadership Team.

In 2025, the Committee continued to support the implementation of the Company’s strategy and supported the more deeply

embedded company-wide objective setting framework. This was to support the focus on driving a high-performing, accountable

and strategically aligned organisation under Alex Curran’s leadership. Remuneration structures were reviewed to ensure they

differentiate performance appropriately and support the attraction and retention of key talent during this year of transformation.

There has been a strong focus on data-driven assessment of performance, engagement and organisational health, informing

balanced and evidence-based decisions.

The Committee also maintained oversight of the costs associated with organisational restructuring and ensured that related

processes were fair and balanced across different legal jurisdictions globally while supporting the delivery of required efficiencies.

Finally, the Committee has reviewed whether the existing remuneration arrangements, as set out in our current Policy, continue

to support the Company’s strategy and are consistent with shareholder expectations. Small adjustments were made to simplify

the policy.

Paula Dowdy

Chair of the Remuneration Committee

Directors’ Remuneration Report

Performance for the year under review

2025 was a year of continuing evolution of Aptitude’s strategic focus toward AI Autonomous Finance. In 2025, Aptitude continued

its pivot toward becoming a SaaS company. This realignment was, underpinned by the Group’s strategic priorities of driving growth

through Fynapse, increasing customer satisfaction to minimise churn and expanding our partner relationships. This approach has

been supported by the Policy and the Senior Leadership Team (SLT)’s approach to staff performance management to ensure that

we continue to attract, retain and promote the right talent.

The Committee maintains its focus on ensuring that key employees are appropriately incentivised, currently and over the longer

term. Engagement on remuneration and benefits takes place in various forms with the SLT and the workforce.

All permanent employees of the Group participate in one of the variable remuneration schemes in operation, namely the

Management Bonus Scheme, Sales Commission Plan, the Consultant’s Bonus Scheme, the Variable Compensation Scheme, and

the Performance Excellence Bonus. These schemes are reviewed annually to ensure proper alignment with the Group’s objectives.

Awards of Performance Share Plan (PSP) were granted to the Executive Director and SLT members; and Restricted Stock Units

(“RSUs”) were made in 2025 to key individuals outside of the SLT. These awards provide a clearer means of providing longer-term

incentives to employees, aligning rewards with overall corporate performance - further information is provided on pages 46 to

47. The Committee will also continue to grant long term incentives to PSP and RSU awards, to recruit, retain and incentivise key

individuals and align the generation of shareholder value with reward. See page 59 for grants made during the year.

No discretion, outside the scope of the existing Policy, was applied by the Committee during the year ended 31 December 2025.

Remuneration Outcomes for 2025

Management Bonus Scheme

The Executive Director was eligible to earn a bonus for 2025 of up to 125% of salary, subject to performance against specific

financial and non-financial metrics. This resulted in an overall bonus amount of £71,748 for Alex Curran of which 20% will be paid

in the form of shares deferred for a period of two years, ensuring longer-term alignment with the interests of shareholders.

Performance Share Plan (“PSP”) awards granted in 2022

The PSP awards granted on 22 November 2022 were subject to i) 75% relative TSR performance for the three-year period which

ended on 22 November 2025; and ii) 25% EPS growth for the three years ended 31 December 2024. The Remuneration Committee

has confirmed that these awards attained nil vesting, because the Company’s EPS growth was below threshold and TSR in the

performance period was below the median of the constituents of the FTSE SmallCap Index (excluding investment trusts).

Performance Share Plan (“PSP”) awards granted in 2023

The PSP awards granted on 6 September 2023 were subject to i) 75% relative TSR performance for the three-year period which

ends on 6 September 2026; and ii) 25% EPS growth for the three years ended 31 December 2025. The Remuneration Committee

has confirmed that the EPS growth was below the threshold and therefore this element of the award vested at 0%.

Our Directors’ Remuneration Policy

Our current Directors’ Remuneration Policy was approved by shareholders at the Company’s 2023 Annual General Meeting, with

over 96% of votes in favour. The next shareholder vote on the Policy will take place at the 2026 AGM.

The Committee has reviewed the existing Policy and has concluded that it remains broadly fit for purpose. The proposed updates

will ensure that there is sufficient flexibility in the Policy for the next three years to enable us to attract, retain and incentivise

high calibre individuals and maximise the Group’s growth potential. The full text of the proposed revised Policy can be found on

pages 48 to 56 of this report.

Approach to Executive Director remuneration in 2026

The Group’s approach to Executive remuneration in 2026 will be in line with the Policy and in accordance with the recommendations

of the 2024 Code, as follows:

Base Salary

As disclosed last year and in line with policy across the Group, the Committee reviews the level of base salaries for Executive

Directors annually. The review takes account of business context, personal performance and relative salary data both internal and

external to the Group. Taking account of business performance, the restructuring of the Company being largely completed and

expected progress against strategy, Alex Curran’s base salary will be increased from US$412,000 to US$485,000, reflecting the

reinstatement of the voluntary pay reduction taken in 2024 (US$50,000) and a subsequent 5% increase.

When making decisions on pay for Executive Directors and senior management, the Committee considers wider workforce

remuneration and conditions to ensure that these are aligned on an ongoing basis. The Group has internal processes in place to

ensure that pay levels across the Group are also fair in relation to the role type and the gender of employees. Further details on

the Group’s approach to diversity, equity and inclusion can be found on page 14.

For all our employees, including Executive Directors, the Committee benchmarks base salary levels for competitiveness. If

misalignment occurs, the Committee may review and adjust these salaries, subject to both corporate and individual performance.

The average increase in salaries across the Group during 2025 was 2.7%.

Benefits

The Committee recognises that Alex's role and circumstances differ from those of the wider workforce. In light of the regular

transatlantic travel she undertakes in her personal time, together with her material contribution to the business, the Committee

has determined that an annual disturbance allowance of US$50,000 will continue to be payable in equal monthly instalments.

The disturbance allowance will not form part of a pensionable salary and will be excluded from the calculation of any annual bonus

or Performance Share Plan (PSP) awards.

Retirement benefits

Pension contributions for UK-based Executive Directors will remain at 6% of salary in accordance with the Policy, being at a level

which is consistent with pension contributions provided to the wider workforce. The CEO’s pension contribution will be capped at

4% in accordance with plan rules and regulations (aligned with the US-based workforce).

Management Bonus Scheme

For 2026 the maximum bonus opportunity for Executive Directors will be increased to 150% of salary, which is in line with our

Remuneration Policy. The level of bonuses earned will be subject to the achievement of appropriate performance measures. 75%

of the opportunity will be based on financial performance measures (expected to be based on Operating Profit, Annual Recurring

Revenue and Revenue with an equal weighting) and 25% on non-financial measures linked to the delivery of the Group’s key

strategic goals. The payment of any bonus in respect of non-financial measures will be conditional on the achievement of a

financial underpin. 20% of any bonus payment earned will be subject to a deferral period of two years and payable in shares.

PSP awards

For awards granted in 2026, the maximum PSP opportunity will be 125% of salary. Awards will be granted after the release of the

half yearly results and the Committee will have regard to share price performance and other relevant factors when confirming

the grants.

The performance measures will include a relative TSR measure for at least 75% of the award and at least one other financial

metric, such as EPS. The TSR measure will compare the Group’s TSR performance against a comparator group consisting of the

FTSE SmallCap Index (excluding investment trusts) over a three-year period from the date of grant, with 25% vesting for median

performance rising to 100% for upper-quartile performance. The weighting of the performance measures and the performance

targets for the other financial metric will be disclosed both at grant and in the 2026 Directors’ Remuneration Report.

Looking ahead – key focus areas for the Committee for 2026

During 2026, the Committee will continue to monitor and review our remuneration approach for the Board, members of the

Senior Leadership Team, and the wider workforce, to ensure that it best supports the areas of strategic focus of the business. The

Committee will also continue to review best market practice to ensure that Aptitude attracts and retains high calibre individuals

across its countries of operation in challenging global economic conditions, whilst being focused on delivering shareholder value

and remaining compliant with the Policy.

Reporting and policy requirements

This Report comprises:

Part A, being a summary of the draft Policy, will be tabled for shareholder approval at the 2026 AGM. All payments made to

Directors of the Company will be in accordance with this Policy. The existing Policy was approved by shareholders at the 2023

Annual General Meeting.

Part B, being the annual report on remuneration (the Implementation Report), which will be subject to an advisory vote at the

2026 AGM. The Implementation Report provides details of the remuneration paid to Directors in respect of the year ended 31

December 2025.

Directors’ Remuneration Report

Compliance

This Report (comprising this introduction and Parts A and B) has been prepared in accordance with the Companies Act 2006 and

The Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, The Companies

(Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 and The Companies (Miscellaneous

Reporting) Regulations 2018. The Report also meets the relevant requirements of the Financial Conduct Authority Listing Rules.

As the Group employs fewer than 250 employees in the United Kingdom it is not required to disclose a CEO pay ratio calculation.

Given that most of the workforce is outside of the UK, the Group considers that the voluntary publication of such a calculation

would not provide a meaningful disclosure.

A. DIRECTORS’ REMUNERATION POLICY (“POLICY”)

This part of the Report sets out the Company’s Directors’ Remuneration Policy, which, subject to shareholder approval at the 2026

Annual General Meeting, shall take binding effect from the close of that meeting. This part of the Report is unaudited.

Remuneration policy for Executive Directors

Purpose and link to strategy Operation Maximum opportunity Performance metrics

Basic salary

To pay a competitive basic salary to attract,

retain and motivate the talent required to

operate and develop the Group’s businesses

and to develop and deliver the Group’s

strategy.

Basic salaries are ordinarily reviewed on

an annual basis considering a number of

factors including (but not limited to):

(i) scope of the role;

(ii) performance and experience of the

individual;

(iii) pay levels at comparable companies;

and

(iv) pay and conditions elsewhere in the

Group.

Basic salaries are also reviewed when an

individual changes role or responsibilities.

While no maximum salary level has been

set, salary increases will typically not exceed

the increases awarded to other employees

in the Group (in percentage of salary terms).

In appropriate circumstances, increases of

a higher amount may be made taking into

account individual circumstances such as:

• an increase in scope or responsibility of

the individual’s role;

• development of the individual

within the role (including enhanced

performance);

• alignment to market level; and

• a change in the size or complexity of the

business.

None, although overall performance of the

individual will be taken into consideration by

the Committee when setting and reviewing

salary levels.

Retirement benefits

To provide an opportunity for Executives to

build up income for retirement.

All Executive Directors are eligible to

participate in the Group Personal Pension

Scheme on the same terms as other

employees. In appropriate circumstances,

Executive Directors may receive a cash

allowance in lieu of a pension contribution,

or a combination of a pension contribution

and a cash allowance.

Pension contribution

The Group matches employee contributions

on a 2:1 basis with employer contributions

not exceeding 6% of basic salary. No

element other than basic salary is

pensionable.

Cash allowance

The maximum cash allowance (after

deducting any employer pension

contribution) is 6% of the basic salary.

The maximum pension contribution and/or

cash allowance may be increased to take

account of any increase to the retirement

benefits provision for the wider workforce.

The Committee retains discretion to

determine the approach and calculation of

the wider workforce retirement benefits

provision, including if relevant to the

methodology for international directors.

None.

Benefits

To provide market-competitive benefits.

Executive Directors receive benefits which

consist primarily of income protection in

the event of long-term ill health, private

healthcare insurance, death-in-service

benefits, and disturbance allowance.

Other benefits may be provided based on

individual circumstances, such as relocation

and travel expenses.

No maximum value of benefits has been

set as benefits vary by role. However, the

level of benefits provided is set at a level

which the Committee considers to be

sufficient based on the role and individual

circumstances.

None.

Purpose and link to strategy Operation Maximum opportunity Performance metrics

Management Bonus Scheme

To incentivise and reward strong

performance against annual targets, thus

delivering value to shareholders.

The Committee assesses actual performance

compared to the performance targets

following the completion of the financial

year and determines the bonus payable to

each individual.

The Committee has discretion to amend

the pay-out should any formulaic outcome

not reflect the Committee’s assessment

of overall business performance or

if it considers the formulaic output

inappropriate in the context of

circumstances that were unexpected or

unforeseen.

For Executive Directors, 20% of any bonus

earned will be deferred into shares for a

period of two years, with the remainder

payable in cash. Deferred bonus awards

may take the form of nil (or nominal) cost

options, conditional awards of shares

or such other forms as having the same

economic effect.

An additional payment may be made in

respect of shares subject to deferred bonus

awards to reflect the value of dividends

paid over such period as the Committee

determines, ending no later than the date

of release (this payment may assume the

reinvestment of dividends into additional

shares on a cumulative basis).

Bonuses are subject to malus and clawback

provisions as referred to below the table.

The maximum annual opportunity is 150%

of salary.

Performance measures and targets (and

their weightings where there is more than

one measure) are set by the Committee on

an annual basis to reflect the Company’s

strategic priorities. At least 75% of the

opportunity will be based on key financial

measures, and any balance will be based on

non-financial measures.

Financial measures

Up to 50% of the maximum payable in

respect of a financial measure will be paid

for on target performance, increasing to

100% for stretch performance.

Non-financial measures

Vesting in respect of any non-financial

measure will be between 0% and 100%

based on the Committee’s assessment of

the extent to which the relevant measure

is achieved. Vesting in respect of any

non-financial measure will ordinarily be

subject to the satisfaction of a financial

performance underpin.

Directors’ Remuneration Report

Purpose and link to strategy Operation Maximum opportunity Performance metrics

Performance Share Plan (“PSP”)

To drive sustained long-term performance

that supports the creation of shareholder

value.

The PSP is used to provide a meaningful

reward to Executive Directors linked to

the long-term success of the business, by

delivering annual awards in the form of

nil (or nominal)-cost options, conditional

awards of shares or such other form as has

the same economic effect.

Awards will be granted subject to

performance conditions, ordinarily assessed

over a period of at least three years, but will

not vest or become exercisable until the end

of a further holding period of two years.

Alternatively, awards may be granted on

the basis that the participant is entitled to

acquire shares following the assessment

of the applicable performance conditions

but that (other than as regards sales to

cover tax liabilities and any exercise price)

the award will not be “released” (so that

the participant is able to dispose of those

shares) until the end of the holding period.

The Committee has discretion to vary the

formulaic vesting outturn if it considers

that the outturn does not reflect the

Committee’s assessment of performance

or is not appropriate in the context of

circumstances that were unexpected or

unforeseen at grant.

An additional payment may be made in

respect of shares which vest under the

PSP to reflect the value of dividends over

such period as the Committee determines,

ending no later than the final day of

the holding period (this payment may

assume the reinvestment of dividends into

additional shares on a cumulative basis).

Awards under the PSP are subject to malus

and clawback provisions as referred to

below the table.

The Committee may, at its discretion,

structure awards as Qualifying PSP awards

comprising both a tax qualifying option and

an ordinary PSP award, with the ordinary

PSP award scaled back at exercise to take

account of any gain made on the exercise of

the tax qualifying option. The provisions of

the Policy apply to the tax qualifying option

to the extent permitted by the relevant tax

legislation.

The PSP provides awards of up to a

maximum limit of 125% of basic salary in

respect of any financial year of the Company

in normal circumstances.

In exceptional circumstances (such as on the

recruitment of a new Executive Director)

awards in respect of any financial year may

be granted at the level of up to 200% of

salary.

Where an award is granted as a Qualifying

PSP Award, the shares subject to the

tax qualifying option are not taken into

account for the purposes of these limits,

reflecting the “scale back” referred to in the

“Operation” column.

Vesting of PSP awards is subject to

performance against demanding

performance measures. Performance

metrics will ordinarily be based on financial

measures (such as EPS and TSR) and provide

for 25% of the award to vest for achieving a

threshold level of performance, with vesting

typically increasing on a straight line basis

to full vesting for meeting or exceeding a

stretching maximum level of performance.

Save As You Earn Scheme

To give all qualifying employees in the Group

the opportunity to buy shares.

All qualifying employees and Executive

Directors of the Group are invited to

participate on the same basis.

Awards in the United Kingdom must comply

with certain legislative requirements to

benefit from beneficial tax treatment.

Employees can save up to £500 per month

(or such higher amount as is permitted

under the relevant legislation) for a three-

or five-year period, and can then use those

savings to acquire shares at the end of the

period at an exercise price set at the start of

the savings contract at a discount of up to

20% to the market value of a share (or such

higher percentage as is permitted under

the applicable legislation). For employees

outside the UK, the maximum savings

amount is substantially equivalent to the UK

maximum.

None.

Notes to the Policy Table

Selection of performance measures

The performance measures under the Management Bonus Scheme and PSP are selected to reflect the main KPIs and strategic

priorities for the Group. The Committee’s policy is to set performance targets which are both stretching and achievable and that

the maximum outcomes are only available for outstanding performance.

Performance conditions applying to subsisting awards may be amended or substituted by the Committee if the Committee

considers that it would be appropriate to do so (for example, to take account of a change in strategy, a material acquisition or

divestment of a Group business or a change in prevailing market conditions) because the measures are no longer appropriate and

amendment is required in order that they achieve their original purpose.

Operation of share plans

The Committee has discretion to operate the Company’s share plans (including the PSP, the Deferred Bonus Plan, the Save As

You Earn Scheme and the International Sharesave Scheme) in accordance with their terms, including the ability to settle awards,

in whole or in part, in cash and to adjust the terms of awards in the event of any variation of the Company’s share capital or any

demerger, delisting, special dividend or other relevant event. The Committee has no intention to settle any Executive Director’s

award in cash and would do so only in exceptional circumstances, such as where there was a regulatory restriction on the delivery

of shares, or in respect of any tax liability arising in respect of an award.

Shareholding guidelines

During employment, Executive Directors are expected to acquire and retain shares with a value equal to 200% of their base salary,

by the end of the three-year period following their appointment to the Board. Directors are not expected to acquire shares in the

market in order to meet this guideline but instead are expected to retain shares acquired through the Group’s share plans in order

to meet this shareholding guideline. Shares subject to PSP awards which have vested but which remain subject to a holding period,

shares subject to vested but unexercised PSP awards and shares subject to deferred bonus awards count towards the guideline

on a net of assumed tax basis. Shareholdings will be valued on an annual basis at 31 December for the purpose of this guideline.

Other senior executives must retain half of the after-tax number of shares they acquire pursuant to the Performance Share Plan

until the day that their shareholding has a value equal to their basic salary.

The Company adopted a post-employment shareholding requirement during 2020. Shares are subject to this requirement only if

they are acquired from share plan awards (Performance Share Plan or deferred bonuses) granted after 1 January 2020. Following

employment, an Executive Director must retain:

• until the audit sign-off of the financial statements for the year in which they leave the business, such of their shares which

are subject to the post-employment requirement as are equal to the shareholding guideline that applies during employment

(currently 200% of salary); and

• until the audit sign-off of the financial statements for the following year, such of those shares as are equal to 50% of the

shareholding guideline that applies during employment; or in either case and if fewer, all of those shares.

The Committee retains discretion to vary the application of the shareholding guidelines in exceptional circumstances.

Malus and clawback

Malus may be applied before a bonus is paid or before the assessment of performance conditions in relation to a PSP award.

Clawback may be applied to a cash bonus after it has been paid and to a Deferred Bonus Plan award before it vests. Clawback may

be applied to a cash bonus for up to two years after payment and to a PSP award for up to two years following the assessment of

performance conditions (i.e. up to the end of the two year holding period).

Malus and clawback may be applied in the event of a material misstatement of accounts, an error in assessing performance

conditions, misconduct on the part of the participant, fraud, malpractice, corporate failure, serious reputational damage or a

material failure of risk management.

Directors’ Remuneration Report

Remuneration policy for Non-Executive Directors

The Policy for Non-Executive Directors is set by the Board having taken account of the fees in other companies of similar size and

the limits set in the Company’s Articles of Association. When recruiting Non-Executive Directors, the remuneration offered will

be in line with the Policy table below.

Purpose and link to strategy Operation Maximum opportunity Performance measures

Fees

To attract and retain Non-Executive

Directors of the highest calibre with broad

commercial and other experience relevant

to the Company.

Each Non-Executive Director is paid a basic

fee. Additional fees are payable for acting

as Senior Independent Director and as Chair

of the Nomination, Audit and Remuneration

Committees and may be paid for other roles

or increased time commitments.

The fees paid to the Non-Executive

Directors are determined by the Board.

Fee levels are determined by reference

to fees paid to Non-Executive Directors in

similar sized businesses and the expected

time commitment and complexity of the

role.

The Non-Executive Directors are not

eligible to participate in the Company’s

performance-related incentive plans or

pension arrangements, although their fees

may be paid in cash or shares (which may

include a non-performance based nil or

nominal cost award over Company shares,

which may incorporate a right to “dividend

equivalents” over the award’s vesting

period).

Non-Executive Directors may be eligible

to receive benefits such as the use of

secretarial support, travel costs, and

other benefits that may be considered

appropriate. Reimbursed expenses may

include a gross-up to reflect any tax

or social security due in respect of the

reimbursement.

Non-Executive Director fees are typically

reviewed by the Board every year with any

adjustments ordinarily effective from 1 April

each year.

Increases typically do not exceed those

of the wider workforce, however, in

appropriate circumstances, increases of a

higher amount may be made taking into

account individual circumstances such as:

• an increase in scope or responsibility of

the individual’s role;

• alignment to market level; and

• a change in the size or complexity of the

business.

The maximum aggregate fees for all

Non-Executive Directors will remain within

the limit permitted by the Company’s

Articles of Association from time to time or

as otherwise approved by shareholders.

None.

Remuneration policy for other employees across the Group

The Company’s approach to annual salary reviews is consistent across the Group, with consideration given to the scope of the

role, level of experience, responsibility, individual performance and pay levels in comparable companies. Interim salary reviews

are typically only proposed where an employee has a change in role or the scope of their role increases.

The Group offers four variable pay schemes to permanent employees of the Group who do not participate in the Management

Bonus Scheme. These are the Sales Commission Plans, the Consultants’ Bonus Scheme, the Variable Compensation Scheme, and

the Performance Excellence Bonus. Employees participate in one of these schemes only.

All employees are eligible for potential inclusion in the PSP (subject to approval by the Remuneration Committee) and are eligible

to receive option grants, either subject to performance conditions or as “restricted stock units” as described on pages 132 to 134.

All qualifying employees are offered the opportunity to save and buy shares through the Save As You Earn Scheme or International

Sharesave Scheme up to the same maximum level (or substantially equivalent maximum level for employees outside the United

Kingdom), thus giving them the opportunity to be shareholders. Alex Curran does not currently intend to participate in the Save

As You Earn Scheme.

Illustrations of the application of the Executive Directors’ Remuneration Policy

The following chart sets out an illustration in line with the Policy set out above of the potential remuneration in 2026 for Alex

Curran. The charts show the potential split between the different elements of remuneration under four different performance

scenarios: ‘minimum’, ‘on-target’, ‘maximum’, and ‘maximum’ with an assumed 50% share price increase.

Potential reward opportunities are based on the Policy. The salary for 2026 has been finalised at $485,000 converted into £360,364

based on the FX rate at 31 December 2025, with pension and incentive opportunities based on this salary. Benefits are based on

the 2025 benefits figure from the single total figure of remuneration table on page 57.

The ‘minimum’ scenario shows basic salary, pension and benefits (i.e. fixed remuneration) which are the only elements of the

Executive Directors’ remuneration packages which are not at risk.

The ‘on-target’ scenario reflects fixed remuneration as above plus a target payout of 75% of salary from the Management Bonus

Scheme (i.e. 75% of salary, 150% of salary being the maximum). In this scenario, it is assumed that Alex Curran is granted a PSP

award of a value equivalent to 125% of her basic salary with 25% of the salary ultimately vesting.

The ‘maximum’ scenario reflects fixed remuneration as above plus full vesting of the Management Bonus Scheme (150% of salary).

In this scenario, it is assumed that Alex Curran is granted a PSP award of a value equivalent to 125% of her basic salary with the

full award ultimately vesting.

The ‘maximum with an assumed 50% share price increase’ is based on the same assumptions as for the ‘maximum’ scenario, but

with an assumed 50% increase in the share price for the purposes of the PSP element.

Alex Curran

£0

£250

£500

£750

£1000

£1250

£1500

£1750

£2000

100% 52%

35%

£764k

On-target

performance

£404k

Minimum

performance

Salary, pension and benefits

Total remuneration £000

Performance Share Plan

Management Bonus Scheme

Performance Share Plan

Award share appreciation (50%)

12%

29%

39%

£1,395k

Maximum

performance

32%

24%

28%

14%

33%

£1,620k

Maximum

performance

(with 50% share

price increase)

Directors’ Remuneration Report

Approach to Recruitment of Directors

Executive Directors

When hiring a new Executive Director, or promoting to the Board from within the Group, the Committee will typically align the

package with the above Policy. The Committee may, in order to secure the services of a candidate with the suitable skills to

execute the Company’s strategy, include other elements of pay; however, this discretion is capped and subject to the principles

set out below. The maximum level of variable remuneration that may be granted (excluding any “buy-out” award as referred to

below) is 350% of salary (assuming a 150% of salary annual bonus, and a PSP award at the exceptional limit of 200% of salary which

would only be awarded where necessary to secure a candidate of appropriate quality and experience). Where the Company has

made contractual commitments to an individual prior to their promotion to the Board, the Company will continue to honour these

remuneration arrangements.

Component Approach

Basic salary The basic salaries of new appointees will be determined by reference to the experience and skills of the individual, internal relativities, their current

basic salary, and relevant market data. Where new appointees have initial basic salaries set below a market competitive level, it may be increased to

a market competitive rate over such a period as the Committee determines, subject to their development in the role.

Retirement benefits Retirement benefits will be determined in accordance with the Policy table above.

Benefits Benefits will be determined in accordance with the Policy table above, and may include relocation, travel and subsistence payments in appropriate

circumstances.

Management Bonus Scheme The scheme described in the Policy table will apply to new appointees with the relevant maximum ordinarily being pro-rated to reflect the

proportion of employment over the year. Any non-financial performance measures will be tailored towards the individual Executive Director.

PSP New appointees who have been invited to participate in the PSP will be granted awards as described in the Policy table. In accordance with the

Policy table and the plan rules, in exceptional circumstances in order to enable the Company to recruit an Executive with the experience and skills to

execute the Company’s strategy, awards may be granted up to the level of 200% of salary.

Save As You Earn Scheme New appointees will be invited to participate in the SAYE Scheme on the same basis as other employees and Executive Directors.

In determining appropriate remuneration packages for new Executive Directors, the Committee will take into consideration all

relevant factors (including quantum, the nature of remuneration and where the candidate was recruited from) to ensure that the

arrangements are in the best interests of the Company and its shareholders.

An Executive Director may be recruited at a point in a financial year when it would be inappropriate to provide a bonus or long-

term incentive award for that year (for example, because there would not be sufficient time to assess performance). In these

circumstances, subject to the limit on variable remuneration set out above, the quantum of that Executive Director’s bonus or

long-term incentive award in respect of the months employed during that financial year may be transferred to the subsequent

financial year so that the Executive Director is rewarded on a fair and reasonable basis. The Committee may choose to recognise

benefits received by the Executive Director in their previous engagement.

The Committee may alter the performance measures and weightings and vesting, deferral and holding periods of the Management

Bonus Scheme and long-term incentive award if the Committee considers that the circumstances of the recruitment merit such an

alteration – the rationale will be clearly explained in a subsequent Directors’ Remuneration Report.

In addition, the Committee reserves the right to make an award in respect of a new appointment to ‘buy out’ remuneration

arrangements forfeited on leaving a previous engagement. In doing so, the Committee will consider relevant factors including

any performance conditions and the likelihood of those conditions being met. The Committee will generally seek to structure any

buy-out awards or payments on a comparable basis to the forfeited arrangements and to limit any such award to the expected

value of the forfeited arrangements.

Share awards will be granted under the Company’s existing share plans as far as possible, but the Company may adopt additional

arrangements as permitted by the Listing Rules to facilitate the recruitment of an Executive Director.

Non-Executive Directors

In recruiting a new Non-Executive Director, the Committee will use the Policy as set out in the table on page 48. A basic fee

in line with the prevailing fee schedule would be payable for Board membership, with additional fees payable for acting as

Senior Independent Director or Chair of the Audit, Remuneration or Nomination Committees or other responsibilities or time

commitments as appropriate.

Directors’ Service Contracts

Executive Director service contracts, including arrangements for early termination, are carefully considered by the Committee.

Alex Curran has a rolling service contract with the Group which can be terminated with written notice in accordance with the

table below. Such contracts provide for an obligation to pay salary plus pension and benefits for any portion of the notice period

waived by the Group. Executive Director service contracts are available to view at the Company’s registered office. The Committee

reserves the right to offer a notice period of up to 12 months in the case of any Executive Director appointed after the approval

of this Policy, provided that the length of the notice period would be the same whether given by the Executive Director or the

Company.

Executive Director

Date of service

contract

Notice period from the

individual Notice period from the employer

Alex Curran 29 April 2024 6 months 6 months

The table below summarises how the awards under the Management Bonus Scheme and long-term incentives are typically treated

in specific circumstances:

Reason for leaving Treatment

Management Bonus Scheme

Retirement, ill-health, disability, death,

redundancy or other reasons at the

discretion of the Committee

The Committee may consider it appropriate to award a bonus depending on the relevant termination scenario. The payment of any

bonus will be subject to the satisfaction of the relevant performance conditions and will ordinarily be reduced to reflect the proportion

of the bonus year for which the Executive Director was in service (although the Committee has discretion to waive this time-based

reduction).

Any such bonus will typically be paid following the end of the bonus year, although the Committee retains discretion to pay the bonus at

the date of cessation (and to assess performance conditions accordingly).

Other reason Awards lapse on the date of termination.

Deferred Bonus Awards

Gross misconduct Awards lapse on the date of termination.

Other reason Awards will ordinarily continue and become exercisable on the ordinary vesting date, although the Committee retains discretion to

release any such award on the date of termination in appropriate circumstances (such as in the event of cessation due to death or ill-

health). In either case, the award will vest in full, unless the Committee determines the award should vest on a pro-rata basis to take

account of the proportion of the deferral period that has elapsed at termination.

Performance Share Plan

Death Awards can be exercised within 12 months from the date of death (or, if the Committee so decides, from a later date, not being later

than the date on which the award would ordinarily have vested) on a pro-rata basis (by reference to the proportion of the performance

period that has elapsed) and to the extent that performance conditions have been met (as assessed by the Committee where awards

vest before the end of the original performance period). However, the Committee reserves the right to disapply pro-rating.

Ill-health, disability, or redundancy, or

any other reason at the discretion of the

Committee

Cessation during the performance period

Awards will ordinarily continue and can be exercised within 6 months from the vesting date at the end of the holding period on a pro-

rata basis (by reference to the proportion of the performance period that has elapsed) and to the extent that performance conditions

have been met. However, the Committee reserves the right to disapply pro-rating and to allow the early vesting and exercise of an

award at the date of cessation (and to assess performance conditions accordingly) or at some other date such as following the end of the

performance period if the award would otherwise be subject to a holding period.

Cessation during the holding period

Awards will ordinarily continue and can be exercised within 6 months from the vesting date at the end of the holding period to the extent

that performance conditions have been met. However, the Committee reserves the right to allow the vesting and early exercise of the

award at the date of cessation.

Other reason

Cessation during the performance period

Awards lapse on the date of termination.

Cessation during the holding period

Awards will ordinarily continue and can be exercised within 6 months from the ordinary vesting date at the end of the holding period

to the extent that performance conditions have been met, unless the cessation is due to misconduct in which case the award will

lapse. Where the cessation is other than due to misconduct, the Committee reserves the right to permit the award to vest and become

exercisable at the date of cessation.

Change of control

Awards under the PSP may vest and be exercised early on the change of control or other relevant event, or awards may be

exchanged for awards in a new company. Where awards vest, they can be exercised on a pro-rata basis (by reference to the

proportion of the performance period that has elapsed) and to the extent that performance conditions have been met (as assessed

by the Committee), although the Committee reserves the right to disapply pro-rating. Awards under the DBP will vest on a change

of control or other relevant corporate event (or may be exchanged for awards in a new company). Options under the Save As You

Earn Scheme or International Sharesave Scheme may vest early in the event of a change of control to the extent permitted by the

rules of the scheme (or may be exchanged for new options); the rules of the scheme do not permit the exercise of discretion as to

the treatment on a change of control.

Directors’ Remuneration Report

Other payments

In appropriate circumstances, payments may also be made in respect of accrued holiday, legal fees and outplacement services.

The Committee reserves the right to make any other payments in connection with a Director’s cessation of office of employment

where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such

an obligation) or by way of settlement of any claim arising in connection with the cessation. In appropriate circumstances, the

Committee may agree that certain benefits (such as medical insurance) may be continued for a reasonable period following

termination of employment.

Non-Executive Directors’ Terms of Appointment

Subject to annual re-election by shareholders, Non-Executive Directors are appointed for an initial term of approximately three

years. Subsequent terms of three years may be awarded. Details of the Non-Executive Directors’ terms of appointment are shown

in the table below and copies of the Non-Executive Directors’ terms of appointment are available to view at the Company’s

registered office. The appointment, re-appointment and the remuneration of Non-Executive Directors are matters reserved for

the full Board.

Initial agreement date Date of appointment

Expiry date of current

agreement

Ivan Martin

21 October 2015 1 January 2016 27 May 2026

Sara Dickinson 30 September 2021 1 October 2021 1 October 2027

Paula Dowdy 14 May 2025 28 May 2025 28 May 2028

1 As announced on 1 October 2024, Ivan Martin will step down from the Board following the 2026 AGM.

2 Subject to the completion of the Strategic Review. See the Chairman's Statement.

Legacy arrangements

The Committee reserves the right to make any remuneration payment and/or payment for loss of office (including exercising any

discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above

where the terms of the payment were agreed:

1. before the Policy came into effect (and, in the case of a payment agreed on or after 28 April 2014, where the terms of the

payment are in line with the directors’ remuneration policy applying at the date at which the payment was agreed); or

2. at a time when the relevant individual was not a director of the Company (or other person to whom the Policy set out above

applies) and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a director

(or other such person) of the Company.

For these purposes, the term “payment” includes the satisfaction of awards of variable remuneration and in relation to an award

over shares the terms of the payment are agreed at the time the award is granted.

Executive Directors – External appointments

An Executive Director may accept external appointments of non-executive directorship in order to broaden their experience for

the benefit of the Company. Such appointments are subject to approval by the Board in each case, and the Executive Director may

retain any fees paid in respect of such a directorship.

Consideration of conditions elsewhere in the Company

Although the Committee does not consult directly with employees on Executive Director remuneration policy, the Committee does

consider general basic salary increases across the Company, remuneration arrangements and employment conditions, such as

pension arrangements, for the broader employee population when determining remuneration policy for the Executive Directors.

Consideration of shareholder views

The Committee is committed to an open and transparent dialogue with shareholders on matters relating to remuneration. When

determining remuneration, the Committee takes into account views of shareholders and investor guidelines. The Committee is

always open to feedback from shareholders on remuneration policy and arrangements and commits to undergoing shareholder

consultation in advance of any significant changes to remuneration policy.

B. ANNUAL REPORT ON REMUNERATION

The following section provides details of how the Company’s Remuneration Policy was implemented during the year ended

31 December 2025 along with information on how the Policy is to be applied in 2026 and other required disclosures. The sections

of the report which are audited are clearly identified as such in the section heading.

Single total figure of remuneration (audited)

Executive Director

The table below sets out a single figure for the total remuneration received by the Executive Director for the year ended

31 December 2025 and the prior year.

Alex Curran Mike Johns

2025

2024

2025

2024

Basic Salary 309,512 315,823 48,013 175,000

Taxable Benefits

29,179 9,779 – –

Pension 7,246 8,006 2,437 10,500

Management Bonus

71,748 68,056 – –

Other Bonus

– – 15,000 –

Long Term Incentives

– – – –

Total 417,685 401,664 65,450 185,500

Total Fixed Remuneration 345,937 333,608 65,450 185,500

Total Variable Remuneration 71,748 68,056 – –

1. As Alex is paid in USD, her monthly fixed remuneration has been converted to GBP based on the FX rates at each month end. Her management bonus has been converted to GBP

based on the FX rate at 31 December 2025.

2. Taxable benefits consist of private healthcare insurance and disturbance allowance.

3. Mike Johns stepped down as Director of the Company on 25 March 2025. He received his full basic salary, pension and benefits up until that date. Information in relation to certain

other payments made to him is set out on page 60.

4. See page 58 for details of bonuses earned under the Management Bonus Scheme in respect of 2025.

5. Mike Johns received a one-off bonus in 2025 relating to the achievement of certain milestones while he was working through his notice period.

6. See page 59 for details of remuneration earned from long- term incentives during 2025.

Non-Executive Directors

The table below sets out a single figure for the total remuneration received by each Non-Executive Director (including Ivan Martin,

Non-Executive Chairman) who served during the year ended 31 December 2025 and the prior year. As the Non-Executive Directors

do not participate in any variable remuneration arrangement, separate sub-totals for fixed and variable remuneration are not

included.

Ivan Martin Sara Dickinson Paula Dowdy

Barbara Moorhouse

2025

2024

2025

2024

2025

2024

2025

2024

Basic Salary

166,233 162,575 53,661 52,480 31,774 n/a 21,530 52,480

Committee Chair/SID Fees 6,570 6,570 9,330 9,330 11,533 n/a 6,700 16,330

Total 172,803 169,145 62,991 61,810 43,307 n/a 28,230 68,810

1. Non-Executive Directors’ fees were not increased effective 1 April 2025 as disclosed in the 2024 Directors’ Remuneration Report.

2. Paula Dowdy was appointed as a Non-Executive Director on 28 May 2025.

3. Barbara Moorhouse stepped down from the Board on 28 May 2025.

Directors’ Remuneration Report

Incentive outcomes for the year ended 31 December 2025 (audited)

Management Bonus Scheme

The Committee’s approach to the determination of bonuses for the Executive Directors in respect of 2025 is set out in the

statement from the Chair of the Committee on page 45. As described in that statement, each Executive Director was awarded a

maximum bonus opportunity of 125% of their salary (the “Management Bonus”).

As in previous years, the Committee determined that 75% of the Management Bonus opportunity for each Executive Director

would be based on performance against financial metrics, being a combination of Annual Recurring Revenue (“ARR”), Revenue

and Operating Profit (equal weighting of 25% each), with the remaining 25% based on non-financial objectives specific to each

individual.

Financial performance measures (75% of the bonus opportunity)

The table below sets out the targets, performance against them, and the amount of bonus earned by Alex Curran by reference to

Company performance against financial measures.

Bonus Measure Weighting

Threshold at

which bonuses

accrued

On-target

performance

level

Stretch

performance

level

Actual

performance

level

Amount of

bonus earned

(% of salary)

Management Bonus Annual Recurring

Revenue

25% of the

financial measures

opportunity

£53.2m £54.8m £56.4m £50.8m –

Revenue 25% of the

financial measures

opportunity

£68.6m £70.0m £71.4m £65.0m –

Profit

25% of the

financial measures

opportunity

£10.0m £10.3m £11.0m £10.3m £47,071

Total Bonus earned £47,071

1. The recurring revenue base target was set on a constant currency basis, using a planned conversion rate from USD of 1.296. The actual reported result of £49.8m million was

converted using the prevailing year end USD rate of 1.346 to represent the recurring revenue translated at the planned rate for comparison against target.

2. Operating profit has been adjusted to remove the impact of any non-underlying items. The target and actual operating profit amounts are shown prior to any adjustments for the

Management Bonus Scheme.

Non-financial performance measures (25% of the bonus opportunity for both

the Management Bonus and the Chief Executive Bonus)

A summary of the Committee’s assessment of the CEO’s performance against the key strategic goals is set out below.

Alex Curran

Measure Committee assessment of performance

Develop relationships with existing partners to enable

them to deliver scalable growth.

Relationships with existing partners have deepened in the year, allowing an increase in the rate of new

business sourced through partnerships in the year and exceeding the targeted rate.

Deliver product-market fit for Fynapse. The business has been re-organised to centre around the Fynapse opportunity, and further steps will be

taken in 2026 to complete this alignment. There has been positive new business success with Fynapse

in the year, including new business wins and conversions of existing clients.

Satisfy our clients by reinforcing existing product

capabilities and providing exceptional service.

Organisational changes made in the year have delivered positive change to the client experience, and

this has been demonstrated by reducing levels of software churn in the year.

Become a high performing organisation. Performance management processes have been tightened and enhanced to identify and manage both

high and low performers, while minimising the level of regrettable leavers.

Overall, the Committee concluded that, in light of the progress made against objectives, Alex Curran would receive a bonus of

£24,677 under the non-financial element of the 2025 bonus, reflecting an overall assessment of performance against the personal

objectives set of between threshold and on-target. Overall, this resulted in a total 2025 bonus being earned by Alex Curran of

£71,748.

20% of the bonus payment is subject to a deferral period of two years and payable in shares. A Deferred bonus award will be

granted to Alex Curran following the release of the 2025 Annual Results. The award is not subject to any additional performance

conditions and is treated on cessation of employment in accordance with the Directors' Remuneration Policy.

PSP awards vesting in respect of performance in 2024 (audited)

The PSP awards granted on 22 November 2022 were subject to i) 75% relative TSR performance for the three-year period which

ends on 22 November 2025; and ii) 25% EPS growth for the three years ended 31 December 2024. The Remuneration Committee

confirmed that these awards achieved nil vesting, as the Company’s EPS growth was less than 16.4p per share and TSR in the

performance period was below the median of the constituents of the FTSE SmallCap Index (excluding investment trusts).

PSP awards vesting in respect of performance in 2025 (audited)

The PSP awards granted on 6 September 2023 were subject to i) 75% relative TSR performance for the three-year period which

ends on 6 September 2026; and ii) 25% EPS growth for the three years ended 31 December 2025. The Remuneration Committee

confirmed that the EPS growth was below threshold and therefore this element of the award vested at 0%.

Share awards granted during the year (audited)

On 18 September 2025 share options under the Performance Share Plan were awarded to Alex Curran. Each award was granted

in the form of an option with an exercise price of 7 1/3 pence per share. The awards were made at 125% of salary, in line with the

Remuneration Policy approved by shareholders at the 2023 AGM. The Remuneration Committee will consider the vesting outturns

determined by reference to the performance conditions and retains discretion in relation to the total level of reward arising from

the 2025 award having regard to overall Company performance, the wider stakeholder experience, and the outcome of prior year

PSP schemes.

Executive Director

Number of shares

subject to award Basis of award

Face value of

award

% of award vesting

for threshold

performance

Alex Curran 126,507 125% of salary £379,521

25%

1. Based on a share price of £3.00 being the average of the mid-market closing share price on the three days prior to the date of grant.

2. As Alex’s salary is in USD, a USD: GBP FX rate of 0.74 was applied, representing the FX rate at the month’s end prior to the granting of awards.

The vesting of these options is subject to the satisfaction of the performance conditions based on:

(a) as regards 75% of the shares subject to the options, the Company’s Total Shareholder Return (‘TSR’) measured over the

period of three years commencing on the date of grant, compared with the TSR of a comparator group consisting of the

companies constituting the FTSE SmallCap Index (excluding investment trusts) as follows:

Rank of the Company’s TSR against the TSR of the members of the

comparator Group

Percentage of the options subject to the TSR performance

condition that vests

Below median 0%

Median 25%

Between median and upper quartile Determined on a straight-line basis between 25% and 100%

Upper quartile 100%

(b) as regards the other 25% of the shares subject to the options, the Company’s diluted Earnings Per Share (EPS) for the 2027

financial year, being the final financial year of the EPS performance period, as follows:

Diluted EPS for the final year of the performance period

Percentage of the options subject to the EPS performance

condition that vests

16.98 pence 25%

Between 16.98 pence and 19.53 pence Between 25% and 100%

19.53 pence or more 100%

The awards are also subject to a further underpin condition. No element of any award will vest unless the Committee determines

that the level of vesting reflects the overall financial performance of the Group over the performance period.

These awards are subject to a two-year holding period following the end of the performance period.

Directors’ Remuneration Report

Termination payments and payments to past Directors (audited)

Jeremy Suddards

Jeremy Suddards, former Chief Executive Officer, stepped down as a Director of the Company on 27 July 2023 and his final date of

employment with the Aptitude Group was 31 July 2023. As reported in the 2023 Directors’ Remuneration Report, Jeremy retained

his outstanding DBP and PSP awards. In accordance with the rules of the plans, the final remaining DBP awards vested on 18 April

2025 (3,843 shares acquired).

Philip Wood

Philip Wood, former Deputy Chief Executive Officer and Chief Financial Officer, stepped down from the Board on 20 July 2023. As

reported in the 2023 Directors’ Remuneration Report, Philip retained his outstanding DBP and PSP awards. In accordance with the

rules of the plans, the final remaining DBP awards vested on 18 April 2025 (2,864 shares acquired).

Mike Johns

Mike Johns, former Chief Financial Officer, stepped down as a Director of the Company on 25 March 2025 and his final date of

employment with the Aptitude Group was the same day. After this date Mike received £15,000 in respect of a bonus agreed as

part of Mike’s settlement agreement.

He was not eligible to earn a bonus for the proportion of 2025 for which he was employed.

In line with the Company’s Remuneration Policy, Mike retained his outstanding DBP award granted to him in 2024 and the PSP

awards granted to him between 2022 and 2024. As stated earlier in the Directors’ Remuneration Report, the performance period

for the PSP awards granted in 2022 has now ended and the awards lapsed in full.

Implementation of Remuneration Policy for 2026

Basic salary

As explained on page 46, the base salary of Alex Curran will be increased in 2026 to $485,000.

As further explained on page 47, Alex Curran will receive an additional allowance, which will not be taken into account for pension,

bonus, or PSP purposes.

Management Bonus Scheme

For 2026 the maximum bonus opportunity for Executive Directors will be 150% of salary, with 75% of the maximum paid for on

target performance.

Bonuses will be based on performance compared to a number of financial metrics (as regards 75% of the overall opportunity) and

the achievement of a number of non-financial performance measures set for the year (as regards 25% of the overall opportunity).

The financial metrics are expected to include Operating Profit, Revenue and Annual Recurring Revenue growth. The non-financial

performance measures will be subject to a financial underpin. In the view of the Committee the measures and targets are

commercially sensitive as they give competitors information in relation to the Company’s targets and plans. Information will be

disclosed when no longer considered commercially sensitive, as with the disclosure of the 2025 bonus outturn on page 58.

20% of any bonus earned will be deferred into shares for a period of two years. Deferred shares will be granted following

announcement of the Company’s results by which the bonus payment was determined. An additional payment may also be made

in shares to reflect the value of any dividends paid during the two-year deferral period.

Long-term incentives

Awards under the PSP will be granted to Executive Directors in 2026. Under the Remuneration Policy, the maximum grant of PSP

for Executive Directors is 150% of salary, except in exceptional circumstances (such as on the recruitment of a new Executive

Director) where awards may be granted at the level of up to 200% of salary. In 2026 the maximum PSP opportunity will remain at

125% of salary. The performance measures will include a relative TSR measure for at least 50% of the award and at least one other

financial metric, such as EPS. The TSR performance measure will compare the Company’s TSR performance with a comparator

group consisting of the FTSE SmallCap Index (excluding investment trusts), with 25% of the TSR element vesting for performance

at median, rising to 100% for upper-quartile performance. TSR performance will be assessed over the three-year period from the

date of grant. Details of the other financial measure (and of the associated targets) and of the weightings between the measures

will be disclosed both at grant and in the 2026 Directors’ Remuneration Report. Targets will be set to ensure that full vesting

requires the achievement of stretching levels of performance, with threshold performance delivering 25% vesting.

The awards will be subject to a two-year holding period following the end of the performance period, at the end of which they will

vest and can be exercised.

An additional payment will also be made in shares to reflect the value of any dividends paid during the two-year holding period.

In line with market practice, the Committee has determined that Redundancy will not be an automatic Good Leaver circumstance,

as reflected in the rules of the scheme.

Non-Executive Director fees

For 2026, the Committee reviewed the Chairman’s fee and the Board of Directors reviewed the fees for the other Non-Executive

Directors. Following these reviews, the Chairman's fee and the Basic Non-Executive Director fee were increased by 3%, as per the

table below.

Fee at 1 April

2025

Fee at 1 April

2026

Chairman £167,452 £173,313

Basic Non-Executive Director fee £54,054 £55,946

Audit Committee Chair fee £9,330 £9,657

Remuneration Committee Chair fee £9,810 £10,153

Senior Independent Director fee £9,810 £10,153

Nomination Committee Chair fee £6,570 £6,800

The Board of Directors meets without the Non-Executive Directors present to review the Non-Executive Director and Non-

Executive Chairman fees and these are set with consideration to salary increases received by the wider workforce.

Directors’ Remuneration Report

Percentage change in Directors’ remuneration

The table below shows the percentage change in Directors’ remuneration from the prior year compared to the average percentage

change in remuneration for all other employees. The reporting regulations require that the average percentage change for other

employees is based on the employees of Aptitude Software Group plc. However, the Company only has two employees other than

the Directors. Therefore, to provide a meaningful comparison, and consistent with the approach in prior years, this is based on all

United Kingdom employees in the Group, which is considered the most appropriate comparator group. For the purposes of this

disclosure, remuneration comprises salary, benefits (excluding pension) and annual bonus earned in respect of variable pay paid

in the year only.

Financial

year

2, 3

Salary Taxable benefits Single year variable

Executive Directors

Alex Curran 2024 - 2025 (0.8%) 230.8% 127.2%

2023 - 2024 136.4% 66.68% 124%

Non-Executive Directors

Ivan Martin

2024 - 2025 2.16% N/A N/A

2023 - 2024 0.92% N/A N/A

2022 - 2023 4.2% N/A N/A

2021 - 2022 6.7% N/A N/A

2020 - 2021 6.8% N/A N/A

2019 - 2020 0.0% N/A N/A

Sara Dickinson

2024 - 2025 1.91% N/A N/A

2023 - 2024 0.92% N/A N/A

2022 - 2023 7.4% N/A N/A

2021 - 2022 19.9% N/A N/A

2020 - 2021 N/A N/A N/A

2019 - 2020 N/A N/A N/A

Other employees

2024 - 2025 4.3% (0.6%) 20.2%

2023 - 2024 0.92% N/A N/A

2022 - 2023 9.8% 7.9% (1.3%)

2021 - 2022 7.7% 29.6% 106.3%

2020 - 2021 4.3% 22.0% 0.6%

2019 - 2020 1.6% 3.0% 34.1%

1. Alex Curran joined the Board on 12 July 2023.

2. Explanatory notes relating to the prior year figures are included in the relevant year’s Directors’ Remuneration Report.

3. Paula Dowdy joined the Board on 28 May 2025 and therefore there is no comparative to measure against and so it is not included in the above table.

4. The salary received by Ivan Martin during 2021 and 2022 included the addition of a fee for Chairing the Nomination Committee.

5. Sara Dickinson was appointed on 1 October 2021 and therefore her 2021 salary has been annualised for comparative purposes.

6. Based on the United Kingdom employees only as the most appropriate comparator group.

Relative importance of spend on pay

The table below shows the percentage change in spend on pay and shareholder distributions (i.e. dividends) from the financial

year ended 31 December 2024 to the financial year ended 31 December 2025, based upon continuing operations.

% change

2025

£000

2024

£000

Return to shareholders in year (2.7%) 2,999 3,081

Employee remuneration (20.4%) 32,375 40,673

Comparison of Company performance

The following graph shows the Company’s performance, measured by total shareholder return, compared with the performance

of the FTSE SmallCap Index for the ten years ended 31 December 2025. The Committee considers that the FTSE SmallCap Index is

the most appropriate comparison across the period given the similarities between the Company and the companies forming this

index.

100

200

300

400

500

600

700

800

Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024 Dec 2025

Value of £100 invested on 31 December 2015

Aptitude FTSE SmallCap

Total Shareholder Return (rebased to £100)

Directors’ Remuneration Report

Table of historic remuneration

The table below details the total remuneration, bonus award as a percentage of maximum opportunity and long-term incentive

awards vesting as a percentage of maximum opportunity for the Group’s senior executive officer(s) for each of the years from

2014 - 2025 (inclusive).

Year Total Remuneration

Bonus Award as

a percentage

of maximum

opportunity

Long term

incentives vesting

as a percentage

of maximum

opportunity

2025 Alex Curran (Chief Executive Officer)

£417,685 18.75% n/a

2024 Alex Curran (Chief Executive Officer) £401,664 17.08% n/a

2023 Alex Curran (Chief Executive Officer) £197,287 19.39% n/a

Jeremy Suddards (Chief Executive Officer) £199,748 n/a n/a

2022 Jeremy Suddards (Chief Executive Officer) £391,593 16.69% n/a

2021 Jeremy Suddards (Chief Executive Officer) £578,407 46.90% 43.2%

2020 Jeremy Suddards (Chief Executive Officer) £387,630 78.67% 26.60%

2019 Tom Crawford (Chief Executive Officer, Aptitude Software Group plc) £1,634,545 0.00% 100.00%/

75.50%

2018 Simon Baines (Chief Executive Officer, Microgen Financial Systems) £776,610 0.00% 100.00%

Tom Crawford (Chief Executive Officer, Aptitude Software) £858,130 0.00% 100.00%

2017 Simon Baines (Chief Executive Officer, Microgen Financial Systems) £270,075 35.25% n/a

Tom Crawford (Chief Executive Officer, Aptitude Software) £433,437 86.25% n/a

2016 Simon Baines (Chief Executive Officer, Microgen Financial Systems) £1,141,653 50.00% 98.53%

Tom Crawford (Chief Executive Officer, Aptitude Software) £1,269,113 92.50% 98.53%

2015 Martyn Ratcliffe (Executive Chairman) £199,375 n/a n/a

2014 Martyn Ratcliffe (Executive Chairman) £275,000 n/a n/a

1. There were no Performance Share Plan awards that vested in relation to the period ended 31 December 2025.

Explanatory notes relating to the prior years’ figures are included in previous Directors’ Remuneration Reports.

Directors’ shareholdings and shareholding requirement (audited)

The interests of those persons who served as Directors during 2025 and their families in the ordinary shares of the Company as at

31 December 2025 (or, if earlier, the date of their retirement from the Board) were as follows:

Ordinary shares at

31 December 2025

Ordinary shares at

31 December 2024

Met Shareholding

Guidelines

Ivan Martin 225,000 225,000 N/A

Sara Dickinson – – N/A

Alex Curran 11,923 11,923 N/A

Paula Dowdy – – N/A

1. Alex Curran is not required to meet the shareholding guidelines until the end of the three year period follow appointment to the Board.

There have been no changes since 31 December 2025 to the shareholdings of any current Director. None of the Directors had

an interest in the shares of any subsidiary undertaking of the Company or in any significant contracts of the Group. Details of

Directors’ interests in shares and options under Company long-term incentives are set out in the sections below.

Under the Remuneration Policy which was approved by shareholders at the 2023 Annual General Meeting, Executive Directors are

expected to acquire and retain shares with a value equal to 200% of their base salary, by the end of the three-year period following

their appointment to the Board. Directors are not expected to acquire shares in the market in order to meet this guideline but

instead are expected to retain shares acquired through the Group’s share plans. Further information on this shareholding guideline

can be found on page 51.

Directors’ interests under Company share plans (audited)

The table below shows the interests of each Director who served during 2025 as at 31 December 2025 in the Company’s share

plans.

Director Grant

Shares subject to

award as at 1

January

2025

Granted in

2025

Exercised in

2025

Lapsed in

2025

Shares subject to

awards as at

31 December 2025 Status

Alex Curran Long term incentive plan

2022

36,772 – – (36,772) – Original award over

49,029 shares. 25%

EPS element lapsed on

31 December 2024, 75%

TSR element lapsed on

22 November 2025 (see

page 46)

2023

121,215 – – – 121,215 Unvested, subject to

performance conditions

2024

110,739 – – – 110,739 Unvested, subject to

performance conditions

2025

– 126,507 – – 126,507 Unvested, subject to

performance conditions

Deferred Bonus Plan

2024 2,033 – – – 2,033 Unvested, subject to

performance conditions

2025 – 4,838 – – 4,838 Unvested, subject to

performance conditions

270,759 131,345 – {36,772) 365,332

1. The awards granted in 2022 are subject to a performance condition described on page 72 of the 2022 Annual Report and Accounts.

2. The awards granted in 2023 are subject to a performance condition described on page 52 of the 2023 Annual Report and Accounts.

3. The awards granted in 2024 are subject to performance conditions described on page 50 of the 2024 Annual Report and Accounts.

4. The awards granted in 2025 are subject to performance conditions described on page 59 of this report.

Advisors

In fulfilling its role, the Committee seeks professional advice when considered appropriate to do so. Deloitte LLP is retained

to provide independent advice on executive remuneration to the Committee as required. Independent advisors on executive

remuneration were made available to the Committee during the year. Deloitte LLP’s total fees for the provision of remuneration

services to the Committee in 2025 were £7,900 (2024: £5,600). After careful consideration, the Committee is satisfied that the

advice provided by Deloitte LLP is independent and objective. Deloitte LLP also advises the Group on the operation of its share

plans, associated tax matters and remuneration disclosure matters.

Deloitte LLP is a founder member of the Remuneration Consultants Group and adheres to its Code of Conduct for

consultants to Remuneration Committees of United Kingdom-listed companies, details of which can be found at

www.remunerationconsultantsgroup.com.

Evaluation of the Committee

The Committee’s performance was assessed as part of the internal Board Effectiveness Review. The Committee is regarded as

operating effectively, and the Board takes assurance from the quality of the Committee’s work.

Directors’ Remuneration Report

Statement of shareholder voting

At the Annual General Meeting of the Company on 14 May 2024, the Directors’ Remuneration Report for the year ended

31 December 2023 was approved by shareholders as follows:

Approval of the Directors’ Remuneration Report for the year ended 31 December 2023

Total number

of votes

% of votes

cast

For (including discretionary) 48,533,502 97.00%

Against 1,500,258 3.00%

Total votes cast (excluding withheld votes) 50,033,760 100.00%

Votes withheld 0

Total votes cast (including withheld votes) 50,033,760

At the Annual General Meeting of the Company on 28 May 2025, the Directors’ Remuneration Report for the year ended

31 December 2024 was approved by shareholders as follows:

Approval of the Directors’ Remuneration Report for the year ended 31 December 2024

Total number

of votes

% of votes

cast

For (including discretionary) 34,509,274 97.69%

Against 816,390 2.31%

Total votes cast (excluding withheld votes) 35,325,664 100.00%

Votes withheld 0

Total votes cast (including withheld votes) 35,325,664

Note: Withheld votes are not included in the final voting figures as they are not recognised as a vote in law.

The Remuneration Report was approved by a duly authorised Committee of the Board of Directors on 7 April 2026 and signed on

its behalf by:

Paula Dowdy

Chair of the Remuneration Committee

Directors’ Report

For the purposes of the Companies Act 2006, the disclosures below, including those incorporated by reference, together with the

Governance Section of this Annual Report (pages 29 to 71), and the Statement of Directors Responsibilities on page 72 form the

Directors’ Report.

In addition, disclosures relating to the following items, which all form part of the Directors’ report, have been included in the

Strategic report:

• Principal risks, pages 24 to 26;

• Greenhouse gas (GHG) emissions and energy consumption, pages 16 to 18; and

• Employees, pages 14 to 16.

Application of the 2024 UK Corporate Governance Code

Full details of how the Company has applied the principles of the Code throughout the year can be found within the Governance

Section of this Annual Report (pages 29 to 71).

Principal Activity and Business Review

Aptitude Software Group plc is a market-leading provider of software solutions that deliver fully autonomous finance. The Company

and its subsidiaries (see note 12 to the financial statements) together are referred to in this Annual Report as the “Group”. The

Group’s products and services are detailed within the CEO’s report.

An analysis of the Group’s development (including likely future developments) and performance is contained in the Chairman’s

Statement and the CEO’s report.

Directors

Details of Directors who have held office during the year and up to the date of signing these financial statements are given below:

Ivan Martin (Chairman)

Alex Curran

Sara Dickinson

Mike Johns (resigned on 25 March 2025)

Barbara Moorhouse (resigned on 28 May 2025)

Paula Dowdy (appointed 28 May 2025)

Biographical details of the current Directors are set out on pages 29 to 30. The Company’s Articles of Association require

Directors to retire and offer themselves for election and re-election at least every three years, however, in accordance with the

recommendation of the 2024 Corporate Governance Code, all Directors shall retire and offer themselves for election and re-

election at the 2026 Annual General Meeting save for Ivan Martin (see page 3 for further information).

Information on the Directors’ remuneration, share plan participation and service contracts are set out in the Directors’

Remuneration Report on pages 45 to 66.

Directors’ Interests

The Directors’ Interests in the Company are detailed in the directors’ remuneration report on pages 64 and 65.

Results and dividends

The results for the year are set out in the financial statements and notes on pages 81 to 135. The Board is pleased to propose

a final dividend of 3.60 pence per share, making a total of 5.40 pence per share for the year (2024 total: 5.4 pence). Subject to

shareholder approval, the proposed final dividend will be payable to shareholders on the register at 22 May 2026 and will be paid

on 12 June 2026.

Key performance indicators (“KPIs”)

KPIs are set for the Group and can be found within the Key Operational and Financial Highlights on page 2.

Future developments

Details of the Group’s future developments are provided in the Chief Executive Officer’s Report on pages 5 and 7.

Directors’ Report

Payment of suppliers

The Group does not follow a standard payment practice but agrees with terms and conditions for its business transactions with

each of its suppliers. Payment is then made in accordance with these terms.

Charitable donations

During the year, the Group made charitable donations of £4,083 (2024: £500).

Political donations

The Group made no political donations in the year (2024: £Nil).

Substantial shareholdings

Notifications received by the Company in accordance with the Disclosure and Transparency Rules of the Financial Conduct

Authority are published via the UK Regulatory Information Service and on the Company’s website. As at 31 December 2025, the

Company had been advised of the following notifiable interests in its voting rights:

Number of

shares held as at

31 March

2026

Number of

shares as at

31 December

2025

Number of

shares as at

31 December

2024

Long Path Partners

8,857,866

(16.24%)

8,868,366

(15.96%)

9,000,695

(16.00%)

Schroders plc

8,450,000

(15.49%)

7,195,000

(12.95%)

8,259,311

(14.69%)

Mission Trail Capital Management LLC 7,168,029

(13.14%)

7,068,029

(12.72%)

4,494,890

(7.99%)

L6 Holdings Inc

4,148,326

(7.60%)

4,148,326

(7.46%)

1,380,000

(2.48%)

Mrs C Barbour, Mr B Barbour & Bank of New York Mellon (Brussels (Pooled)) 2,929,894

(5.37%)

2,929,894

(5.27%)

2,941,694

(5.23%)

Soros Fund Management 2,491,288

(4.57%)

2,491,288

(4.48%)

2,226,710

(3.96%)

Herald Investment Management 2,458,277

(4.51%)

2,458,277

(4.42%)

2,458,277

(4.37%)

Canaccord Genuity Group Inc. 2,150,000

(3.94%)

2,150,000

(3.87%)

5,310,000

(9.45%)

FIL Limited 1,670,682

(3.06%)

1,670,682

(3.01%)

3,267,986

(5.81)

Investo Limited 1,192,386

(2.19%)

1,192,386

(2.15%)

3,900,032

(6.94%)

1 Calculated by reference to the number of voting shares in issue as at 31 March 2026, being 54,551,064.

2 Calculated by reference to the number of voting shares in issue at 31 December 2025, being 55,579,564.

3 Calculated by reference to the number of voting shares in issue at 31 December 2024, being 56,218,298.

* % ISC stated in brackets

Share capital

At 31 March 2026 the Company had a single class of share capital which is divided into ordinary shares of 7 1/3 pence each. Details

of the changes in the Company’s share capital are disclosed in note 23 of the Consolidated Financial Statements.

Rights and obligations attaching to shares

Voting in meetings of the Company

Voting at a general meeting shall be on a show of hands unless a poll is demanded. On a show of hands, every shareholder present

in person, and every proxy duly appointed by a shareholder shall have one vote. On a poll, every shareholder who is present in

person or by proxy shall have one vote for every share of which he or she is the holder.

No shareholder shall be entitled to vote at any general meeting or class meeting in respect of shares held by him or her if any call

or other sum then payable by him or her in respect of that share remains unpaid. Currently, all issued shares are fully paid.

Deadlines for voting rights

Full details of the deadlines for exercising voting rights in respect of the resolutions to be considered at the Annual General

Meeting to be held on 27 May 2026 are set out in the Notice of Meeting which accompanies this report.

Dividends and distributions

Subject to the provisions of the Companies Act 2006, the Company may, by ordinary resolution, declare a dividend to be paid

to shareholders, but no dividend shall exceed the amount recommended by the Board. The Board may pay interim dividends or

special dividends of such amounts, on such dates and in respect of such periods as the Board thinks fit. If in the opinion of the

Board the profits available for distribution justify such payments, the Board may declare and pay the fixed dividends on any class

of shares carrying a fixed dividend (if any). All dividends shall be apportioned and paid pro-rata according to the amounts paid up

on the shares.

Transfer of shares

Subject to the Articles, any shareholder may transfer all or any of his or her certified shares in writing by an instrument of transfer

in any usual form or in any other form which the Board may approve. The Board may, at its absolute discretion and without giving

any reasons, decline to register any instrument of transfer of a certified share which is not a fully paid share provided that, where

any such shares are admitted to the Official List of the Financial Conduct Authority, such discretion may not be exercised in such

a way as to prevent dealings in the shares of that class from taking place on an open and proper basis. The Board may decline to

recognise any instrument of transfer relating to shares in certificated form unless it is in respect of only one class of share and is

lodged (duly stamped) at the Company’s registered office or such other place as the Board have appointed accompanied by the

relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor or to

make the transfer (and, if the instrument of transfer is executed by some other person on his or her behalf, the authority of that

person so to do). In the case of a transfer of shares in certificated form a recognised clearing house or a nominee of a recognised

clearing house or of a recognised investment exchange the lodgement of share certificates will only be necessary if and to the

extent that certificates have been issued in respect of the shares in question. The Directors may also refuse to register an allotment

or transfer of shares (whether fully paid or not) in favour of more than four transferees. Subject to the Articles and the CREST Rules

(as defined in the Uncertificated Securities Regulations, as amended), and apart from any class of wholly dematerialised security,

the Board may permit any class of shares in the Company to be held in uncertificated form and, subject to the Articles, title to

uncertificated shares to be transferred by means of a relevant system.

Employee Share Trust

The Company operates an Employee Benefit Trust (‘EBT’) which is used to purchase Company shares in the market from time to

time and hold them for satisfying awards that vest under the Company’s various share incentive plans. The EBT, at 31 December

2025, holds 1,000,558 ordinary shares in the Company.

Change of control

Under the terms of the Company’s share option schemes, upon a change of control of the Company following a takeover bid, an

option holder shall be entitled to exercise the relevant option within a time period of not more than six months. This would allow

the exercise of awards subject to the discretion of the Remuneration Committee as to whether relevant performance conditions

have been sufficiently satisfied and any pro-rating to be applied. There are a small number of client contracts which include a

change of control clause in relation to the Group.

Amendment to the Articles

Amendments to the Articles may be made in accordance with the provisions of the Companies Act 2006 by way of a special

resolution in general meeting.

Appointment and replacement of Directors

Unless and until otherwise determined by ordinary resolution of the Company, Directors shall be no less than two (2) and no more

than ten (10) in number. Directors may be appointed by the Company by ordinary resolution or by the Board. The Board complies

with the 2024 Corporate Governance Code (the “Code”) provision on annual re-election of all directors. The appointment and

replacement of directors is governed by the company’s Articles of Association (the “Articles”), the Code, Companies Act 2006 and

other related legislation.

The Board may from time to time appoint one or more Directors to undertake such services for the Company that the Board may

decide and such persons (other than those who hold an executive office or are employees of the Company or any subsidiary) will

be entitled to be paid such fees as the Board will determine for their services to the Company as Directors but will not exceed

Directors’ Report

in aggregate the sum of £1,000,000 per annum (excluding bonus arrangements and incentive schemes of the Company) or such

greater sum as the Company in general meeting may determine.

Repurchase of own shares update

At the Annual General Meeting held on 28 May 2025 members renewed the authority under section 701 of the Companies Act 2006

to make market purchases on the London Stock Exchange of up to 5,568,138 ordinary shares of 7 1/3 pence each (representing

approximately 10% of the Company’s issued share capital at that time). A resolution to give the Directors further authority for the

Company to purchase its own shares is to be proposed at the forthcoming Annual General Meeting on 27 May 2026.

Details of the current share buyback programme are set out on page 131.

Significant contracts

There did not exist at any time during the year any contract involving the Company or any of its subsidiaries in which a Director

of the Company was or is materially interested or any contract which was either a contract of significance with a controlling

shareholder or a contract for the provision of service by a controlling shareholder. Related party transactions are disclosed on

page 135.

Treasury and foreign exchange

The Group maintains appropriate treasury policies and procedures, approved by the Board, to manage financial risk effectively.

The treasury function manages interest rates on both borrowings and cash and ensures that appropriate facilities are in place to

meet the Group’s strategic plans.

To mitigate and manage exchange rate risk arising from the Group’s Innovation Centre in Poland, the Group routinely enters into

forward contracts to cover monthly transactions with that part of the business. The Group also continues to monitor exchange

rate risk generally in respect of other foreign currency exposures.

To mitigate and manage interest rate risk, the Group maintains an interest rate hedge to manage exposure on borrowings. An

interest rate swap is used as a cash flow hedge of future interest payments, which has the effect of increasing the proportion of

fixed interest debt.

These treasury policies and procedures are regularly monitored and reviewed. It remains the Group’s policy not to undertake

speculative transactions that create exposures beyond those arising from normal trading activity.

See page 97 for further information on the Group’s management of financial risk.

Overseas subsidiaries and branches

Details of the Group’s subsidiaries, including those in overseas jurisdictions, are disclosed in Note 12 to the financial statements.

The Group also currently operates overseas branches in the following countries: Australia, Hong Kong, Ireland, Netherlands,

Singapore and Switzerland.

Section 172 statement

The Section 172 Statement is included in the Strategic Report on pages 11 to 12 and includes details of how the Directors have had

regard for the need to foster good business relationships with its shareholders and other key stakeholders.

Auditors and disclosure of information to auditor

As far as the Directors are aware, there is no relevant audit information (as defined by section 418(3) of the Companies Act 2006)

of which the Company’s auditors are unaware and each of the Directors has taken the steps that they ought to have taken as

Directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are

aware of that information.

RSM UK Audit LLP have indicated their willingness to continue as Auditor and their re-appointment has been approved by the

Audit Committee. Resolutions to re-appoint them and to authorise the Audit Committee to determine their remuneration will be

proposed at the 2026 Annual General Meeting.

Annual General Meeting

The forthcoming Annual General Meeting (“AGM”) will be held at 9.00 a.m. on Wednesday 27 May 2026 at the registered office

of Aptitude Software Group plc, 8th Floor, 138 Cheapside, London EC2V 6BJ. The Notice of the AGM contains the full text of

resolutions to be proposed. Shareholders are welcome to attend the meeting in person, however, we ask that you register your

intention to attend ahead of time so we can monitor numbers in readiness for the meeting.

To enable all shareholders to vote on all resolutions in proportion to their shareholding, voting at the 2026 AGM will be conducted

by way of a poll. Shareholders are strongly encouraged to vote ahead of the meeting regardless of whether they plan to attend

the AGM in person, to mitigate against the risk of disruptions such as train strikes. The Company will release the results of voting,

including proxy votes on each resolution, on its website after the AGM and announce them through a regulatory news service.

Shareholders are also invited to submit questions ahead of the AGM. Details of how you can submit questions and cast your

votes at the AGM are set out in the Notice of Meeting, which will be made available to shareholders by their chosen method of

communication and is also available on our website. Further details can be found in the notice convening the AGM.

By Order of the Board

Simon Kelly

Company Secretary

7 April 2026

Statement of Directors’ Responsibility

The Directors are responsible for preparing the Strategic Report and the Directors’ Report, the Directors’ Remuneration Report

and the Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare group and company financial statements for each financial year. The Directors

are required under company law and under the Listing Rules of the Financial Conduct Authority to prepare the Group Financial

Statements in accordance with UK-adopted International Accounting Standards. The Directors have elected under company law

to prepare the Company Financial Statements in accordance with UK-adopted International Accounting Standards.

The Group and Company Financial Statements are required by law and UK-adopted International Accounting Standards to present

fairly the financial position of the Group and the Company and the financial performance of the Group. The Companies Act 2006

provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a

true and fair view are references to their achieving a fair presentation.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair

view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.

In preparing each of the Group and Company financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether they have been prepared in accordance with UK-adopted International Accounting Standards; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company

will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and

Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and

enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act

2006. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

Directors’ confirmations

The Directors consider that the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders to assess the Group and Company’s position and performance, business

model and strategy.

Each of the Directors, whose names and functions are listed in the Directors and Advisers section, confirm that, to the best of each

person’s knowledge:

• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair

view of the assets, liabilities, financial position and profit and losses of the Company and the undertakings included in the

consolidation taken as a whole; and

• the Directors’ Report contained in the Annual Report includes a fair review of the development and performance of the

business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with

a description of the principal risks and uncertainties that they face.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the

Aptitude Software Group plc website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation

in other jurisdictions.

By Order of the Board on 7 April 2026.

Simon Kelly

Company Secretary

Independent Auditor’s Report

to the members of Aptitude Software Group plc

to the members of Aptitude

Software Group plc

Independent Auditor’s Report

Opinion

We have audited the financial statements of Aptitude Software Group plc (the ‘parent company’) and its subsidiaries (the

‘group’) for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Statement of

Comprehensive Income, Consolidated and Company Balance Sheets, Consolidated Statement of Changes in Shareholders’ Equity,

Company Statement of Changes in Shareholders’ Equity, Consolidated and Company Statements of Cash Flows and notes to

the financial statements, including significant accounting policies. The financial reporting framework that has been applied in

the preparation of the group financial statements is applicable law and UK-adopted International Accounting Standards. The

financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable

law and UK-adopted International Accounting Standards and, as regards the parent company financial statements, as applied in

accordance with the provisions of the Companies Act 2006.

In our opinion:

• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31

December 2025 and of the group’s profit for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted International Accounting

Standards;

• the parent company financial statements have been properly prepared in accordance with UK-adopted International

Accounting Standards and as applied in accordance with the Companies Act 2006; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements

section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest

entities and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Summary of our audit approach

Key audit matters Group

• Revenue recognition

Parent Company

• None

Materiality Group

• Overall materiality: £404,000 (2024: £436,000)

• Performance materiality: £303,000 (2024: £327,000)

Parent Company

• Overall materiality: £403,000 (2024: £435,000)

• Performance materiality: £302,000 (2024: £326,000)

Scope Our audit procedures covered 100% of revenue, 100% of total assets and 100% of profit before

tax.

Independent Auditor’s Report

to the members of Aptitude Software Group plc

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group and

parent company financial statements of the current period and include the most significant assessed risks of material misstatement

(whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the

allocation of resources in the audit and directing the efforts of the engagement team. These matters were addressed in the

context of our audit of the group and parent company financial statements as a whole, and in forming our opinion thereon, and

we do not provide a separate opinion on these matters.

Revenue recognition

Key audit matter description The group’s key revenue recognition policies are set out on pages 88 to 92 of the financial

statements and the critical accounting judgements and estimates relating to revenue recognition

are set out on page 102.

Software licence, subscription and maintenance revenue

A significant risk has been identified in relation to the involvement of significant management

judgements and estimates in the recognition of licence, subscription and maintenance revenues.

The key judgements and estimates are:

• Assessment of licence, subscription and maintenance as a single performance obligation;

• Assessment of implementation and solutions management services as separate performance

obligations;

• Recognition of revenue over time based on the input of consistent development activity;

and

• The revenue constraint applied before the go-live date due to customer-specific

circumstances.

Software implementation and services revenue

A significant risk has been identified in respect of implementation revenues, owing to the

degree to which management estimates impact the revenue recognition and the incentives to

manipulate revenue. This is specifically in relation to the assessment of the stage of completion

as represented by time costs incurred and estimates of costs yet to be incurred. The proportion

of the contract fulfilled drives the right to recognise revenue and therefore estimation of the

time required subsequent to the year end to deliver and complete the services to customer

expectations is critical to revenue recognition.

How the matter was

addressed in the audit

Our audit work included but was not restricted to:

• Obtaining an understanding of the processes and controls around revenue recognition;

• Reviewing the group’s revenue recognition policy, including supporting accounting papers, to

assess whether performance obligations have been appropriately identified and recognised

in line with IFRS 15;

• Challenging and assessing key management judgements that impact the recognition of

revenue in the period; and

• Auditing the disclosures in the financial statements and evaluating whether the policy for

revenue recognition is appropriately explained and critical judgements and key sources of

estimation uncertainty are appropriately disclosed.

Specifically for software licence, subscription and maintenance revenue, our audit work included

but was not restricted to:

• Auditing the IFRS 15 revenue calculations, including confirming the methodology applied is

in line with the group’s revenue recognition policy;

• Agreeing inputs to the IFRS 15 calculations to signed customer contracts, recalculating the

expected revenue based on management’s IFRS 15 judgements and estimates and comparing

to the actual revenue recognised;

• Verifying the assessment of continuous development activity through the input method

using staff allocation data and forecasts to review the level of development across the year;

• Holding discussions with project managers regarding the key assumptions and judgements

regarding continuous development activity and the pre “go-live” risks related to the

constraints model;

• Reviewing any contract cancellations to assess the appropriateness of limiting revenue

recognised to invoiced amounts pre “go-live” date and testing the application of the revenue

recognition constraints to contracts in the period; and

• Performing completeness checks by reviewing a list of approved contracts from the contracts

sales and management system and checking revenue has been recognised for all active

contracts in the year, in line with the revenue recognition policy.

Specifically for software implementation and services revenue, our audit work included but was

not restricted to:

• Testing the controls over the approval of timesheet reports and approval of invoices

(including agreement to customer-signed Statement of Works where appropriate) prior to

billing;

• Verifying revenue recognised in the period to Statement of Works, supporting agreements,

sales invoices and employee timesheet data where applicable;

• Testing the completeness and accuracy of timesheet and budget data which drives invoicing;

• Testing the completeness and accuracy of revenue deferred based on management’s

estimate of additional effort required to satisfy certain contractual obligations without

incremental charge, and challenging management’s estimates on specific projects; and

• Completing targeted testing procedures for revenue recognised around the reporting date

through review of timesheet data reconciled to customer invoices and accrued revenue

adjustments.

Key observations Details of the key judgements and estimates applied in respect of revenue recognition are

disclosed in “Critical accounting estimates and judgements” section of the Accounting Policies

included in the financial statements. Based on the results of the audit procedures outlined above,

we have no key observations to report.

Independent Auditor’s Report

to the members of Aptitude Software Group plc

Our application of materiality

When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent

of our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements

as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the

size of the misstatements. Based on our professional judgement, we determined materiality as follows:

Group Parent company

Overall materiality £404,000 (2024: £436,000) £403,000 (2024: £435,000)

Basis for determining

overall materiality

4.8% of operating profit adjusted to exclude

the amortisation charged in the year to align

with the adjusted operating profit highlighted

by management to users of the financial

statements.

1% of net assets, capped at group materiality.

Rationale for benchmark

applied

As a listed entity, a profit-driven figure is

considered the most appropriate benchmark

for users of the financial statements.

Net assets is considered to be the most

appropriate benchmark for the parent

company as it is primarily a holding company.

Performance materiality £303,000 (2024: £327,000) £302,000 (2024: £326,000)

Basis for determining

performance materiality

75% of overall materiality 75% of overall materiality

Reporting of misstatements

to the Audit Committee

Misstatements in excess of £20,200 and

misstatements below that threshold that, in

our view, warranted reporting on qualitative

grounds.

Misstatements in excess of £20,100 and

misstatements below that threshold that, in

our view, warranted reporting on qualitative

grounds.

An overview of the scope of our audit

The group consists of 8 legal entities, located in the following countries:

• United Kingdom

• United States

• Poland

• Canada

• Singapore

Although the structure of the group is made up of a number of legal entities, we have assessed that the group is a single component

for the purposes of our audit because financial information is presented to management and the Board on a consolidated basis

and the group’s financial statements report a single segment and do not disclose any specific divisional information. The group’s

principal activity is consistent across all locations with a commonality of operations and there is operational interdependence

across the group.

Full scope audit procedures were applied to the group as a whole and therefore our audit approach covers 100% of profit before

tax, revenue and total assets. All audit work was completed by the group audit team and no component auditors were used in

our audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent

company’s ability to continue to adopt the going concern basis of accounting included:

• Checking the arithmetic accuracy of the forecasts that form the basis of the Directors’ going concern assessment and viability

statement;

• Assessing the appropriateness of the period used for the viability statement;

• Corroborating the cash balances used as the starting point for the forecasts by confirming to bank confirmations;

• Challenging management’s forecasts and comparing the 2026 budget to YTD results and order book;

• Assessing covenant compliance within the period and agreeing that management forecasts and viability statement data is

compliant with covenant requirements;

• Assessing the assumptions made in management’s stress-testing and reviewing contingency planning;

• Completing further sensitivity analysis and stress-testing; and

• Auditing the disclosures in the financial statements in respect of going concern and viability.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the group’s or the parent company’s ability to continue as a going

concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the entity reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add

or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it

appropriate to adopt the going concern basis of accounting.

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

of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our

auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion

on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives

rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the

Companies Act 2006.

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

• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

Independent Auditor’s Report

to the members of Aptitude Software Group plc

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the

course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report

to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been

received from branches not visited by us; or

• the parent company financial statements and the part of the directors’ remuneration report to be audited are not in

agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Corporate governance statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code

specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:

• Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on pages 27 to 28;

• Directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why the period

is appropriate set out on page 27;

• Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and

meets its liabilities set out on page 28;

• Directors’ statement on fair, balanced and understandable set out on page 44;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 24 to 26;

• Section of the annual report that describes the review of effectiveness of risk management and internal control systems set

out on pages 40 and 41; and,

• Section describing the work of the audit committee set out on pages 39 to 44.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 72, the directors are responsible for the

preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as

the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

The extent to which the audit was considered capable of detecting irregularities, including

fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient

appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of

material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-

compliance with other laws and regulations that may have a material effect on the financial statements, and to respond

appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial

statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement

due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected

fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the

entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection

of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement

team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the

group and parent company operate in and how the group and parent company are complying with the legal and regulatory

frameworks;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of

irregularities, including any known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how

and where the financial statements may be susceptible to fraud.

The most significant laws and regulations were determined as follows:

Legislation /

Regulation

Additional audit procedures performed by the Group audit

engagement team included:

UK-adopted IAS and

Companies Act 2006

• Review of the financial statement disclosures and testing to supporting documentation.

• Completion of disclosure checklists to identify areas of non-compliance.

Tax compliance

regulations

• Inspection of advice received from internal / external tax advisors.

• Consultation with a tax specialist regarding the approach taken to the audit of tax.

• Consideration of whether any matter identified during the audit required reporting to an

appropriate authority outside the entity.

Independent Auditor’s Report

to the members of Aptitude Software Group plc

The areas that we identified as being susceptible to material misstatement due to fraud were:

Risk Audit procedures performed by the audit engagement team:

Revenue recognition • The audit procedures performed in relation to revenue recognition are documented in the

key audit matters section of our audit report.

Management override of

controls

• Testing the appropriateness of journal entries and other adjustments;

• Assessing whether the judgements made in making accounting estimates are indicative of a

potential bias; and

• Evaluating the business rationale of any significant transactions that are unusual or outside

the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s

website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by management in September 2021 to audit the

financial statements for the year ending 31 December 2021 and subsequent financial periods.

The period of total uninterrupted consecutive appointments is 5 years, covering the years ending 31 December 2021 to 31

December 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we

remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee in accordance with ISAs (UK).

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to

state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for

the opinions we have formed.

In due course, as required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rules, these financial

statements will form part of the Annual Financial Report prepared in Extensible Hypertext Markup Language (XHTML) format and

filed on the National Storage Mechanism of the UK FCA. This auditor’s report provides no assurance over whether the annual

financial report has been prepared in XHTML format.

GRAHAM RICKETTS (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Statutory Auditor

Chartered Accountants

25 Farringdon Street

London

EC4A 4AB

Date: 7 April 2026

Notes to the Consolidated

Financial Statements

ACCOUNTING POLICIES

General information

The Company is a public company limited by shares and incorporated and domiciled in England and Wales.

The Group consolidated financial statements were authorised for issue by the Board of Directors on 7 April 2026.

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These

policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The consolidated and parent financial statements of Aptitude Software Group plc have been prepared in accordance with UK-

adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the disclosure

guidance and transparency rules sourcebook of the United Kingdom’s Financial Conduct Authority. The consolidated and parent

financial statements have been prepared under the historical cost basis, as modified by the revaluation of financial assets and

financial liabilities (including derivatives) which are recognised at fair value.

The presentation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also

requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving

a higher degree of judgement or complexity, or where assumptions and estimates are significant to the consolidated and parent

financial statements are disclosed on pages 102 to 104.

Amounts presented have been disclosed to the nearest £’000 unless otherwise stated.

Going Concern

After reviewing the Group’s forecasts and projections, the Directors have a reasonable expectation that the Group has adequate

resources to continue in operational existence for the foreseeable future. The Directors have prepared forecasts for going concern

which show that the Group will have sufficient cash to operate and meet their operating liabilities as and when they fall due for a

period of at least 12 months from the date of approval of these financial statements. The Group therefore continues to adopt the

going concern basis in preparing its financial statements. Information used to make this decision is detailed below.

A scenario testing exercise was performed for the period covered by the going concern forecast, including considering

management’s base case forecast and an extreme downside scenario where no new customers were won, which is far more

pessimistic than current situations may suggest. In all scenarios Aptitude remains comfortably profitable and cash generative in

the years under review. Financial performance in 2026 is not expected to be materially different from current year levels due to the

long-range revenue visibility achieved through the recurring revenue business model. These recurring revenues, representing over

83% of total revenue, are resilient given the nature of the Group’s enterprise applications which are typically heavily integrated

and central to clients’ mission-critical long-term financial reporting and subscription management processes, underpinned by

minimum contractual terms of up to six years at inception.

The Directors are reassured that the Group is financially robust benefitting from a cash balance at 31 December 2025 of £29.6 million

and net funds of £21.2 million. Additionally, the Group is cash generative and profitable, reporting Adjusted Operating Profit in the

year of £10.0 million. See page 1 for definitions of how these metrics are calculated.

Supplementing these strengths, Aptitude benefits from a diverse client base, across multiple geographies and industries.

The business benefits from a recurring revenue model in which software licence and subscription fees are typically received

annually in advance.

Changes in Accounting policy and disclosures

(a) New standards, interpretations and amendments effective from 1 January 2025

The Group has applied the following new standards, amendments and interpretations for the first time for their annual

reporting period commencing 1 January 2025:

• Amendments to IAS 21 Lack of Exchangeability

The adoption of these standards did not have a material impact on the Group’s consolidated financial statements.

Notes to the Consolidated

Financial Statements

(b) New standards and interpretations that have not been early adopted

The following standard has been issued but is not yet effective and has not been early adopted by the Group:

• IFRS 18 Presentation and Disclosure in Financial Statements (effective for accounting periods beginning on or after

1 January 2027)

IFRS 18 will replace IAS 1 and introduce new requirements for the presentation of the statement of profit or loss, including

defined subtotals and enhanced disclosure requirements for management-defined performance measures.

The Group is currently assessing the impact of IFRS 18. While it is not expected to affect the recognition or measurement

of items in the financial statements, it is expected to result in changes to the presentation and disclosure of the Group’s

financial performance.

No other standards, amendments or interpretations issued but not yet effective are expected to have a material impact on

the Group’s consolidated financial statements.

Basis of consolidation

The financial statements of the Group comprise the financial statements of the Company, Aptitude Software Group plc and its

subsidiary undertakings (“subsidiaries”) prepared at the consolidated statement of financial position date.

Subsidiaries are entities controlled by the Group. The Group has control over an entity where the Group is exposed to, or has

rights to, variable returns from its involvement with the entity and it has the power over the entity to effect those returns. The

existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing control.

The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern

the financial and operating policies by virtue of de-facto control. De-facto control may arise in circumstances where the size

and dispersion of holdings of other shareholders give the Group the power to govern the financial and operating activities. The

results of subsidiaries are consolidated from the date on which control passes to the Group. Results of disposed subsidiaries are

consolidated up to the date on which control passes from the Group.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition

is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of

exchange Identifiable assets and liabilities and contingent liabilities assumed in a business combination are measured initially at

their fair values at acquisition date, irrespective of the extent of any minority interest. The excess of cost of acquisition over the

fair value of the Group’s share of the identifiable net assets is recorded as goodwill.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits

and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of the

subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Revenue recognition

Revenue comprises the transaction price, being the amount of consideration the Group expects to be entitled to in exchange for

transferring promised goods or services to a customer in the ordinary course of the Group’s activities. Revenue is shown net of

value-added tax, returns, rebates and discounts and after eliminating sales within the Group.

The Group derives its revenues from the following categories:

– software based activity relating to the Group’s intellectual property (comprising software licences, maintenance, support,

software subscription fees, financial transactions, usage fees along with funded development and related consultancy);

and

– general consultancy services.

The Group recognises revenue from each of these categories as follows:

Software based activity

Software licence, software subscription and maintenance fees

The Group licences its software on an Annual Licence Fee, Initial Licence Fee or Perpetual Licence Fee basis. The Group also has

a number of Software-as-a-Service offerings with software subscription fees being recognised in the same manner as Annual

Licence Fees.

Within the policy, the Group references three distinct periods which drives the method by which these revenues are recognised,

being the initial contractual term, the auto-renewal period and the optimisation period. These periods and the relationship

between them is outlined below:

– Initial contractual term – The period over which the transaction price for each contract is recognised.

– Auto renewal period – On conclusion of the initial contractual term, customers enter into auto renewal periods which

are typically twelve months in length. Under the terms of the contract the customer has no material right to enter into

these renewal periods which consequently have been determined as representing a new contract under IFRS 15.

– Optimisation period – The period assessed by management on inception of the contract over which the revenues are

recognised, representing the duration of time during which the most significant optimisation and functional enhancement

of the software is undertaken. Where this period is greater in length than the initial term of the contract, the revenues

recognised across the contractual term are capped at the total value of the contract.

Assessment of performance obligations

On inception of each contract, the Group assesses whether ongoing contractual obligations, charged as software maintenance,

represent a separately distinct performance obligation and promise from either the licence or subscription fees. If not distinct, the

software licence and maintenance fees form part of a combined performance obligation. If the licence/subscription is distinct it is

recognised separately from the other performance obligations at the time of the delivery of the licenced software.

In assessing whether a licence is distinct from the software maintenance, the Group considers the scope of maintenance services

being provided which extends to the significant continuing requirement to:

– optimise functionality within the software;

– optimise performance of the software; and

– provide technical and functional enhancements to ensure continued user regulatory compliance.

For all existing contracts, it is determined that the software licence/subscription and maintenance fees form part of a combined

performance obligation. The transaction price agreed in the licence and maintenance contract is therefore allocated in full to this

combined performance obligation with the selling price determined by way of the fixed annual licence or subscription fees paid

annually in advance.

How the combined performance obligation is recognized

Where the software licence, subscription and maintenance fees meet the criteria of a combined performance obligation, the

Group determines for each contract the most appropriate method of recognising revenue. This assessment was completed with

reference to paragraph 35 of IFRS 15, in which it was determined that the criteria within Paragraph 35(a) had been met in respect

of recognising the combined performance obligation over time. This is through the customer simultaneously receiving the benefit

of accessing and utilising the software from inception of the contract across the period due to the need for the software to adapt

over time to the changing needs of the client and complexities of the regulatory environment.

Method of revenue recognition in respect of the performance obligations

In determining the most accurate measure of recognising revenue, the business concluded that this should be done in line with

the development activity related to the relevant product. This development activity incorporates the effort incurred in optimising

both the functionality and performance of the software whilst providing technical and functional enhancements.

Measurement of the development activity is completed by way of the input method, with management providing an initial estimate

of the overall expected development hours to be incurred across the contract period. This estimate is then reviewed against actual

hours incurred at the end of each reporting period. Once the Group concludes on the revenue recognition profile, the business

determines on a contract by contract basis the period over which the revenues are recognised. This period is defined as the

optimisation period and represents the duration of time assessed by management during which the most significant optimisation

and functional enhancement of the software is undertaken.

For both periods presented, all contracts assessed were considered to have a consistent development activity based on

management’s assessment of the overall development hours expected to be incurred across the optimisation period. This

assessment was supported by the review against actual hours incurred at the end of each reporting period.

Notes to the Consolidated

Financial Statements

Revenue recognition constraint

Given the highly specialised nature of the software and demands of the customer, the implementation of this software (provided

through a separate statement of work) is complex and frequently involves multi-phase roll outs which identify new requirements

over an extended period of time. Consequently, the period prior to the successful integration of the Group’s application with

the customer’s system (or Go-Live date), provides enhanced levels of contractual risk for the Group in respect of the licence and

maintenance agreement. Under the terms of the contract, both parties have enforceable rights and obligations to terminate over

the length of the agreement to the extent that the implementation of the software is not feasible.

Consequently, during the period from the Group initially licencing its software to the product being deployed into a live client

environment, an ongoing assessment is performed by management on a contract by contract basis to determine if sufficient

challenges exist that would cast doubt over future economic benefits being realised by the business. Where such challenges exist,

the revenue recognised across the period is constrained to the value of any amount invoiced and paid prior to the end of the

reporting date, with this being assessed as the consideration during the period up to deployment. Once the software is deployed,

the amount of revenue recognised is adjusted so that it is proportional to the Group’s development effort to date against the total

expected development hours to be incurred across the contract period.

Revenue recognition where the optimisation period is longer than initial term of the contract

Where the optimisation period for a client is assessed by management as being greater than the initial term of the contract, being

the minimum term of the signed contract before auto renewal, the revenues recognised across the initial term are equal to the

total value of the contract.

Entry into auto-renewal periods during the optimisation period

Where a client’s initial contract term is shorter than the optimisation period assessed by management, the client will enter auto

renewal periods. Per IFRS 15, the Group has concluded that the entry into each auto renewal period represents a new contract due

to the customer having no material right under the terms of the contract to enter into these renewal periods.

Consequently, an assessment of whether the licence and maintenance services still represent a combined performance obligation

is performed.

In assessing whether a licence is distinct from the software maintenance, the Group determined that the scope of maintenance

services being provided aligns with the assessment made on inception of the contract and therefore all existing contracts continue

to form part of a combined performance obligation.

On completion of this assessment, the Group has determined that the development activity should continue to be utilised as the

most appropriate method of recognising revenue across the auto-renewal period.

Entry into auto-renewal periods post optimisation period

The transfer of the combined performance obligation is considered complete once the optimisation period concludes at which

point all clients have entered their auto renewal period. Per IFRS 15, the Group has concluded that the entry into each auto

renewal period represents a new contract under which an assessment of whether the licence and maintenance services still

represent a combined performance obligation is performed. This conclusion was underpinned by the customer having no material

right under the terms of the contract to enter into these renewal periods.

In assessing whether the licence is distinct from the software maintenance, the Group considers the following:

– the level of interrelation between the software licence and services provided;

– the continuing requirements of the client to receive highly functioning, serviced software; and

– the contractual terms and conditions set out in the annual renewal period and whether they are consistent with the

initial term

For both the current and prior year, the Group has determined that the licence and maintenance services for all existing contracts

entering their auto renewal period post optimisation period still represent a combined performance obligation.

On completion of this assessment, the Group determines for each contract the most appropriate revenue recognition method and

has concluded that the development activity related to the relevant product should continue to be utilised.

The annual licence and subscription fee is then recognised across the auto renewal period based on the application of this method.

In all current cases, the development activity is determined to be consistent across the auto-renewal period in accordance with

paragraph B18 of IFRS 15.

Product specific consultancy (implementation services)

Consultancy services which relate to a project which includes the Group’s software is contracted for on either a time and materials

basis or fixed priced basis and represents a distinct performance obligation from the software licence, software subscription and

maintenance fees. Time and materials consultancy is recognised in the period it is performed in. Fixed price or shared risk work

is recognised on a percentage completion basis of the remaining unbilled milestones. The percentage completed is determined

with reference to effort incurred to date and effort required to complete the development or consultancy. This method, used to

calculate revenue recognition, is appropriate on the basis that the services are transferred to the customer as the development

or consultancy work occurs.

For any contract involving a client licencing one of the Group’s products, an assessment is made by management at the year-end

of the expected amount of any additional consultancy effort to be provided to satisfy certain contractual obligations without

incremental charge. Where such effort is anticipated, an accompanying deferral is calculated based on the value of this time if

charged to the client and is recognised through the deferral of revenues.

Financial transactions and usage fees

Financial transactions and usage fees are billed to clients utilising the e-Suite software on a monthly basis based on a per transaction

fee. The volume of transactions generated each month is driven wholly by the client, with no minimum commitment fee in place.

Revenue generated from financial transaction and usage contracts is therefore recognised in the month they arise.

Assure (previously Solution management services)

Assure goes beyond the Group’s software maintenance services to include services typically performed by the clients’ own IT

teams, including for example, the monitoring of system performance, user administration and release management. The client

will commit to a monthly, quarterly or annual fee that covers an agreed level of services. Revenue from Assure is recognised on a

straight-line basis over the period of the services being provided.

Support fees

Support fees are billed to clients where the Group’s software is licensed by a client and that client contracts with the Group for

support relating to the solution. The client will commit to a minimum monthly, quarterly or annual fee that covers an agreed level

of support and then agrees additional fees for support used over and above the minimum commitment. Revenue from support

contracts are recognised as the fees are earned.

Funded development

Where customers wish to accelerate the product development, the Group undertakes funded development work. Revenue for

funded development work is recognised on a percentage completed basis after deferring a proportion of the revenue to cover

the resolution of any issues arising after the enhancement has been delivered to the customer. The percentage completed is

determined with reference to effort required to complete the development. Once the enhancement has been accepted by the

customer the deferred portion of the revenue is recognised.

Commissions

Software sales commission costs meet the definition under IFRS 15 of incremental costs of obtaining a contract. As a result, an

asset is recognised at inception of the contract for the total value of commissions payable which will typically be amortised across

the optimisation period, this being the period assessed by management over which significant modification and optimisation is

required in respect of each client.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to key decision makers. These

decision makers are responsible for allocating resources and assessing performance of the operating segments. The primary

segmental reporting is by operating segment, the Group operates only one segment, this being the Aptitude business. The chief

operational decision maker for the segment is Alex Curran (Chief Executive Officer).

Non-underlying items

Non-underlying items are significant items of income or expense which are disclosed and described separately in the accounts

where it is necessary to do so in order to provide a better understanding of the financial performance of the Group. These

items include the costs of acquiring a Group subsidiary, post-acquisition and group restructuring costs, and the amortisation of

acquisition intangibles.

Notes to the Consolidated

Financial Statements

Property, plant and equipment including right-of-use assets

Property, plant and equipment is shown at historic purchase cost less accumulated depreciation and adjusted for any impairment.

Right-of-use assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that

the Group will obtain ownership by the end of the lease term, full details of the initial recognition and ongoing measurement of

these assets is provided within the leasing policy note on pages 94 to 95. Land is not depreciated. Costs include expenditure that

is directly attributable to the acquisition of the items.

Depreciation is provided on assets so as to write off the cost of property, plant and equipment less their residual value over their

estimated useful economic lives by equal annual instalments at the following rates.

Leasehold improvements 10 – 20 per cent (or the life of the lease if shorter)

Plant and machinery 10 – 50 per cent

Fixtures and fittings 10 – 20 per cent

Estimation of the useful economic life includes an assessment of the expected rate of technological developments and the intensity

at which the assets are expected to be used.

The assets’ residual values and useful economic lives are reviewed, and adjusted if appropriate, at each balance sheet date.

Goodwill

Goodwill arising on consolidation represents the excess of the fair value of the consideration given over the fair value of the

identifiable net assets acquired. Goodwill is capitalised on the balance sheet and subject to an annual impairment test. The

carrying value of goodwill is cost less accumulated impairment. Goodwill is allocated to cash generating units for the purpose

of impairment testing. The allocation is made to those cash generating units that are expected to benefit from the business

combinations in which the goodwill arose. The Group is currently treated as a single CGU. Impairment reviews are carried out by

the Board at least annually. Impairments to goodwill are charged the income statement in the period in which they arise.

Intangible assets

Research and Development (“R&D”)

Research expenditure is expensed to the income statement as incurred. Costs incurred on internal development projects relating

to new or substantially improved products are recognised as intangible assets from the date upon which all IAS 38 criteria have

been satisfied.

In assessing the IAS 38 criteria it is considered that because of the challenges presented by the complexity of underlying software

development issues and the competitive nature of the markets in which we operate, the technical feasibility and future probability

of development has only been satisfied once the product is deployed into a live customer environment. Accordingly development

costs have not been capitalised. The Group however continues to assess the eligibility of development costs for capitalisation on

a project-by-project basis.

Costs which are incurred after the general release of internally generated software, or costs which are incurred in order to enhance

existing products by way of minor or major upgrades, or other changes in software functionality, do not satisfy the criteria in order

to capitalise. Such expenditure is therefore recognised as an expense in the period in which they are incurred and included within

research and development expense in the income statement.

Externally acquired software intellectual property rights

Rights in externally acquired software assets are capitalised at cost and amortised over their estimated useful economic life.

Useful economic life is assessed on an individual basis.

Software Intellectual Property Rights

Software Intellectual Property Rights (“IPR”) is recognised only on acquisition. The fair value is derived based on time spent on

the project at an average daily cost rate. The carrying value is stated at fair value at acquisition less accumulated amortisation and

impairment losses. The useful economic life is assessed on an individual basis. Amortisation is charged on a straight line basis over

the estimated useful economic life of the assets.

Customer relationships

Client relationships are recognised only on acquisition. The fair value in respect of the Revstream acquisition was derived based

on discounted cash flows from estimated recurring revenue streams. The fair value in respect of the MPP Global acquisition

was derived based on the value of customer related assets based on future cash flows should those assets be replaced. The

carrying value is stated at fair value at acquisition less accumulated amortisation and impairment losses. The useful economic life

is assessed on an individual basis. Amortisation is charged on a straight line basis over the estimated economic useful life of the

assets. For details about amortisation methods and periods used by the Group for intangible assets see note 11.

Interest income and expense

Interest is recognised using the effective interest method.

Impairment of non-financial assets

Assets that have an indefinite useful economic life are not subject to amortisation and are tested annually for impairment and

whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets that are subject

to amortisation are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not

be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of

assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Non-financial

assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting

date. Any impairment of goodwill is not reversed.

Investments

Investments in subsidiaries are stated in the financial statements of the Company at cost less any provision for impairment.

Cash and cash equivalents

Cash is defined as cash in hand and on demand deposits. Cash equivalents are defined as short term, highly liquid investments with

original maturities of three months or less.

Share-based payments

The Group operates share-based compensation plans that are equity settled. The fair value of the employee services received in

exchange for the grant of the options is recognised as an expense in the Group income statement over the vesting period with

a corresponding adjustment to equity. The expense for options granted is included within operating costs. The charge taken to

the Company income statement reflects only those options granted to employees of the Company with the remainder granted to

employees employed under subsidiary companies. These options are treated in a similar manner to capital contributions with an

addition to investments.

The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted,

excluding the impact of any non-market vesting conditions.

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable.

At each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable.

It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment

to equity.

For market-based conditions, there is no re-measurement at subsequent reporting dates. Therefore, once determined, the

accounting expense will not be reduced if the performance target is not met and awards do not vest.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share

premium when the options are exercised.

Where the options granted have market based vesting conditions attached, the Group utilises the Monte Carlo pricing model. For

all other option grants the Black Scholes pricing model is applied.

Further details on the Group’s share based compensation plans are provided in note 30.

Notes to the Consolidated

Financial Statements

Foreign currency

Items included within the financial statements of each of the Group’s entities are measured using the currency of the primary

economic environment in which the entity operates. The consolidated financial statements are presented in sterling, which is the

Group’s presentational currency.

Foreign transactions are translated into the functional currency at the exchange rate ruling when the transaction is entered

into. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end

exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

On consolidation, the balance sheet of each overseas subsidiary is translated at the closing rate at the date of the balance sheet,

and the income and expenses for each income statement are translated at the average exchange rate for the period subject

to revenue from overseas subsidiaries’ quarterly, half yearly or annual invoices for Annual Licence Fees or Maintenance being

recognised at the exchange rate at the point of invoicing. Exchange gains and losses arising thereon are recognised as a separate

component of equity. The main overseas balance sheets requiring translation are denominated in US Dollar, Singapore Dollar,

Polish Zloty and Canadian Dollar.

Exchange differences arising from the translation of the net investment in foreign subsidiaries are taken to shareholders’ equity

on consolidation. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of

the gain or loss on sale.

Pensions

The Group operates defined contribution retirement benefit plans in respect of its UK employees and for employees in certain

overseas territories. Employee and employer contributions are based on basic earnings for the current year. The schemes are

funded by payments to trustee-administered funds completely independent of the Group’s finances. The expense is recognised

on a monthly basis as accrued. The Group has no further payment obligations once the contributions have been paid.

Tax incentive schemes

Entities within the Group are entitled to claim special tax deductions in relation to qualifying research and development expenditure.

The Group accounts for such allowances as tax credits, which means that the allowance reduces income tax payable and current

tax expense. A deferred tax asset is recognised for unclaimed tax credits that are carried forward as deferred tax assets.

Current and deferred income tax

The charge for current tax is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is

calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not

accounted for, if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at

the time of the transaction affects neither accounting nor taxable profit and loss.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance

sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability

is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the

temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the

timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will

not reverse in the foreseeable future.

Trade and other receivables

Trade and other receivables are recognised initially at transaction price and to the extent that it is deemed necessary are

subsequently measured at amortised cost using the effective interest method, less provision for impairment. The Group assesses

impairment on a forward-looking basis using the expected credit loss method and has applied the simplified approach which

permits the use of the lifetime expected loss provision for all trade and other receivables.

The amount of any provision is recognised in the income statement within other operating cost.

Prepayments are amortised and expensed over the period they relate to, using the straight line method unless another method

better reflects the pattern of consumption. Management periodically review and reassess the recognition period to align with the

substance of the transactions.

Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest

method. Trade payables are generally settled on 30 day terms.

Leasing

At inception of a contract, the Group assesses whether a contract is, or contains a lease. A contract is, or contains a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess

whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

• The contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically

distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive

substitution right, then the asset is not identified;

• The Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period

of use; and

• The Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights

that are most relevant to changing how and for what purposes the asset is used. In rare cases where all the decisions

about how and for what purpose the asset is used are predetermined, the Group has the right to direct the use of the

asset if either:

– The Group has the right to operate the asset; or

– The Group designed the asset in a way that predetermines how and for what purpose it will be used.

On lease commencement date, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is initially

measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the

commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of

the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful life of the right-of-use asset

is periodically reviewed and if applicable, adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental

borrowing rate adjusted for lease specific and asset specific terms where required. Generally, the Group uses its incremental

borrowing rate as the discount rate adjusted for lease specific and asset specific terms where required.

Lease payments included in the measurement of the lease liability comprise:

– Fixed payments, including in-substance fixed payments;

– Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date; and

– Lease payments in an option renewal period if the Group is reasonably certain to exercise an extension option, and

penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at the present value of the future minimum lease payments discounted at the incremental rate of

borrowing. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if the

Group changes its assessment of whether it will exercise an extension or termination option.

Where the Group leases properties with no defined lease term, management have made an estimate of the remaining lease term

on commencement date based on their view of the business needs. The lease liability is then remeasured if circumstances arise

which change management’s perception of the remaining lease term and subsequent future lease payments.

If the contract includes options to break or terminate the lease which are at the right of the lessor, the Group measures the term

based on expectation that these will lapse unless it has been made aware at the time of adoption. If subsequently the lessor

decides to exercise these options, the lease liability is then remeasured due to the change in future lease payments.

Notes to the Consolidated

Financial Statements

When the lease liability is remeasured in the above circumstances, a corresponding adjustment is made to the carrying value of

the right-of-use asset, or is recorded in the profit or loss if the carrying value of the right-of-use asset has been reduced to zero.

Where the Group has a legal obligation for future expenditure in relation to onerous lease properties which are either vacant or

being sublet, the right-of-use asset is adjusted by the present value of management’s best estimate of the expenditure required

to settle the present obligation. The discount rate used to determine the present value reflects current market assessments of the

time value of money and the risks specific to the lease agreement.

The Group presents right-of-use assets within “property, plant and equipment” and lease liabilities in “capital lease obligations”.

Short term lease and leases of low-value assets

The Group has elected to take the exemption not to recognise right-of-use assets and lease liabilities for short-term leases that

have a lease term of 12 months or less and leases of low-value assets. The Group defines leases of low-value assets as being any

lease agreement where the total value of payments made across the lease term is less than £5,000.

The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are

shown in equity as a deduction, net of tax, from the proceeds.

Provisions

Provisions are created on the Group’s leased properties where it has a legal obligation to return them to their fair condition at

the end of their respective lease terms. The provision is measured at the present value of management’s best estimate of the

future expected repair costs required at the balance sheet date. The discount rate used to determine the present value reflects

the current market assessments of the time value of money and the risks specific to the liability.

Dividend distribution

Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in

which the dividends are approved by the Company’s shareholders or in respect of interim dividends when they are paid.

Dividend income

Dividend income to the Company received from subsidiary investments is recognised in the Company income statement in the

period in which it is paid.

Derivative financial instruments and hedging activities

The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposure.

Derivatives are initially recognised and measured at fair value on the date a derivative contract is entered into and subsequently

measured at fair value. The gain or loss on re-measurement is taken to the income statement except where the derivative is a

designated hedging instrument. The accounting treatment of derivatives classified as hedges depends on their designation, which

occurs on the date that the derivative contract is committed to. At inception of the hedge relationship, the Group documents the

economic relationship between the hedging instruments and the hedged items, including whether changes in the cash flows of the

hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk management

objectives and strategy for undertaking its hedging transactions. At the year-end the Group has designated its derivatives as a

hedge of the cost of a highly probable forecasted transaction commitment (‘cash flow hedge’). Gains or losses on cash flow hedges

that are regarded as highly effective are recognised in other comprehensive income. If the forecasted transaction or commitment

results in future income or expenditure, gains or losses deferred in other comprehensive income are transferred to the income

statement in the same period as the underlying income or expenditure. The ineffective portions of the gain or loss on the hedging

instrument are not recognised in other comprehensive income, rather they are recognised immediately in profit or loss.

For the portion of hedges deemed ineffective or transactions that do not qualify for hedge accounting under IFRS 9, any change

in assets or liabilities is recognised immediately in the income statement. When a hedging expires or is sold, any cumulative gain

or loss existing in equity at that time remains in equity and is recognised when the forecasted transaction is ultimately recognised

in the income statement.

FINANCIAL RISK MANAGEMENT

The Group’s trading, multi-national operations and debt financing expose it to financial risks that include the effects of changes in

foreign currency exchange rates, credit risk, liquidity and interest rates.

The Group manages these risks so as to limit any adverse effects on the financial performance of the Group.

(a) Market risk – Foreign exchange

The Group’s activities expose it to foreign currency risk arising from transactions and balances denominated in currencies other

than the functional currency of the relevant Group entity. The Group’s principal foreign currency exposures arise from the Polish

Zloty, US Dollar, Canadian Dollar and Singapore Dollar.

The Group seeks to mitigate foreign currency risk where the size and timing of transactions can be forecast with reasonable

certainty. In particular, the Group hedges a significant portion of forecast Polish Zloty cash outflows using forward foreign exchange

contracts. These contracts fix the sterling amount payable in respect of future Polish Zloty denominated expenses. The average

remaining maturity of outstanding forward foreign exchange contracts at 31 December 2025 was 3 months (2024: 6 months).

In accordance with IFRS 7, the Group has performed a sensitivity analysis illustrating the estimated impact on profit before tax and

equity of a reasonably possible change in foreign exchange rates at the reporting date. Management has determined that a 5%

movement in exchange rates represents a reasonably possible change.

Translation exposure – impact on profit before tax

The table below illustrates the estimated impact of a 5% strengthening of sterling on the translation of the Group’s profit before

tax for the year ended 31 December 2025.

2025

£000

2024

£000

Polish Zloty 326 104

US Dollar 226 212

Canadian Dollar 53 65

Singapore Dollar

24 35

629 416

Translation exposure – impact on equity

The table below illustrates the estimated impact of a 5% strengthening of sterling on the translation of the Group’s foreign

currency denominated financial assets and liabilities at the reporting date.

These translation movements are recognised in other comprehensive income and accumulated within the foreign currency

translation reserve and therefore affect equity rather than profit before tax.

2025

£000

2024

£000

Polish Zloty (82) (5)

US Dollar (630) (653)

Canadian Dollar (10) (23)

Singapore Dollar

(1) (1)

(723) (682)

A strengthening of sterling would result in a reduction in the Group’s net assets and equity due to the translation of foreign

currency denominated balances. A weakening of sterling would result in an equal and opposite increase in equity.

Notes to the Consolidated

Financial Statements

The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Local Currency Units, was as follows:

2025 2024

PLN

CU ‘000

USD

CU ‘000

CAD

CU ‘000

SGD

CU ‘000

PLN

CU ‘000

USD

CU ‘000

CAD

CU ‘000

SGD

CU ‘000

Trade receivables

– 1,808 – 44 – 5,625 – 55

Trade payables

(542) (48) – (33) (504) (69) (3) –

Foreign currency

forwards

Buy foreign currency

(cash flow hedges)

32,200 – – – 69,200 – – –

(b) Market risk – Interest rate

The Group’s major interest rate exposures during the year arose from both interest payable on borrowings and interest earned

on its cash balances.

In respect of interest payable on borrowings, it is the Group’s policy to enter into an interest rate swap so that there is no change

in interest payable pursuant to changes in interest rates. The fixed interest rate payable on the Group’s credit facility is 4.24%

(2024: 1.2% swap plus 1.75% margin).

The Group’s policy on interest earned from its cash balances is to maximise the return (subject to the constraints imposed by the

need to limit credit and liquidity risk as detailed below).

Given the above policies the table below approximates the impact on the Group’s profit before tax of an increase of 200 basis

points in interest rates during the year. This is deemed an appropriate level given the current economic climate.

2025

£000

2024

£000

Increase in interest receivable on cash balances

497 531

For a decrease of 200 basis points in interest rates, there would be a comparable but opposite impact on profit.

The Group’s major credit risk exposures arise from its cash and trade receivable balances. The Group’s policies in this area are:

– in respect of cash balances to ensure that deposits are always held across at least 2 financial institutions; and

– in respect of trade receivables, the client or prospective client’s credit risk is assessed at the commencement of any

new project with payment terms agreed which are appropriate. Regular receivable reports are provided to senior

management.

The table below shows the credit rating and balance of the six major counterparties at the balance sheet date:

Counterparty

Current Rating

(Moody’s)

31 December

2025

Balance

£000

31 December

2024

Balance

£000

Bank A A3 10,346 14,820

Bank B A3 10,822 8,590

Bank C A3

4,268 4,198

25,436 27,608

Customer A BB+ 946 1,289

Customer B AA3 395 1,262

Customer C A1

336 849

1,677 3,400

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance

for all trade receivables.

To measure the expected credit losses, trade receivables and accrued income have been grouped based on shared credit risk

characteristics and the days past due.

The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31 December 2025 and the

corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and

forward looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

The contract assets relate to unbilled WIP and have substantially the same risk characteristics as the trade receivables for the

same type of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable

approximation of the loss rates for contract assets.

The gross trade receivables amount included within the loss allowance calculation has been adjusted for elements which carry no

expected credit loss; this being the upfront annual licence fees of £3,329,000 (2024: £5,942,000).

Where the Company holds intercompany loan amounts due from fellow group subsidiaries, IFRS 9 requires the measurement of

expected credit losses. These loans were determined to be stage 1 intercompany loans for the purposes of the IFRS 9 impairment

model and consequently a twelve month expected credit loss was calculated.

On that basis, the loss allowance for trade receivables and contract assets as at 31 December 2025 for the Group was calculated

as follows:

2025

Not past due

£000

Less than one

month overdue

£000

One to two

months

overdue

£000

Two to three

months

overdue

£000

More than

three months

overdue

£000

Total

£000

Gross carrying amount of trade receivables 3,169 2,443 772 142 371 6,897

Less: upfront annual licence fees

(3,016) (313) – – – (3,329)

Amounts subject to loss allowance

153 2,130 772 142 371 3,568

Expected loss rate 1% 5% 10% 15% 20%

Specific loss allowance – – – – – –

Loss allowance

2 113 79 22 75 291

Total

2 113 79 22 75 291

2024

Not past due

£000

Less than one

month overdue

£000

One to two

months

overdue

£000

Two to three

months

overdue

£000

More than

three months

overdue

£000

Total

£000

Gross carrying amount of trade receivables 6,441 3,247 1,171 336 2,002 13,197

Less: upfront annual licence fees

(5,942) – – – – (5,942)

Amounts subject to loss allowance

499 3,247 1,171 336 2,002 7,255

Expected loss rate 1% 5% 10% 15% 20%

Specific loss allowance – – – – 373 373

Loss allowance

5 162 117 50 400 734

Total

5 162 117 50 773 1,107

The ECL table has been updated to provide better clarity and transparency to the users (with the comparatives updated on a

consistent basis).

The loss allowance for the Company was calculated as being £Nil (2024: £Nil).

Trade receivables are written off where there is no reasonable expectation of recovery.

(d) Liquidity risk

The Group’s major liquidity exposures arise from the need to settle its trade, employee and taxation liabilities as they fall due.

Whilst the Group is comfortably able to finance all of these payments out of operating cash flows, policies are in place to further

limit exposure to liquidity risk:

– surplus cash is never deposited for maturities of longer than 110 days; and

– uncommitted facilities will be entered into to support any specific expansion opportunities that arise.

Management monitors forecasts of the Group’s liquidity reserve on the basis of expected cash flow. The Group’s liquidity

management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to

meet these.

Notes to the Consolidated

Financial Statements

100

The table below analyses the Group’s financial liabilities and net-settled derivative financial liabilities into relevant maturity

groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the

table are the contractual undiscounted cash flows including interest.

Group

Carrying

amount

£000

Less than

1 year

£000

Between

1 and 2 years

£000

Between

2 and 5 years

£000

After

5 years

£000

Total

£000

At 31 December 2025

Borrowings 5,940 1,670 1,570 3,683 – 6,923

Capital lease obligations 2,397 622 735 1,097 181 2,635

Trade and other payables

8,837 8,837 – – – 8,837

17,174 11,129 2,305 4,780 181 18,395

Carrying

amount

£000

Less than

1 year

£000

Between

1 and 2 years

£000

Between

2 and 5 years

£000

After

5 years

£000

Total

£000

At 31 December 2024

Borrowings 7,180 7,373 – – – 7,373

Capital lease obligations 2,943 633 844 1,267 544 3,288

Derivative financial instruments 214 214 – – – 214

Trade and other payables

7,468 7,468 – – – 7,468

17,805 15,688 844 1,267 544 18,343

Company

Carrying

amount

£000

Less than

1 year

£000

Between

1 and 2 years

£000

Between 2

and 5 years

£000

After

5 years

£000

Total

£000

At 31 December 2025

Borrowings 5,940 1,670 1,570 3,683 – 6,923

Trade and other payables

466 466 – – – 466

6,406 2,136 1,570 3,683 – 7,389

Carrying

amount

£000

Less than

1 year

£000

Between

1 and 2 years

£000

Between

2 and 5 years

£000

After

5 years

£000

Total

£000

At 31 December 2024

Borrowings 7,180 7,373 – – – 7,373

Trade and other payables

3,577 3,577 – – – 3,577

10,757 10,950 – – – 10,950

The table below analyses the Group’s derivative financial instruments which will be settled on a gross basis into the relevant

maturity groups based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in

the table are the contractual undiscounted cash flows.

Less than

1 year

£000

Between

1 and 2 years

£000

Between

2 and 5 years

£000

At 31 December 2025

Forward foreign exchange contracts

– cash flow hedges

Outflow (6,491) – –

Inflow 6,660 – –

Interest rate swap

– cash flow hedges

Outflow (165) (151) (99)

Inflow

221 179 123

225 28 24

101

Less than

1 year

£000

Between

1 and 2 years

£000

Between

2 and 5 years

£000

At 31 December 2024

Forward foreign exchange contracts

– cash flow hedges

Outflow (13,533) – –

Inflow 13,338 – –

Interest rate swap

– cash flow hedges

Outflow (81) (66) –

Inflow

311 222 –

35 156 –

FAIR VALUE ESTIMATION

Financial instruments not measured at fair value

Financial instruments not measured at fair value includes cash and cash equivalents, trade and other receivables, trade and other

payables, and loans and borrowings (including capitalised lease obligations), however, due to their short term nature and ability

to be liquidated at short notice their carrying value approximates their fair value.

Financial instruments measured at fair value

The fair value hierarchy of the financial instruments measured at fair value is provided below.

Level 2

2025

£’000

2024

£’000

Financial Assets

Derivative financial assets (designated hedge instruments)

272 387

Financial Liabilities

Derivative financial liabilities (designated hedge instruments)

– 214

The derivative financial assets and liabilities have been valued using the market approach, using actual market transactions for

similar instruments and forward curves, which are considered to be Level 2 inputs. There were no changes to the valuation

techniques used in the year. There were no transfers between levels during the year.

CAPITAL RISK MANAGEMENT

The Group’s capital is considered by the Board to be the equity of the Company’s shareholders and includes the Group’s tangible

and intangible fixed assets and cash and debt balances. The Group’s objectives when managing capital are to safeguard the

Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders

and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the

Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to

reduce debt.

Aptitude Software Group plc manages the capital structure based on the economic conditions and the risk characteristics of the

Group. The Board reviews the capital structure regularly. No changes were made to our objectives and processes during 2025.

Our general funding policy is to raise long term debt when required to meet the anticipated requirements of the Group. Details of

the Group’s existing loan facility is provided in note 19 to the financial statements.

Notes to the Consolidated

Financial Statements

102

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Accounting judgments

(a) Recognition of revenue

The policy for the recognition of software licences, maintenance and subscription fees is detailed on pages 88 to 91.

Assessment of performance obligations

For Annual Licence Fees, the Group determines for each contract whether ongoing contractual software maintenance and

subscription fees represent a performance obligation that is distinct from the licence. For all existing contracts, it is determined

that the ongoing contractual obligations form part of a combined performance obligation with the software licence. This is through

the customer simultaneously receiving the benefit of accessing and utilising the software from inception of the contract across the

period due to the need for the software to adapt over time to the changing needs and complexities of the regulatory environment.

For product specific consultancy, the Group also concludes for each contract as to whether this represents a separate, distinct

performance obligation from the licence. For all existing contracts, the services being provided met the criteria of being a separate,

distinct performance obligation on the basis that contractually the customer could choose to purchase the services elsewhere

without significantly affecting the promises included in the licence and maintenance agreement.

How the combined performance obligation should be recognised

Once the Group concludes on the revenue recognition profile, the business determines on a contract by contract basis the

period over which the revenues are recognised. This period is defined as the optimisation period and represents the duration of

time assessed by management during which the most significant optimisation and functional enhancements of the software is

undertaken. Where the optimisation period for a client is assessed by management as being greater than the initial term of the

contract, the revenues recognised across the minimum term are equal to the total value of the contract.

Revenue recognition constraint

During the period from the Group initially licencing its software to the product being deployed into a live client environment,

an ongoing assessment is performed by management on a contract by contract basis to determine if sufficient challenges exist

that would cast doubt over future economic benefits being realised by the business. Where such challenges exist, the revenue

recognised across the period is constrained to the value of any amount invoiced and paid prior to the end of the reporting date,

with this being assessed as the consideration during the period up to deployment. Once the software is deployed, the amount

of revenue recognised is adjusted so that it is proportional to the Group’s development effort to date against the total expected

development hours to be incurred across the contract period.

Product specific consultancy deferral

For any implementation service contract where the client is contracting on a time and materials basis, an assessment is made

by management at the year-end of the expected amount of any additional consultancy effort to be provided to satisfy certain

contractual obligations without incremental charge. Where such effort is anticipated, an accompanying deferral is calculated

based on the value of this time if charged to the client and is recognised through the deferral of revenues.

103

(b) Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill

has been allocated. The judgement is in relation to the allocation to a single CGU. The Group has determined that it has only one

cash generating unit at the year end, this being the Aptitude business.

This determination was made with reference to the following principal factors:

• Information provided to management and the Board utilised to assess the performance of the business and make decisions

is done on a consolidated Group basis;

• Key management personnel are compensated based on the performance of the business as a whole;

• Operating and capital budgets are only approved or modified by management based on financial information for the business

as a whole;

• Clients are serviced across the Group’s global offices meaning each regions cash inflows and assets are not independent from

other regions; and

• Clients often purchase one or more of the Group’s highly complementary and integrated products as part of an all-in price

removing any possibility to accurately determine the recoverable amount on each. Consequently, the products’ cash inflows

and assets are not independent from other products.

The Group also assesses annually any indicators that other intangible assets might be impaired. The impairment tests are based

on value-in-use calculations on a similar basis to that used in the impairment of Goodwill calculation and is therefore subject to

the same estimates by management.

(d) Impairment of investments

The Group has also carried out an impairment review on the value of investments held in the Company. Where the investment is

held in a company which has an ongoing trade, the value is derived by a value in use calculation of the cash generating units. This

is done on a similar basis to that used in the impairment of goodwill calculation as detailed above and is therefore subject to the

same estimates by management. Where the investment is held in a company which is no longer trading, the value is derived from

the carrying value of the net assets on the balance sheet of the entity.

(e) Development costs

The Group invests on a continual basis in the development of new and enhanced features in the product suite. There is a continual

process of enhancements to and expansion of the overall product suite with judgement required in assessing whether the

development costs meet the criteria for capitalisation. These judgements have been applied consistently year to year. In making

this judgement, the Group evaluates, amongst other factors, whether there are future economic benefits beyond the current

period, the stage at which technical feasibility has been achieved, management’s intention to complete and use or sell the product,

the likelihood of success, availability of technical and financial resources to complete the development phase and management’s

ability to measure reliably the expenditure attributable to the project. Judgement is therefore required in determining the practice

for capitalising development costs. The accounting policy for research and product development is detailed on pages 92 to 93 and

in the current year there are no development expenses that have been capitalised (2024: £Nil). The total product management,

research and development expenditure in the period is £13.2 million (2024: £17.7 million). Given the challenges surrounding

the complexity of underlying software development issues and the competitive nature of the markets in which we operate,

management’s judgement is that technical feasibility and future probability of development has only been satisfied once the

product is deployed into a live client environment. Accordingly, these development costs have not been capitalised. Costs which

are incurred after the general release of internally generated software, or costs which are incurred in order to enhance existing

products by way of minor or major upgrades, or other changes in software functionality, do not satisfy the criteria in order

to capitalise. Such expenditure is therefore recognised as an expense in the period in which it is incurred and included within

research and development expense in the income statement.

Notes to the Consolidated

Financial Statements

104

(f) Contingent liabilities

The Group reviews any potential claims, if applicable, to assess if there are any possible obligations, as it has yet to be confirmed

whether the entity has a present obligation, or any present obligations of which it is either not probable that an outflow of

resources embodying economic benefits will be required to settle the obligation, or a sufficiently reliable estimate of the amount

of the obligation cannot be made. Where any of these conditions are met, a contingent liability is disclosed.

(g) Taxation

Deferred tax assets and liabilities require management judgement in determining the amount to be recognised.

In particular, judgement is used when assessing the extent to which deferred tax assets should be recognised with consideration

given to the timing and level of future taxable income.

(h) Impairment of receivables

The Group applies the expected credit loss model under IFRS 9 when assessing the recoverability of trade receivables. The

determination of the loss allowance requires management judgement.

In estimating expected credit losses, the Group considers a range of factors including the ageing profile of receivables, the

creditworthiness and payment history of individual customers, and the existence of any known financial difficulties affecting

customers. Where there are indicators of increased credit risk, management assesses the probability of default and the expected

level of recovery, taking into account customer-specific circumstances and available forward-looking information where relevant.

For the purposes of measuring expected credit losses, the Group considers a financial asset to be in default when, based on

management’s judgement, it is unlikely that the outstanding contractual amounts will be fully recovered. Indicators of default

include significant financial difficulty of the customer, insolvency, breach of contract, or other adverse information affecting

the customer’s ability to pay. While the ageing of receivables is a key input into this assessment, the Group does not apply a

fixed number of days past due to determine default, but instead considers all relevant qualitative and quantitative factors. This

approach is consistent with the Group’s credit risk management practices and historical loss experience.

The loss allowance therefore reflects management’s assessment of the likelihood of default and the expected credit losses arising

from outstanding receivables at the reporting date. Changes in customer credit risk, economic conditions or assumptions regarding

recoverability could result in a material adjustment to the carrying value of trade receivables in future periods.

ACCOUNTING ESTIMATES

(a) Recognition of revenue

Method of recognising revenue

Where the software licence and maintenance fees meet the criteria of a combined performance obligation, the Group determines

for each contract the most appropriate method of recognising revenue in line with development activity related to the relevant

product. Measurement of the development activity is completed by way of the input method, with management providing an

initial estimate of the overall expected development hours to be incurred across the period. This estimate is then reviewed against

actual hours incurred at the end of each reporting period.

The estimation of the development activity, principally the number of hours anticipated to be incurred, impacts all customer

contracts and therefore as at 31 December 2025, the deferred income balance of £28.2 million (2024: £32.2 million) and accrued

income balance £1.8 million (2024: £0.8 million) have been calculated pursuant to estimates. Sensitivity analysis was performed

with management considering the impact of a 5% proportional movement in the estimated development effort and determined

that in all cases, with all other variables being held constant, the impact on the assets and liabilities presented across both periods

was not material.

Product specific consultancy deferral

As outlined with the accounting judgments applied to the recognition of revenue, management make a deferral of revenue at

the year-end of the expected amount of any additional consultancy effort to be provided to satisfy certain contractual obligations

without incremental charge. Where such effort is anticipated, management estimate the amount required along with the

accompanying value of this time if charged to the client. The estimate for 2025 is £429,000 (2024: £541,000). Sensitivity analysis

was performed with management considering the impact of a 5% proportional movement in the estimated consultancy effort and

determined that in all cases the impact on the assets and liabilities presented across both periods was not material.

105

(b) Taxation

Income tax

The actual tax the Group pays on its profits is determined according to complex tax laws and regulations. Where the effect of

these laws and regulations is unclear, judgements and estimates are used in determining the liability for the tax to be paid on past

profits which are then recognised in the financial statements. The Group believes the estimates, assumptions and judgements are

reasonable but this can involve complex issues which may take a number of years to resolve. The final determination of prior year

tax liabilities could be different from the estimates reflected in the financial statements and may result in the recognition of an

additional tax expense or tax credit in the income statement.

USA sales and use tax

The Group continues to review its liability to tax its supplies in a number of states following changes in the interpretation and

application of sales tax regulations in the USA. Whilst for the majority of states this review has been concluded, the Group still

considers that there is risk, that some elements of its supplies in a few remaining states would have been subject to sales tax in

previous periods. Consequently, the Group holds a provision totalling £0.3 million (2024: £0.3 million) at the year-end equating

to the potential historic sales tax liability the business is exposed to as a result of the risk of non-recoverability from its clients

who will bear these costs going forwards. The value of this provision has been determined based on management’s estimate of

which supplies it believes are captured by the regulation, which clients we have a risk of non-recoverability from and over what

historic period this provision should be held against. Sensitivity analysis was performed with management considering the impact

of a reasonable proportional movement in the estimates applied and determined that in all cases the impact on the assets and

liabilities presented across both periods was not material.

The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash generating

unit and a suitable discount rate in order to calculate present value. The discount rate applied in the value in use calculation

approximates to the Group’s Weighted Average Cost of Capital. The Group annually reviews the goodwill valuation based on

various scenarios and each of these scenarios have different growth rate assumptions. The growth rate assumptions are in relation

to periods covered by Board approved plans. Details of these scenarios, growth rate assumptions and sensitivities are provided in

note 10. Impairment reviews during the year are performed against the carrying value of goodwill. The impairment is recognised

in the income statements in the period which it is deemed to arise.

106

Notes to the Consolidated

Financial Statements

1. Segmental Information

Business segments

The Board has determined the operating segments based on the reports it receives from management to make

strategic decisions.

The reports from management consist of one segment, the Aptitude business. Therefore, the only business segment for

both periods was Aptitude and therefore no segmental analysis is provided for this or the corresponding period.

The principal activity of the Group throughout 2024 and 2025 was the provision of business-critical software and services.

Geographical segments

The Group has two geographical segments for reporting purposes, the United Kingdom and the Rest of the World.

The following table provides an analysis of the Group’s sales by origin and by destination along with the profit before tax.

Sales revenue by origin Sales revenue by destination Profit before income tax

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

United Kingdom 32,578 38,430 10,586 12,220 2,779 3,557

Rest of World 32,376 31,614 54,368 57,824 1,861 2,036

64,954 70,044 64,954 70,044 4,640 5,593

The following is an analysis of the carrying amount of non-current assets (excluding deferred and income tax assets), and

additions to property, plant and equipment (excluding right-of-use asset additions resulting from property lease agreements)

and intangible assets, analysed by the geographical area in which the assets are located.

Carrying amount of

non-current assets Capital expenditure

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

United Kingdom 48,910 51,130 297 187

Rest of World 13,166 15,034 439 1,414

62,076 66,164 736 1,601

107

2. Revenue from contracts with customers

(a) Analysis of revenue from contracts with customers

The Group derives revenue from the transfer of goods and services in the following major product lines and geographical

regions:

Continuing operations

Recurring revenue

Year ended 31 Dec 2025

Non-recurring revenue

Year ended 31 Dec 2025

United

Kingdom

£000

Rest of World

£000

Total

£000

United

Kingdom

£000

Rest of World

£000

Total

£000

Total

£000

Revenue from external

customers

8,557 45,439 53,996 2,029 8,929 10,958 64,954

Recurring revenue

Year ended 31 Dec 2024

Non-recurring revenue

Year ended 31 Dec 2024

United

Kingdom

£000

Rest of World

£000

Total

£000

United

Kingdom

£000

Rest of World

£000

Total

£000

Total

£000

Revenue from external

customers 9,956 44,471 54,427 2,264 13,353 15,617 70,044

All of the revenue displayed in the above table is recognised over time in line with the Group’s accounting policy detailed on

pages 89 to 91 and has been generated from contracts with customers.

For recurring revenue, the Group typically receives payment for its licence and maintenance fees annually in advance of the

performance obligations being satisfied. Non-recurring revenue is paid as and when either the services have been provided

or, in the case of fixed price projects in line with the payment schedule.

During both periods presented the Group had no customers whose revenue represented an amount equal to or exceeding

10% of total revenue.

(b) Assets and liabilities related to contracts with customers

The Group has recognised contract assets and contract liabilities relating to contracts with customers. These amounts are

classified as accrued and deferred income respectively for the purposes of this report and are displayed within notes 16

and 20.

(i) Significant movements in accrued and deferred income

Contract assets have increased against the prior year to £1.8 million at 31 December 2025 (31 December 2024: £0.8 million)

due to timing differences on when the software or service was provided against when it has been invoiced to the customer.

Contract liabilities have decreased in the year to £28.2 million (31 December 2024: £32.2 million).

(ii) Revenue recognised in relation to deferred income

The following table shows how much of the revenue recognised in the current reporting period relates to the release of the

carried-forward deferred income balance on 31 December of the previous period:

Group

Year ended

31 Dec 2025

£000

Group

Year ended

31 Dec 2024

£000

Revenue recognised that was included in the deferred income balance at 31 December of the previous period 30,943 30,600

108

Notes to the Consolidated

Financial Statements

2. Revenue from contracts with customers (continued)

(iii) Revenue yet to be recognised on long-term contracts

The following table details the value of future contracted revenue resulting from the Group’s fixed price long term software

and services contracts which is yet to be recognised in the income statement due to the relevant contractual performance

obligations not being satisfied before the year end. These amounts are set to be recognised in the Group’s income statement

across the period 1 January 2026 to 31 December 2030 on a contract by contract basis as and when the performance

obligations are met:

Group

As at 31 Dec

2025

£000

Group

As at 31 Dec

2024

£000

Aggregate amount of future contracted revenue in relation to long-term software and service contracts that is not

recognised in the income statement as at 31 December 83,418 78,026

Group

As at 31 Dec

2025

£000

Group

As at 31 Dec

2024

£000

Revenue to be recognised in the Group’s income statement:

Within one year 39,768 45,586

Within two to five years 43,650 32,440

After five years – –

83,418 78,026

All other software and service contracts are billed based on time incurred. As permitted under IFRS 15, these amounts have

been excluded for the purposes of the above calculation given the variable nature.

(iv) Assets recognised from costs to fulfil a contract

In addition to the contract balances disclosed above, the Group has also recognised an asset in relation to the commission

costs of obtaining a contract. This is amortised on a straight-line basis over the optimisation period assessed by management

and presented within other long-term assets in the balance sheet. See further details on the optimisation period within the

revenue recognition policy.

Group

As at 31 Dec

2025

£000

Group

As at 31 Dec

2024

£000

Asset recognised from costs incurred to fulfil a contract at 31 December 530 730

Amortisation recognised as cost of providing services during the year from continuing operations 611 488

109

3. Operating costs

The following items are included in operating costs:

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Employee benefit expense (Note 4) 32,375 40,620

Depreciation and amortisation of externally acquired intangibles 1,314 1,370

Other operating costs 21,233 18,136

54,922 60,126

Non-underlying operating costs:

Amortisation of acquisition intangibles 3,447 3,381

Reorganisation costs 1,779 862

5,226 4,243

60,148 64,369

The reorganisation costs relate to restructuring within the Product and Technology departments. The costs in both years

mainly relate to redundancy costs as part of a specific, time-bound programme and is not expected to recur on an ongoing

basis.

Profit from continuing operations has been arrived at after charging:

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Net foreign exchange (losses)/gains (4) 129

Research and development costs 13,176 17,658

Depreciation of property, plant and equipment 1,208 1,304

(Loss)/gain on disposal of fixed assets 6 (12)

Amortisation of externally acquired intangibles 66 66

Repairs and maintenance expenditure on property, plant and equipment 135 196

Low value or short term rental expense 229 437

During the year the group obtained the following services from the Group’s auditors at costs as detailed below:

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Fees payable to Company’s auditors for the audit of the Parent Company and consolidated financial statements 285 290

Fees payable to the Company’s auditors and its associates for other services:

– the audit of Company’s subsidiaries pursuant to legislation 20 22

305 312

A description of the work of the Audit Committee is included in the corporate governance statement on pages 39 to 44 and

includes an explanation of how auditor objectivity and independence is safeguarded when non-audit services are provided

by the auditors. No non-audit services were provided in the current or prior year.

110

Notes to the Consolidated

Financial Statements

4. Employees and directors

Group

Year ended

31 Dec 2025

£000

Group

Year ended

31 Dec 2024

£000

Company

Year ended

31 Dec 2025

£000

Company

Year ended

31 Dec 2024

£000

Employee benefit expense during the year

Wages and salaries 28,778 36,533 261 297

Social security costs 2,203 2,351 39 46

Other pension costs 1,015 1,125 – –

Share based payment costs on share options 379 611 – –

32,375 40,620 300 343

Average monthly number of employees (including directors) for the Group and Company:

Group

Year ended

31 Dec 2025

Number

Group

Year ended

31 Dec 2024

Number

Company

Year ended

31 Dec 2025

Number

Company

Year ended

31 Dec 2024

Number

By location:

United Kingdom 102 132 3 4

Rest of World 257 333 – –

359 465 3 4

Group headcount at 31 December 2025 was 317 (2024: 449).

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Key management compensation:

Short-term employee benefits 1,328 1,709

Social security costs 79 116

Post employment benefits 28 47

Termination benefits 162 –

Share based payment costs on share options 282 245

1,879 2,117

Key management compensation for the Group includes the Board of the Company and senior executives within the Group.

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Directors:

Short-term employee benefits 718 836

Social security costs 45 61

Post employment benefits 10 19

Share based payment costs on share options 159 147

932 1,063

Average monthly number of Directors and senior executives in respect of continuing operations were 7 (2024: 10). The key

management figures given above include the Directors of Aptitude Software Group plc.

The information on Directors’ remuneration required by the Companies Act and the Listing Rules of the Financial Conduct

Authority is contained in the Directors’ Remuneration Report on pages 45 to 66. Amounts displayed throughout the tables

above exclude the impact of long term incentive awards and Deferred Bonus Plan awards which have either been exercised

in the year or have vested but are yet to be exercised.

111

5. Net finance cost

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Finance income

Interest on bank deposits 146 368

146 368

Finance cost

Interest payable on bank borrowings (including amortization of fees and hedging) (83) (331)

Interest payable on corporation tax (118) –

Interest payable on lease liabilities (111) (119)

(312) (450)

Net finance cost (166) (82)

6. Income tax expense

Analysis of charge in the year

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Current tax:

– tax charge on underlying items (1,763) (1,562)

– tax credit on non-underlying items 445 –

– adjustment to tax in respect of prior periods on underlying items 105 192

Total current tax (1,213) (1,370)

Deferred tax (note 15):

– tax charge on underlying items (189) (114)

– tax credit on non-underlying items 887 871

– adjustment to tax in respect of prior periods on underlying items (101) –

Total deferred tax 597 757

Income tax expense (616) (613)

The total tax charge on underlying items of £2.0 million (2024: £1.7 million) comprises current tax of £1.7 million (2024:

£1.6 million) and deferred tax of £0.3 million (2024: £0.1 million), including prior year adjustments.

The net adjustment to tax in respect of prior periods on underlying items totalling £Nil (2024: £0.2 million) relates to the

reduction in the assumed benefit from research and development relief in the UK.

In addition to the amounts recognised in profit or loss, deferred tax of £0.1 million (2024: £0.2 million) has been recognised

in other comprehensive income and £0.2 million (2024: £0.1 million) directly in equity (see Note 15).

UK corporation tax is calculated at 25% (2024: 25%) of the estimated assessable profit for the year. Taxation for other

jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

112

Notes to the Consolidated

Financial Statements

6. Income tax expense (continued)

The tax for the year is lower than (2024: lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The

differences are explained below:

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Profit before tax 4,640 5,593

Tax at the UK corporation tax rate of 25% (2024: 25%) (1,160) (1,398)

Effects of:

Adjustment to tax in respect of prior periods 4 192

Adjustment in respect of foreign tax rates 364 67

Expenses not deductible for tax purposes (290) (69)

Other 5 190

Research and development tax relief (26) 124

Recognition of tax losses not previously recognised 487 300

Change in future tax rates – (19)

Total taxation (616) (613)

The total tax charge of £0.6 million (2024: £0.6 million) represents 13.3% (2024: 11.0%) of the Group profit before tax of

£4.6 million (2024: £5.6 million).

113

7. Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average

number of ordinary shares outstanding during the year.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of

all dilutive potential ordinary shares. The Group has dilutive potential ordinary shares in the form of share options granted to

employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year.

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

Year ended 31 Dec 2025 Year ended 31 Dec 2024

Earnings

£000

Weighted

average

number of

shares (in

thousands)

Per-share

amount pence

Earnings

£000

Weighted

average

number of

shares (in

thousands)

Per-share

amount pence

Basic EPS

Earnings attributable to ordinary shareholders 4,024 55,360 7.3 4,980 56,837 8.8

Effect of dilutive securities:

– share options – 1,541 (0.2) – 1,010 (0.2)

Diluted EPS 4,024 56,901 7.1 4,980 57,847 8.6

To provide an indication of the underlying operating performance per share the adjusted profit after tax figure shown below

excludes non-underlying and other items and has a tax charge using the effective rate of 24.7% (2024: 20.1%).

Year ended 31 Dec 2025 Year ended 31 Dec 2024

Basic EPS

pence

Diluted EPS

pence

Basic EPS

pence

Diluted EPS

pence

Earnings per share 7.3 7.1 8.8 8.6

Non-underlying items net of tax 7.0 6.8 5.9 5.8

Prior years’ tax charge (0.0) (0.0) (0.3) (0.3)

Recognition of tax losses (0.9) (0.9) (0.5) (0.5)

Adjusted earnings per share 13.4 13.0 13.9 13.6

Year ended

31 Dec 2025

£000

Year ended

31 Dec 2024

£000

Profit before tax and non-underlying items 9,866 9,836

Tax charge at a rate of 24.7% (2024: 20.1%) (2,439) (1,976)

7,427 7,860

Tax adjustments in respect of prior years 4 192

Non-underlying items net of tax (3,894) (3,372)

Recognition of tax losses not previously recognised 487 300

Profit on ordinary activities after tax 4,024 4,980

114

Notes to the Consolidated

Financial Statements

8. Dividends

2025

pence

per share

2024

pence

per share

2025

£000

2024

£000

Dividends paid:

Interim dividend 1.80 1.80 997 1,024

Final dividend (prior year) 3.60 3.60 2,002 2,057

5.40 5.40 2,999 3,081

Proposed but not recognised as a liability:

Final dividend (current year) 3.60 3.60 1,966 2,006

The proposed final dividend was approved by the Board on 7 April 2026 but was not included as a liability as at 31 December

2025, in accordance with IAS 10 ‘Events after the Balance Sheet date’. If approved by the shareholders at the Annual General

Meeting this final dividend will be payable on 12 June 2026 to shareholders on the register at the close of business on

22 May 2026.

9. Property, plant and equipment including right-of-use assets

Right-of-use

assets

£000

Leasehold

improvements

£000

Plant &

machinery

£000

Fixtures &

fittings

£000

Total

£000

Group

Cost

At 1 January 2025 3,806 311 5,653 1,052 10,822

Additions – – 723 13 736

Disposals – – (590) (1) (591)

Exchange movements (40) – 115 2 77

At 31 December 2025 3,766 311 5,901 1,066 11,044

Accumulated depreciation

At 1 January 2025 1,210 305 4,677 614 6,806

Charge for the year (Note 3) 494 1 530 183 1,208

Disposals – – (584) (1) (585)

Exchange movements (29) – 73 (4) 40

At 31 December 2025 1,675 306 4,696 792 7,469

Net book amount

At 31 December 2025 2,091 5 1,205 274 3,575

115

9. Property, plant and equipment including right-of-use assets (continued)

Right-of-use

assets

£000

Leasehold

improvements

£000

Plant &

machinery

£000

Fixtures &

fittings

£000

Total

£000

Group

Cost

At 1 January 2024 3,403 413 5,586 985 10,387

Additions 398 – 340 141 879

Disposals – (120) (198) (65) (383)

Exchange movements 5 18 (75) (9) (61)

At 31 December 2024 3,806 311 5,653 1,052 10,822

Accumulated depreciation

At 1 January 2024 742 397 4,407 357 5,903

Charge for the year (Note 3) 458 2 521 323 1,304

Disposals – (107) (198) (64) (369)

Exchange movements 10 13 (53) (2) (32)

At 31 December 2024 1,210 305 4,677 614 6,806

Net book amount

At 31 December 2024 2,596 6 976 438 4,016

All the Group’s right-of-use assets relate to the capital lease agreements for various office space.

Plant &

machinery

£000

Total

£000

Company

Cost

At 1 January 2025 471 471

Additions 39 39

Disposals – –

At 31 December 2025 510 510

Accumulated depreciation

At 1 January 2025 458 458

Charge for the year 11 11

Disposals – –

At 31 December 2025 469 469

Net book amount

At 31 December 2025 41 41

Plant &

machinery

£000

Total

£000

Company

Cost

At 1 January 2024 471 471

Additions – –

Disposals – –

At 31 December 2024 471 471

Accumulated depreciation

At 1 January 2024 447 447

Charge for the year 11 11

Disposals – –

At 31 December 2024 458 458

Net book amount

At 31 December 2024 13 13

116

Notes to the Consolidated

Financial Statements

10. Goodwill

31 Dec 2025

£000

31 Dec 2024

£000

Cost

At 1 January 46,006 46,006

At 31 December 46,006 46,006

Net book amount 46,006 46,006

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected

to benefit from that business combination. The carrying amount of goodwill has been allocated as follows:

Aptitude

£000

Total

£000

At 1 January and 31 December 2025 46,006 46,006

The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.

The group is a single CGU and determining whether goodwill is impaired requires an estimation of the value in use of the

CGU to which all goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash

flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.

For the purposes of performing the goodwill impairment review, the Group have utilised the Board approved plans for

the three-year period to 31st December 2028 followed by anticipated growth in operating profit of 10% per annum for

the period 2029-2030. The growth rates and assumptions applied were based on the Group’s assessment of the future

opportunities within the market, with no change in working capital assumptions and the existing loan to be repaid in full on

termination date.

In determining the values, management have utilised Board approved plans and market consensus data.

The terminal growth rates for the period after 2030 are no greater than 2.25% (2024: 2.25%) per annum. The utilisation of

deferred tax losses to offset the tax payable has not been considered. In assessing value in use, the estimated future cash

flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of

the time value of money and the risks specific to the asset. The discount rate applied to the CGU was 14.9% (2024: 14.1%).

Sensitivity analysis was performed on key assumptions, including forecast cash flows, terminal growth rates and the discount

rate. Management considers that no reasonably possible change in these assumptions would result in the carrying amount

of the CGU exceeding its recoverable amount.

117

11. Intangible assets

Software IPR

£000

Customer

relationships

£000

Externally

acquired

licenses

£000

Total

£000

Group

Cost

At 1 January 2025 17,872 10,869 1,120 29,861

Additions – – – –

At 31 December 2025 17,872 10,869 1,120 29,861

Accumulated amortisation and impairment

At 1 January 2025 8,862 5,521 66 14,449

Amortisation 2,109 1,272 66 3,447

At 31 December 2025 10,971 6,793 132 17,896

Net book amount

At 31 December 2025 6,901 4,076 988 11,965

Software IPR

£000

Customer

relationships

£000

Externally

acquired

licenses

£000

Total

£000

Group

Cost

At 1 January 2024 17,872 10,869 – 28,741

Additions – – 1,120 1,120

At 31 December 2024 17,872 10,869 1,120 29,861

Accumulated amortisation and impairment

At 1 January 2024 6,753 4,249 – 11,002

Amortisation 2,109 1,272 66 3,447

At 31 December 2024 8,862 5,521 66 14,449

Net book amount

At 31 December 2024 9,010 5,348 1,054 15,412

The Company held no intangible assets during the year (2024: £Nil).

The externally acquired software intellectual property rights (IPR) relates to expected future benefits of software and

development projects in progress at the date of acquisition of the Group’s subsidiaries. As at 31 December 2025 no internal

research and development costs have been capitalised. The client relationships relate to expected benefits to be obtained

from recurring levels of business from clients obtained as a result of acquisitions. The useful lives of the intangible assets

acquired as part of the acquisition of Revstream in 2017 have been determined as 10 years in respect of both software IPR

and customer relationships (2024: 10 years). The useful lives of the intangible assets acquired as part of the acquisition of

MPP Global in 2021 have been determined as 8 years in respect of both software IPR and customer relationships (2024:

8 years). At 31 December 2025, the carrying value of the intangible assets in relation to Revstream is £1.4 million (2024:

£2.3 million). The carrying value of the intangible assets in relation to MPP Global is £9.6 million (2024: £12.1 million).

The amortisation charge in the year, relating to intellectual property rights recognised on acquisitions, is presented within

non-underlying costs as it is a non-cash charge arising from acquisition accounting and is not considered reflective of the

Group’s underlying trading performance.

118

Notes to the Consolidated

Financial Statements

12. Investment in subsidiaries

The Group did not hold any investments in 2025 (2024: Nil).

2025

£000

2024

£000

Company

Cost

At 1 January 98,369 97,758

Share based payments – share options granted to employees of subsidiaries 379 611

At 31 December 98,748 98,369

Impairment

At 1 January and 31 December 28,950 28,950

Net book amount

At 31 December 69,798 69,419

Investments are held at cost less provisions for impairment. If there is an impairment trigger then the recoverable amounts

of the investments are determined by calculating a value in use for the appropriate subsidiary investment. Management

estimates discount rates using pre–tax rates that reflect current market assessments of the time value of money and the

risks specific to the subsidiary investments.

Where the investment is held in a company which is no longer trading, the value is derived from the carrying value of the net

assets on the balance sheet of that entity.

The Directors consider the value of the investments to be supported by their underlying assets and consider there to be no

indicators of impairment.

Subsidiaries Country Activity

Aptitude Software (Canada) Limited* Canada Employment and Group Services

Aptitude Software Inc. * USA Software and Services

Aptitude Software Limited** England & Wales Software and Services

Aptitude Software (Poland) sp. z o.o. * Poland Development

Aptitude Software (Singapore) pte. Limited Singapore Software and Services

Aptitude Revstream Inc. * USA Software and Services

MPP Global Solutions Limited** England & Wales Software and Services

MPP Global Solutions Inc* USA Software and Services

MPP Global Solutions kk* Japan Software and Services

* Indirectly held by Aptitude Software Group plc

** Aptitude Software Limited (03475849) and MPP Global Solutions Limited (03951843) have taken the audit exemption under S479A Companies Act 2006.

As at 31 December 2025, the Company owns 100% of the ordinary share capital and share premium in the above subsidiaries.

The registered office of the group’s principal subsidiaries which is not that of the Company are detailed below:

Subsidiary Registered office

Aptitude Software (Canada) Limited 1055 West Georgia Street, Suite 1500 Royal Centre, PO Box 11117, Vancouver, British Columbia,

V6E 4N7, Canada

Aptitude Software Inc CT Corporation System, 111 8th Avenue, New York, 10011

Aptitude Software (Poland) sp. z o.o. ul. Legnicka 48, Budynek G, 54-202 Wrocław, Poland

Aptitude Software (Singapore) pte. Limited 600 North Bridge Road, 23-01 Parkway Square, Singapore (188778)

Aptitude RevStream Inc. Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle Delaware, 19801

MPP Global Solutions Inc CT Corporation System, 111 8th Avenue, New York, 10011

MPP Global Solutions kk Tobu Bidg 6F, 6 Chrome-28-9 Jingumae, Shibuya, Tokyo 150-0001

119

13. Other long term assets

Group

2025

£000

Group

2024

£000

Prepaid commission costs 530 730

Per IFRS 15, the Group’s assessment is that commission incurred on software licence sales meets the definition of

incremental costs of obtaining a contract. An asset is therefore recognised at inception of the contract for the total value of

commissions payable which is then amortised across the optimisation period assessed for each customer. Further detail on

the optimisation period can be found in the Group’s revenue recognition policy detailed on pages 89 to 92.

The Company held no other long term assets during the year (2024: £Nil).

14. Current income tax assets

As at 31 December 2025, the Group has income tax assets totalling £2,486,000 (2024: £1,721,000), which are expected to

be recovered in the normal course of business, with the majority anticipated within 12 months.

15. Deferred tax

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2024: 25%).

USA deferred tax is calculated using an effective rate of 27% being made up of 21% federal and 6% state tax (2024: 26%

made up of 21% federal and 5% state tax).

Deferred tax

Group

2025

£’000

Group

2024

£’000

Company

2025

£’000

Company

2024

£’000

Deferred tax

– Deferred tax assets 852 1,250 – –

– Deferred tax liabilities (2,432) (3,722) (108) (45)

Deferred tax (liability) (1,580) (2,472) (108) (45)

Net deferred tax (liability)

Group

2025

£’000

Group

2024

£’000

Company

2025

£’000

Company

2024

£’000

At 1 January (2,472) (3,588) (157) (154)

Underlying items (charge)/credit to income statement for the year (291) (95) 20 (3)

Non-underlying deferred tax credit to the income statement for the year 887 871 – –

Credit to equity (Note 27) 226 103 – –

Charge to other comprehensive income (Note 25) 70 242 29 –

Exchange differences – 15 – –

Changes in tax rate – (20) – –

At 31 December (1,580) (2,472) (108) (157)

120

Notes to the Consolidated

Financial Statements

15. Deferred tax (continued)

Deferred tax assets are recognised in respect of tax losses and other temporary differences only to the extent that it is

probable that they will be recovered. At 31 December 2025, the Group had unused tax losses totalling £0.1 million (2024:

£1.9 million) available for offset against future profits. No deferred tax asset has been recognised in respect of these losses

due to the unpredictability of future profit streams.

Deferred tax liabilities have not been recognised in respect of temporary differences arising on investments in subsidiaries

as the Group is able to control the timing of the reversal of these differences and it is probable that they will not reverse

in the foreseeable future. The aggregate amount of temporary differences for which deferred tax assets have not been

recognised is £35.9 million (2024: £29.0 million).

The deferred tax assets and liabilities have been shown gross on the balance sheet because they arise in separate tax

jurisdictions.

Deferred tax asset

2025

£000

2024

£000

Group

Short term timing differences 548 936

Other 304 314

382 1,250

Deferred tax liability

2025

£000

2024

£000

Group

Intangible fixed assets 2,392 3,747

Other 40 (25)

2,432 3,722

Accelerated

capital

allowances

£000

Short term

timing

differences

£000

Share-based

payments

£000

Cash flow

hedge

Total

£000

Company

At 1 January 2024 50 – (1) (133) (84)

Total (charge) to income statement for the year (3) – – – (3)

Charge to other comprehensive income (Note 25) – – – 42 42

At 31 December 2024 47 – (1) (91) (45)

Total (charge) to income statement for the year (34) (26) – 26 (34)

Charge to other comprehensive income (Note 25) – – – (29) (29)

At 31 December 2025 13 (26) (1) (94) (108)

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention

to settle the balances net.

121

16. Trade and other receivables

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

Company

31 Dec 2025

£000

Company

31 Dec 2024

£000

Trade receivables 6,897 13,197 – –

Less: provision for impairment of receivables (291) (1,107) – –

Trade receivables – net 6,606 12,090 – –

Amount owed by group undertakings – – 34,429 15,352

Other receivables 398 216 – 109

Other tax and social security receivable 407 – 407 –

Prepayments 1,943 1,754 485 439

Accrued income 1,786 801 – –

11,140 14,861 35,321 15,900

Within the trade receivables balance of £6.9 million (2024: £13.2 million) there are balances totalling £3.7 million (2024: £6.8

million) which, at 31 December 2025, were overdue for payment. Of this balance 86% (2024: 55%) has been collected at

13 March 2026 (2024: 24 March 2025). DSO (debtor days) decreased to 34 at 31 December 2025 (2024: 55) as a result

of improved collections at year-end combined with a detailed focus on a small number of long-running disputes being

settled prior to 31 December 2025. Deferred income at 31 December 2025 decreased to £28.2 million (2024: £32.2 million),

reflecting the recognition of revenue from prior-year invoicing outpacing new billings during the year.

The ageing of the trade receivables is as follows:

Trade receivables

31 Dec 2025

£000

31 Dec 2024

£000

Not past due 3,169 6,442

Past due

Less than one month overdue 2,443 3,247

One to two months overdue 772 1,171

Two to three months overdue 142 336

More than three months overdue 371 2,001

At 31 December 6,897 13,197

The Company had no trade receivables in either year.

122

Notes to the Consolidated

Financial Statements

16. Trade and other receivables (continued)

Trade and other receivables (excluding amounts owed by group undertakings) are denominated in the following currencies:

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

Company

31 Dec 2025

£000

Company

31 Dec 2024

£000

Sterling 8,644 9,614 892 548

United States Dollars 2,315 5,108 – –

Other 181 139 – –

11,140 14,861 892 548

Movements on the provision for impairment of trade receivables are as follows:

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

At 1 January 1,107 358

Recovery/write off of previously provided debts credited to income statement (728) –

Impairment (credit)/charge recognised in the income statement (88) 749

At 31 December 291 1,107

The impairment credit of £0.8 million (2025) and the impairment charge of £0.7 million (2024) is recognised within operating

expenses in the consolidated statement of profit or loss in accordance with IAS 1.82(ba).

17. Financial instruments

At the balance sheet date, the fair value of outstanding forward foreign exchange contracts and the interest rate swap are:

31 Dec 2025 31 Dec 2024

Group

Assets

£000

Liabilities

£000

Assets

£000

Liabilities

£000

Interest rate swaps – cash flow hedges 103 – 368 –

Forward foreign exchange contracts – cash flow hedges 169 – 19 214

272 – 387 214

31 Dec 2025 31 Dec 2024

Company

Assets

£000

Liabilities

£000

Assets

£000

Liabilities

£000

Interest rate swaps – cash flow hedges 103 – 368 –

103 – 368 –

Total derivatives designated as hedging instruments

The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the consolidated

statement of financial position.

123

17. Financial instruments (continued)

Currency derivatives

Forward foreign exchange contracts are used to hedge a proportion of both the Group’s forecast Polish Zloty denominated

costs over the next 6 months (2024: 12 months). The forward exchange contracts mature across the year.

The notional principal amounts outstanding at the balance sheet date are as follows:

31 Dec 2025

£000

31 Dec 2024

£000

Forward foreign exchange contracts – Polish Zloty 6,491 13,533

There is an economic relationship between the hedged items and the hedging instruments as the terms of the foreign

exchange contracts match the terms of highly probable forecast transactions (i.e. notional amount and expected payment

date). The Group has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign

exchange contracts are identical to the hedged risk components. To test hedge effectiveness, the Group uses the hypothetical

derivative method and compares the changes in the fair value of the hedging instruments against the changes in the fair

value of the hedged items attributable to the hedged risks.

In these hedge relationships, the main sources of ineffectiveness are:

• Differences in the timing of the cash flows of the hedged items and the hedging instruments

• Different indices (and accordingly different curves) linked to the hedged risk of the hedged items and hedging

instruments

• The counterparties’ credit risk differently impacting the fair value movements of the hedging instruments and hedged

items

• Changes to the forecasted amount of cash flows of hedged items and hedging instruments.

At 31 December 2025, the fair value of the Group’s currency derivatives is estimated to be an asset of approximately

£0.2 million (2024: liability of £0.2 million), based on market values derived from forward curves at the year end.

The forward contracts are designated as effective as cash flow hedges in accordance with IFRS 9 ‘Financial Instruments’. The

fair value has been recognised in other comprehensive income and presented in the hedging reserve in equity.

Derivatives designated in hedging relationships at 31 December 2025:

Maturity

Polish Zloty (highly probable forecast purchase) 1-6 months 6-12 months Total

Notional amount (£000) 6,491 – 6,491

Average GBP:Zloty contract value 4.96 – 4.96

Change in fair value of hedging instruments used as the basis for recognising hedge ineffectiveness in

the period (£000) 364

Change in fair value of hedged items used as the basis for recognising hedge ineffectiveness in the

period (£000)

(364)

Derivatives designated in hedging relationships at 31 December 2024:

Maturity

Polish Zloty (highly probable forecast purchase) 1-6 months 6-12 months Total

Notional amount (£000) 6,670 6,863 13,533

Average GBP:Zloty contract value 5.07 5.16 5.11

Change in fair value of hedging instruments used as the basis for recognising hedge ineffectiveness in

the period (£000) (385)

Change in fair value of hedged items used as the basis for recognising hedge ineffectiveness in the

period (£000) 385

The ineffectiveness recognised in the income statement for the year ending 31 December 2025 was £Nil (2024: £Nil). The

amount recycled to the income statement in respect of contracts that matured in 2025 was a gain of £0.5 million (2024: gain

of £0.4 million) and has been recognised in operating costs.

124

Notes to the Consolidated

Financial Statements

17. Financial instruments (continued)

The effective fair value gain from hedging recognised in other comprehensive income during the year ending 31 December

2025 was £0.8 million (2024: loss of £0.4 million).

Interest rate swap

The Group has entered into floating-to-fixed interest rate swaps to hedge the variability in cash flows arising from borrowings

at floating rates as explained in note 19.

There is an economic relationship between the hedged items and the hedging instruments as the terms of the interest rate

swap contract match the terms of the highly probable forecast transactions (i.e. notional amount and expected payment

date). The Group has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the interest rate

swap contract is identical to the hedged risk components. Potential sources of hedge ineffectiveness include designation of

off-market derivatives, differences between the notional amounts of the hedging instruments and the hedged items, as well

as timing differences between cash flows. To test hedge effectiveness, the Group uses the hypothetical derivative method

and compares the changes in the fair value of the hedging instruments against the changes in the fair value of the hedged

items attributable to the hedged risks.

At 31 December 2025, the fair value of the Group’s interest rate derivatives was an asset of £0.1 million (2024: £0.4 million),

determined by discounting expected future cash flows using prevailing market interest rates.

The interest rate swaps are designated as cash flow hedges in accordance with IFRS 9. The change in fair value of the

hedging instrument since the start of the year of less than £0.1 million (2024: £0.1 million) has been recognised in other

comprehensive income and accumulated in the hedging reserve.

Derivatives designated in hedging relationships at 31 December 2025:

Less than

Between

1 year

1 and 2 years

2 and 5 years Total

Notional amount (£000) 1,250 1,250 3,500 6,000

Weighted average hedged rate – Fixed to floating SONIA + 1.4% SONIA + 1.4% SONIA + 1.4%

Weighted average hedged rate –Floating to fixed 2.84% 2.84% 2.84%

Change in fair value of hedging instruments used as the basis for recognising hedge

ineffectiveness in the period (£000) £380

Change in fair value of hedged items used as the basis for recognising hedge

ineffectiveness in the period (£000) (380)

The effective portion of changes in the fair value of the interest rate swaps is recognised in other comprehensive income.

Amounts accumulated in the cash flow hedge reserve are reclassified to the statement of comprehensive income in the

same period as the hedged cash flows affect profit or loss and are recognised in finance costs. During the year, following

the discontinuation of the previous hedging relationship, amounts previously recognised in the cash flow hedge reserve in

respect of the 2026 swap were fully recycled to profit or loss and recognised in finance costs. A new interest rate swap has

subsequently been designated in a cash flow hedging relationship. The amount recognised in finance costs in respect of

interest rate swap settlements during the year was £0.4 million (2024: gain of £0.3 million). Hedge ineffectiveness recognised

in the income statement for the year ended 31 December 2025 was £Nil (2024: £Nil).

125

17. Financial instruments (continued)

Fair values of non-derivative financial assets and financial liabilities

Where market values are not available, fair values of financial assets and financial liabilities have been calculated by

discounting expected future cash flows at prevailing interest rates and by applying year-end exchange rates.

31 Dec 2025 31 Dec 2024

Note

Book value

£000

Fair value

£000

Book value

£000

Fair value

£000

Group

Cash at bank and in hand 18 29,558 29,558 30,400 30,400

31 Dec 2025 31 Dec 2024

Note

Book value

£000

Fair value

£000

Book value

£000

Fair value

£000

Company

Cash at bank and in hand 18 6,722 6,722 17,822 17,822

The carrying amount of borrowings, short term payables and receivables, net of impairment, is equal to their fair value.

Neither the Group or the Company defaulted on any loans during the year. In addition the Group and Company did not

breach the terms of any loan agreements during the year.

Credit quality of financial assets

The credit quality of financial assets can be assessed by reference to the customer type.

Group

2025

£000

2024

£000

Trade receivables

Banks and financial institutions 1,629 3,303

Other corporates 1,540 3,139

Total current trade receivables 3,169 6,442

Banks and financial institutions 1,912 1,744

Other corporates 1,816 5,011

Overdue trade receivables 3,728 6,755

Total trade receivables 6,897 13,197

Cash at bank and short-term bank deposits

Current Rating

(Moody’s)

2025

£000

2024

£000

A3 25,439 27,608

Aa3 3,755 2,176

Aa1 307 559

A1 57 57

29,558 30,400

None of the financial assets that are fully performing have been renegotiated in the last year.

126

Notes to the Consolidated

Financial Statements

18. Cash and cash equivalents

Cash and cash equivalents are denominated in the following currencies:

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

Company

31 Dec 2025

£000

Company

31 Dec 2024

£000

Sterling 8,719 18,589 6,722 17,822

United States Dollar 16,470 10,401 – –

Euros 731 502 – –

Canadian Dollar 1,825 647 – –

Polish Zloty 1,779 189 – –

Singapore Dollar 31 69 – –

Japanese Yen 3 3 – –

Cash at bank and in hand

29,558 30,400 6,722 17,822

The effective interest rate on short term deposits was 0.6% (2024: 1.4%).

19. Financial liabilities

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

Company

31 Dec 2025

£000

Company

31 Dec 2024

£000

Bank loan 5,940 7,180 5,940 7,180

The borrowings are repayable as follows:

Within one year 1,250 7,188 1,250 7,188

In the second year 1,250 1,250

In the third to fifth years inclusive 3,500 – 3,500 –

6,000 7,188 6,000 7,188

Unamortised prepaid facility arrangement fees (60) (8) (60) (8)

As at 31 December

5,940 7,180 5,940 7,180

Of the total borrowings, £4.7 million is repayable after more than one year.

On 14 October 2025, the Group refinanced its existing borrowings with Bank of Ireland. The previous loan, with an outstanding

principal balance of £7.1 million, was fully repaid on that date.

Concurrently, the Group entered into a new loan agreement with HSBC UK for a principal amount of £6.0 million. The

refinancing completed during the year provides the Group with committed funding for a minimum period of three years

from October 2025. Together with the Group’s existing cash balances and forecast operating cash flows, the Directors

believe the Group has sufficient liquidity and covenant headroom to meet its obligations as they fall due over the forecast

period. The facility agreement also provides extension options which, if exercised, would extend the maturity beyond the

initial three-year term. The new facility has a contractual term of three years, with an option to extend for a further one year,

subject to lender approval. The loan bears interest at SONIA plus a 1.40% margin.

In addition, the Group has a £5.0 million Revolving Credit Facility (“RCF”) with HSBC UK, which bears interest at SONIA plus

a 1.50% margin on any amounts drawn. An uncommitted accordion option of up to £5.0 million was also available. A 35%

charge is applied to the undrawn portion of the RCF, resulting in an undrawn fee calculated of 0.525%.

The term loan is repayable in quarterly instalments of £0.3 million, with the remaining balance repayable at maturity. The

revolving credit facility is repayable at maturity, unless repaid earlier.

127

19. Financial liabilities (continued)

The facilities are senior secured and supported by customary guarantees and security granted by certain Group entities,

including fixed and floating charges over certain assets of the Group. These security arrangements were registered with

Companies House on 15 October 2025, following the creation of the charge on 14 October 2025.

The facility agreement contains customary financial covenants, which are tested periodically in accordance with the terms

of the agreement. These include financial ratio covenants typically based on leverage and interest cover metrics calculated

on a consolidated Group basis. The Directors confirm that the Group complied with all covenant requirements throughout

the year and at the reporting date. The Group monitors covenant compliance and liquidity headroom on a regular basis as

part of its treasury management processes.

Total transaction costs incurred in relation to the refinancing have been capitalised and are being amortised over the

expected life of the facilities using the effective interest method.

At 31 December 2025, the Group had £5.0 million of undrawn committed borrowing facilities, excluding the uncommitted

accordion option. These facilities provide the Group with additional liquidity and financial flexibility to support working

capital requirements and strategic initiatives.

20. Trade and other payables

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

Company

31 Dec 2025

£000

Company

31 Dec 2024

£000

Trade payables 1,099 405 54 74

Amounts owed to group undertakings – – 33,820 18,292

Other tax and social security payable 898 929 381 14

Other payables 410 154 90 –

Accruals 7,328 6,909 931 563

9,735 8,397 35,276 18,943

Amounts owed to group undertakings represent short-term funding provided through the Group’s central

treasury arrangements.

These balances are:

• unsecured

• interest free

• repayable on demand

During the year, the Company received £54.4 million from, and advanced £52.3 million to, group undertakings, resulting in

net funding of £2.1 million (2024: £11.2 million).

The movement reflects the Company’s participation in the Group’s treasury arrangements, under which funding is provided

and repaid through intercompany balances depending on operational cash requirements.

20. (a) Contract liabilities / Deferred income

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

Deferred income 28,227 32,225

The decrease in deferred revenue reflects the recognition of revenue from prior year invoicing exceeding new billings during

the year. The Group continues to maintain a strong base of recurring subscription revenue.

The deferred income balance has been shown as a separate line on the face of the Statement of Financial Position in 2025

to provide better clarity and transparency to the users (with the comparatives updated on a consistent basis).

128

Notes to the Consolidated

Financial Statements

21. Capital lease obligations

The Group leases various offices and plant and machinery which, following the adoption of IFRS 16 met the criteria set out

to be recognised as capital lease agreements.

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

Amounts payable under lease liabilities:

Within one year 622 633

Within two to five years 1,832 2,111

After five years 182 544

Total 2,636 3,288

Less: future finance charges (239) (345)

Present value of lease obligations 2,397 2,943

Less: Amount due for settlement within 12 months (shown under current liabilities) (543) (527)

As at 31 December 1,854 2,416

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

The present value of financial lease liabilities is split as follows:

Within one year 543 527

Within two to five years 1,681 1,890

After five years 173 526

2,397 2,943

The Company had no capital lease obligations during the year (2024: Nil).

Group

31 Dec 2025

£000

Group

31 Dec 2024

£000

Liability as at 1 January 2,943 3,014

Additions – 398

Interest 111 119

Foreign exchange (32) 4

Repayments (625) (592)

Liability as at 31 December 2,397 2,943

Total cash outflows from all leases totalled £0.9 million (2024: £1.0 million), of which £0.2 million (2024: £0.3 million)

related to short term or low value leases. These amounts are displayed within the cash flows from operating activities in the

statement of cash flows.

129

22. Provisions

31 Dec 2025

£000

31 Dec 2024

£000

Group

At 1 January 383 368

Charged to income statement (6) 19

Foreign exchange – (4)

At 31 December

377 383

Provisions have been analysed between current and non-current as follows:

31 Dec 2025

£000

31 Dec 2024

£000

Current – 25

Non-current 377 358

377 383

£0.3 million (2024: £0.3 million) of the total provision at 31 December 2025 of £0.4 million (2024: £0.4 million) relates to the

cost of dilapidations in respect of its occupied leasehold premises.

All of the non-current provision is expected to unwind within 2 to 5 years (2024: 2 to 5 years).

23. Share capital

31 Dec 2025 31 Dec 2024

Number £000 Number £000

Group and Company

Ordinary shares of 7 1/3p each

Issued and fully paid:

At 1 January 57,337,611 4,204 57,337,611 4,204

Shares issued 6,707 – – –

Shares cancelled (1,233,354) (89) – –

At 31 December 56,110,964 4,115 57,337,611 4,204

The number of ordinary shares for which Aptitude employees hold options and the period to which the options are

exercisable are as follows (note 30):

Period

Year of

grant

Exercise

price

2025

Number

2024

Number

Between 12 March 2022 and 10 August 2029 2019 7 1/3p 12,480 12,480

Between 1 November 2024 and 1 May 2025 2021 692.0p – 338

Between 1 November 2024 and 1 May 2025 2021 700.0p – 22,890

Between 22 November 2025 and 22 May 2032 2022 7 1/3p – 260,771

Between 1 December 2025 and 1 May 2026 2022 372.5p 2,416 22,590

Between 1 December 2025 and 1 May 2026 2022 335.0p 182,294 278,141

Between 5 September 2026 and 5 September 2033 2023 7 1/3p 230,796 338,532

Between 5 September 2028 and 5 September 2035 2023 7 1/3p 38,589 74,660

Between 1 December 2026 and 1 May 2027 2023 236.0p 80,958 111,983

Between 1 December 2026 and 1 May 2027 2023 280.0p 467,660 687,522

Between 5 September 2027 and 5 September 2034 2024 7 1/3p 271,817 399,912

Between 5 September 2029 and 5 September 2036 2024 7 1/3p 11,697 63,467

Between 1 December 2027 and 1 May 2028 2024 274.0p 14,894 34,905

Between 1 December 2027 and 1 May 2028 2024 331.0p 69,500 102,574

Between 18 September 2028 and 18 September 2035 2025 7 1/3p 389,762 –

Between 1 December 2028 and 1 May 2029 2025 236.0p 12,370 –

Between 1 December 2028 and 1 May 2029 2025 304.0p 166,520 –

1,951,753 2,410,765

130

Notes to the Consolidated

Financial Statements

24. Share premium account

2025

£000

2024

£000

Group and Company

At 1 January 11,959 11,959

At 31 December 11,959 11,959

25. Other reserves

Derivatives

hedge

reserve

£000

Merger

reserve

£000

Employee

benefit

trust reserve

£000

Total

£000

Group

At 1 January 2024 856 34,195 (62) 34,989

Cash flow hedges reclassified to income statement (713) – – (713)

Gain on effective cash flow hedges (254) – – (254)

Deferred tax on cash flow hedges 242 – – 242

Transfer on exercise of options – – 85 85

Purchase of own shares – – (24) (24)

At 31 December 2024 131 34,195 (1) 34,325

Cash flow hedges reclassified to income statement (847) – – (847)

Gains on cash flow hedges 830 – – 830

Deferred tax movements (70) – – (70)

Transfer from EBT – – (3,288) (3,288)

Transfer on exercise of options – – 1 1

At 31 December 2025

44 34,195 (3,288) 30,951

Derivatives

hedge reserve

£000

Merger reserve

£000

Employee

benefit trust

reserve

£000

Total

£000

Company

At 1 January 2024 371 17,398 (62) 17,707

Cash flow hedges reclassified to income statement (297) – – (297)

Gain on effective cash flow hedges 131 – – 131

Deferred tax on cash flow hedges 42 – – 42

Transfer on exercise of options – – 85 85

Purchase of own shares – – (24) (24)

At 31 December 2024 247 17,398 (1) 17,644

Cash flow hedges reclassified to income statement (379) – – (379)

Deferred tax on cash flow hedges (29) – – (29)

Transfer from EBT – – (3,288) (3,288)

Transfer on exercise of options – – 1 1

At 31 December 2025 (161) 17,398 (3,288) 13,949

131

26. Treasury shares reserves

Group

£000

Company

£000

At 1 January 2024 – –

Purchase of own shares (4,014) (4,014)

Transfer on exercise of options 202 202

At 31 December 2024 (3,812) (3,812)

Purchase of own shares (5,051) (5,051)

Transfer on exercise of options 9 9

Transfer to EBT 3,288 3,288

Cancellation of shares 3,953 3,953

At 31 December 2025 (1,613) (1,613)

1,648,025 shares were purchased by the Company in 2025 for a total cost of £5.1m (2024: 1,185,400 shares at a cost

of £4.0m) under the Company’s share buyback programme. The EBT holds 1,000,558 (2024: 558) ordinary shares in the

Company.

During the year, the Company cancelled 1,233,354 ordinary shares which were previously held in treasury. The nominal

value of £89k has been deducted from share capital, with £3,953k transferred from the treasury shares reserve to retained

earnings. At 31 December 2025, 531,40 shares remained held in treasury.

27. Retained earnings / (accumulated losses)

Group

£000

Company

£000

At 1 January 2024 (2,349) 23,768

Profit for the year 4,980 14,476

Share options – value of employee service (Note 30) 611 611

Transfer on exercise of options (287) (287)

Deferred tax on share options (Note 15) 103 –

Dividends paid (Note 8) (3,081) (3,081)

At 31 December 2024 (23) 35,487

Profit for the year 4,024 687

Other movements – (11)

Share options – value of employee service (Note 30) 379 379

Transfer on exercise of options (10) (10)

Deferred tax on share options (Note 15) 226 –

Dividends paid (Note 8) (2,999) (2,999)

Cancellation of shares (3,953) (3,953)

At 31 December 2025 (2,356) 29,580

The profit for the financial year dealt with in the financial statements of the Company was £687,000 (2024: profit of

£14,476,000). As permitted by Section 408 of the Companies Act 2006, no separate income statement or statement of

comprehensive income is presented in respect of the Company.

Of the Company’s £29.6 million retained earnings, £25.9 million (2024: £32.2m) is distributable to shareholders following

adjustment for the cumulative impact of share options value of service through reserves.

132

Notes to the Consolidated

Financial Statements

28. Cash flows from operating activities

Reconciliation of profit before tax to net cash generated from operations:

Group

Year ended

31 Dec 2025

£000

Group

Year ended

31 Dec 2024

£000

Company

Year ended

31 Dec 2025

£000

Company

Year ended

31 Dec 2024

£000

Profit before tax for the period 4,640 5,593 687 14,476

Adjustments for:

Depreciation 1,208 1,304 11 11

Amortisation 3,447 3,447 – –

Share-based payment expense 379 611 – –

Finance income (146) (368) (146) (357)

Finance costs 312 450 135 290

Changes in working capital:

Decrease / (Increase) in receivables 3,721 (2,049) (344) –

Decrease in payables (2,660) (136) 805 (96)

Decrease in provision (6) – – –

Cash generated from operations 10,895 8,852 1,148 14,324

29. Commitments

The Group and Company have no commitments other than short term leases or a lease of low-value asset during the year

(2024: £Nil).

30. Share based payments

Performance Share Plan (PSP)

Under the 2016 Performance Share Plan (PSP), the Remuneration Committee is allowed to grant conditional allocations of

par value options in the Company to key executives. The contractual life of an option is 10 years. The PSP is considered a

Long Term Incentive Plan (LTIP) award.

241,566 options were granted on 18 September 2025 (2024: 394,578 awards granted). The performance conditions are in

line with those described for the executive Directors on page 57.

The inputs inserted into the Monte Carlo Pricing model for the options granted in 2025 are detailed below.

Item Value

Exercise price 7 1/3p

Expected volatility 48.00%

Dividend yield 1.80%

Risk-free interest rate 3.89%

Share price at grant date 300p

For the calculation of the expected volatility, historical share price volatility was used as a guide over a commensurate period

to the expected term of awards.

At the year end there were 9 (2024: 39) employees currently participating in the scheme. Exercise of an option is subject to

continued employment.

133

30. Share based payments (continued)

Details of the share options outstanding under the PSP during the year are as follows:

2025 2024

Number

Weighted

average

exercise

price Number

Weighted

average

exercise price

Outstanding at 1 January 862,136 7 1/3p 788,863 7 1/3p

Granted 241,566 7 1/3p 394,578 7 1/3p

Exercised – 7 1/3p (66,087) 7 1/3p

Lapsed (411,467) 7 1/3p (255,218) 7 1/3p

Outstanding at 31 December 692,235 7 1/3p 862,136 7 1/3p

Exercisable at 31 December 12,480 7 1/3p 12,480 7 1/3p

Nil (2024: 66,087) PSP share options were exercised in 2025. The weighted average share price at the date of exercise for

share options exercised during 2025 under the Share Option Plans was Nil (2024: 305p).

The options outstanding at the end of the year have an expected weighted average remaining contractual life of 8.78 years

(2024: 8.94 years).

No options have expired during the periods covered by the above tables.

Share option plans

The Group has set up several Share Option Plans, under which the Remuneration Committee can grant options over shares

in the Company to employees of the Group. Options are granted with a fixed exercise price equal to the market price of the

shares under option at the date of grant. The contractual life of an option is 3 years. 162 employees (2024: 239) currently

participate in these Plans.

Options granted under the Share Option Plans will become exercisable on the third anniversary of the date of grant, subject

to specific criteria being met.

Exercise of an option is subject to continued employment.

Details of the share options outstanding under the Share Option Plans during the year are as follows:

2025 2024

Number

Weighted

average

exercise

price Number

Weighted

average

exercise

price

Outstanding at 1 January 1,260,943 284.78p 1,398,071 309.09p

Granted 178,890 299.30p 144,249 314.53p

Exercised (2,584) 280.00p – 00.00p

Lapsed (440,637) 318.79p (281,377) 420.83p

Outstanding at 31 December 996,612 272.36p 1,260,943 284.78p

Exercisable at 31 December 184,710 335.49p 23,228 699.88p

The inputs inserted into the Black Scholes Pricing model for the options granted in 2025 are detailed below.

Item UK International

Exercise price 236p 304p

Expected volatility 37.90% 37.90%

Dividend yield 1.78% 1.78%

Risk-free interest rate 3.99% 3.99%

Expected cancellation rate 5% 5%

134

Notes to the Consolidated

Financial Statements

30. Share based payments (continued)

For the calculation of the expected volatility, historical share price volatility was used as a guide over a commensurate period

to the expected term of awards.

The weighted average share price at the date of exercise for share options exercised during the year under the Share Option

Plans was £2.80 (2024: £Nil).

The options outstanding at the end of the year have an expected weighted average remaining contractual life of 1.59 years

(2024: 2.17 years).

No options have expired during the periods covered by the above tables.

Restricted Stock Units (RSUs)

During the year, the Group issued Restricted Stock Units (RSUs), under which the Remuneration Committee can grant

options over shares in the Company to employees of the Group. Options are granted with a fixed exercise price equal to the

market price of the shares under option at the date of grant. The contractual life of an option is 10 years. At the year end

there were 24 (2024: 21) employees currently participating in the scheme.

Options granted as Restricted Stock Units will become exercisable on the third anniversary of the date of grant, subject to

specific criteria being met.

Exercise of an option is subject to continued employment.

Details of the share options outstanding under the Share Option Plans during the year are as follows:

2025 2024

Number

Weighted

average

exercise price Number

Weighted

average

exercise price

Outstanding at 1 January 287,686 7 1/3p 147,031 7 1/3p

Granted 148,196 7 1/3p 145,092 7 1/3p

Lapsed (172,976) 7 1/3p (4,437) 7 1/3p

Outstanding at 31 December 262,906 7 1/3p 287,686 7 1/3p

Exercisable at 31 December – –

The inputs inserted into the Black Scholes Pricing model for the options granted in 2025 are detailed below.

Value

Exercise price 7 1/3p

Expected volatility 38.10%

Dividend yield 1.80%

Risk-free interest rate 3.89%

For the calculation of the expected volatility, historical share price volatility was used as a guide over a commensurate period

to the expected term of awards.

The weighted average share price at the date of exercise for share options exercised during the year under the Share Option

Plans was £Nil (2024: £Nil).

The options outstanding at the end of the year have an expected weighted average remaining contractual life of 9.1 years

(2024: 9.15 years).

The Group recognised total expenses of £0.4 million (2024: £0.6 million) related to equity-settled share-based payment

transactions during the year. After deferred tax, the total charge in the income statement was £0.5 million (2024: £0.7

million). There was a deferred tax credit of £0.2 million (2024: credit of £0.1 million) taken directly to equity.

The Company recognised total income of £Nil (2024: £Nil) related to equity-settled share-based payment transactions

during the year. After deferred tax, the total credit in the income statement was £Nil (2024: £Nil). There was a deferred tax

credit of £Nil (2024: £Nil) taken directly to equity.

135

31. Retirement benefit schemes

The Group operates defined contribution retirement benefit plans for qualifying employees in the UK. The assets of the

plans are held separately from those of the Group in funds under the control of trustees.

The Group also operates defined contribution retirement benefit plans for its overseas employees with contributions up to

6% of basic salary.

The total expense in the income statement of £1.0 million (2024: £1.1 million) represents contributions payable to these

plans by the Group at rates specified in the rules of the plans. As at 31 December 2025, no contributions due in respect of

the 2025 reporting year had not been paid over to the plans and were included within accruals.

32. Related party transactions

During the year, the following directors were paid dividends as ordinary shareholders from Aptitude Software Group plc

whilst acting as a director:

Ivan Martin was paid dividends of £12,150 (2024: £12,150). Alex Curran was paid dividends of £644 (2024: £644).

There were no further related party transactions in the year ended 31 December 2025 (2024: £Nil), as defined by International

Accounting Standard No 24 “Related Party Disclosures” other than key management compensation as disclosed in note 4.

Shareholder Information

136

Analysis of register of members

As at 31 December 2025, the Company had 796 registered holders of ordinary shares. Their shareholdings are analysed below:

Size of shareholding

Number of

shareholders

Percentage of

shareholders

Number of

Percentage of

issued shares

1-1,000 493 61.9% 137,795 0.2%

1,001-5,000 162 20.3% 361,666 0.6%

5,001-50,000 80 10.1% 1,381,859 2.5%

50,001-500,000 41 5.2% 7,736,546 13.8%

500,001-above 20 2.5% 46,493,098 82.9%

Total 796 100% 56,110,964 100%

Shareholder type

Number of

shareholders

Percentage of

shareholders

Number of

Percentage of

issued shares

Institutional shareholders 164 20.6% 54,473,979 97.0%

Private shareholders 632 79.4% 1,636,985 3.0%

Total 796 100% 56,110,964 100%

Share register enquiries

Shareholders’ enquiries regarding shareholdings or dividends should in the first instance be addressed to our registrar:

MUFG Corporate Markets (formerly known as Link Group)

Central Square

29 Wellington Street

Leeds LS1 4DL.

0371.664.0300 (Calls are charged at the standard geographic rate and will vary by provider)

Outside UK +44 (0) 371.664.0300 (Calls are charged at the standard geographic rate and will vary by provider)

Lines are open Monday - Friday 9am - 5:30pm

Email: shareholderenquiries@cm.mpms.mufg.com

You can also manage your shareholding online at https://uk.investorcentre.mpms.mufg.com/Login/Login

Donate your shares to charity

If you have only a small number of shares which are uneconomical to sell you may wish to donate them to charity free of charge

through ShareGift (Registered Charity10528686).

Find out more at www.sharegift.org.uk or by telephoning 020 7930 3737.

Share fraud warning

Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or

non-existent, or an inflated price for shares they own. These calls come from fraudsters operating in ‘boiler rooms’ that are mostly

based abroad.

While high profits are promised, those who buy or sell shares in this way usually lose their money.

The Financial Conduct Authority (FCA) has found most share fraud victims are experienced investors who lose an average of

£20,000, with around £200m lost in the UK each year.

137

Protect yourself

If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or

research reports, you should take these steps before handing over any money:

• Get the name of the person and organisation contacting you.

• Check the Financial Services Register at http://www.fca.org.uk/ to ensure they are authorised.

• Use the details on the FCA Register to contact the firm.

• Call the FCA Consumer Helpline on 0800.111.6768 if there are no contact details on the Register or you are told they are out

of date.

• Search our list of unauthorised firms and individuals to avoid doing business with.

Annual General Meeting of shareholders

We consider the Annual General Meeting of shareholders (AGM) to be an important event in our calendar and a significant

opportunity to engage with our shareholders. The 2026 AGM will be held at 9:00 a.m. on Wednesday 27 May 2026 at the offices of

Aptitude Software Group plc, 8th Floor, 138 Cheapside, London, EC2V 6BJ. Details are given in a separate notice to shareholders.

A copy of the Notice of Annual General Meeting together with this Annual Report is posted on the Company’s website

www.aptitudesoftware.com. Shareholders are strongly encouraged to vote ahead of the meeting regardless of whether they plan

to attend the AGM in person, to mitigate against the risk of disruptions such as train strikes.

Shareholders are also invited to submit questions ahead of the AGM. Details of how to do this are contained in the Notice of

Annual General Meeting

Website

The investor section of the Group’s corporate website, www.aptitidesoftware.com contains a wide range of information including

regulatory news, results announcements, share price information and information about our Board and Committees. It is also

possible to sign up to receive regulatory news relating to Aptitude Software plc alerts by email at www.aptitudesoftware.com/

investor-relations/email-alerts/

Advisors

Independent Auditor

RSM UK Audit LLP

6th Floor,

25 Farringdon Street

London

EC4A 4AB

Financial Advisor and

Stockbroker

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

Financial Public Relations

Alma PR

71-73 Carter Lane

London

EC4V 5EQ

Registrars

MUFG Corporate Markets

(formerly known as

Link Group)

Central Square

29 Wellington Street

Leeds

LS1 4DL

Company’s Registered Office

8th Floor

138 Cheapside

London

EC2V 6BJ

Company number: 01602662

REVSTREAM, APTITUDE REVENUE RECOGNITION ENGINE, FYNAPSE and the triangle device are trademarks of Aptitude Software Limited. Aptitude

– U.S. and European Patents Pending and Granted. For more information, please refer to: https:// www.aptitudesoftware.com/

patentsandtrademarks

www.aptitudesoftware.com

Poland

ul. Legnicka 48

Budynek G

54-202 Wroclaw

Tel: +48 71 35 83 010

Annual Report 2025

London

8th Floor

138 Cheapside,

London, EC2V 6BJ

Tel: 44 (0)20 3687 3200

Boston

Suite 1310

101 Federal Street

Boston, MA 02110

Tel: +1 (857) 201-3432