UK Company B: annual report review

A UK-listed technology and logistics group. Identity masked; the work is shown in full.

Summary

Company
a UK-listed technology and logistics group
Documents reviewed
Annual report for 2025, about 300 pages, read with the prior-year annual report
Observations
32 compliance and disclosure gaps, 27 regulator-style questions, 21 drafting slips
Elapsed review time
63 minutes from start to finished report
Standards applied
Companies Act 2006, UK-adopted IFRS and FRS 101, the UK Listing Rules, DTR, the UK Corporate Governance Code, ISA (UK) 700 / 701 and FRC guidance

Observations by category and severity

Observations by category and severity
CategoryCriticalHighMediumLowTotal
Compliance gap Compliance or disclosure gap––11617
Presentation Presentation point––51015
Question Regulator-style question––42327
Drafting Drafting slip–––2121
Total––107080

Findings register

80 observations

RefObservationCategorySeverityAreaStatus
1.02Diluted earnings per share for 2025 includes convertible-bond shares that the standard requires to be excluded, and no diluted figure is given for the discontinued operationCompliance gapMediumFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.12The audited going concern note says the assessment ran only to the end of [date], while the Strategic Report says [date]PresentationMediumFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.13The borrowings maturity table puts the [date] notes in the two-to-five-year columnPresentationMediumFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
3.02The Financial Review gives pro-forma profit before tax and earnings per share under the statutory names, without the audited figures beside themPresentationMediumStrategic report, APMs and the Listing RulesEstablished
3.03Two different 2024 net debt figures: [amount] in the going concern statement, [amount] in the Finance Review, with no label on the basisPresentationMediumStrategic report, APMs and the Listing RulesEstablished
3.04'Underlying cash flow' is defined four different ways and the label is used for two figures [amount] apartPresentationMediumStrategic report, APMs and the Listing RulesEstablished
1.03The 2025 net book value of each class of intangible assets does not follow from the cost and amortisation in the same noteCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.04The notes do not say what caused the 2025 impairment losses of [amount] on property, plant and equipment and intangible assetsCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.05The 2025 inventory write-down charged to the income statement is not given, although the provision rose from [amount] to [amount]Compliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.06The level 3 fair value reconciliation closes at [amount] but the level 3 column of the hierarchy table totals [amount], and the note says nothing moved out of level 3Compliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.07The lessor note labels the undiscounted lease payments as the net investment, groups years three to five together, and the related-party note's lease income and receipts do not roll the balanceCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.08Adjusted loss per share is worked on two different share counts, and the Financial Review prints a third set of figuresCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.09The segment note names three customers above 10% of revenue but gives only two segment totals, not the revenue from each customerCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.10The geographical revenue table does not say how revenue is attributed to countries, in either yearCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.11The discontinued-operations note gives the net operating, investing and financing cash flows of [former subsidiary] for 2024 only, with no 2023 comparativeCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
2.01The table of holding notifications received after the year end lists two of the ten notifications made in that periodCompliance gapLowGovernance, the board's committees and directors' remunerationInterpretation
2.02The directors' report says no qualifying third-party indemnity was in force, in the same paragraph that describes [wording masked]Compliance gapLowGovernance, the board's committees and directors' remunerationInterpretation
2.03The relative importance of spend on pay table gives each year's figures but not the difference between the years (both years)Compliance gapLowGovernance, the board's committees and directors' remunerationEstablished
2.04Neither report gives the unexpired term of the service contracts of the directors proposed for re-electionCompliance gapLowGovernance, the board's committees and directors' remunerationEstablished
2.052024 People Committee attendance table leaves out the former Chair, a member until [date]Compliance gapLowGovernance, the board's committees and directors' remunerationEstablished
3.01The Strategic Report gives the senior-manager and employee gender split only as percentages, not the numbers of persons the Act requiresCompliance gapLowStrategic report, APMs and the Listing RulesEstablished
4.01The statements of capital filed at Companies House show about [n] fewer shares than the Annual Reports and the voting-rights announcementsCompliance gapLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
1.14The 2024 comparative split of discontinued adjusting items does not add up to its own totalPresentationLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.15The Joint Share Ownership Scheme closing weighted average exercise price of [amount] cannot be reached from the [amount] opening price and the [amount] exercisesPresentationLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.16Two Company notes give different figures for the expected credit loss provision brought forward on amounts due from subsidiariesPresentationLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
2.06The remuneration report states the Executive Directors' salaries from [date] and also says those salaries have not been decidedPresentationLowGovernance, the board's committees and directors' remunerationEstablished
2.07The Directors' Report still describes the 2026 senior notes as outstanding, at a balance its own figures do not produce, although they were repaid on [date]PresentationLowGovernance, the board's committees and directors' remunerationEstablished
2.08Non-executive fee changes are shown as [n]% for every director, although the footnote says they are based on total fees paid and one director's total fees fellPresentationLowGovernance, the board's committees and directors' remunerationInterpretation
3.05The five-year plan behind the viability statement was approved in [date] according to one section and in [date] according to anotherPresentationLowStrategic report, APMs and the Listing RulesInterpretation
3.06The adjusted EBITDA KPI is said to exclude 'non-recurring' items, but the items it excludes recur every yearPresentationLowStrategic report, APMs and the Listing RulesEstablished
3.07'Fees invoiced' includes [amount] of automation fees that its own definition leaves out, and it has no reconciliation to revenuePresentationLowStrategic report, APMs and the Listing RulesEstablished
5.01The Five-Year Summary gives 2024 Scope 1 and market-based Scope 2 emissions that differ from the assured 2024 figures, in both years' reportsPresentationLowClimate, sustainability and other statutory disclosuresEstablished
1.17The [investee] fundraising is disclosed as a material event with neither an estimate of its effect nor a statement that an estimate cannot be madeQuestionMediumFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.20Neither report says whether borrowing costs are capitalised on [facility] equipment and software under construction, and the 2024 policy wording on qualifying assets has been deletedQuestionMediumFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
2.10The annual bonus outturns for 'Group EBITDA' and cash-flow improvement do not match the figures reported in the Financial review, and the basis is not explainedQuestionMediumGovernance, the board's committees and directors' remunerationInterpretation
2.11The Chief Executive's 2024 performance share award is shown at [amount] this year against [amount] last year, and this year's report no longer explains the enhanced multiplier behind its sizeQuestionMediumGovernance, the board's committees and directors' remunerationInterpretation
1.22The 2024 revenue from major customers in [segment] is [n] in this report but [n] in the 2024 reportQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.23The two named sources of 2025 commercial income account for only 66% of itQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.24The 2024 comparatives in the facilities table are [amount] lower than the 2024 report printed, with no explanation of the changeQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.26Revenue said to come from opening contract liabilities exceeds what the movement table allows once the [customer] Letter of Credit revenue is taken outQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.27Fair value and pricing inputs are given only for the Performance Share Plan, not for the other share options and awards granted in the yearQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.28Non-current assets by geography leave out goodwill, which IFRS 8 does not list among the assets that may be excludedQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.29Tax credited to other comprehensive income is about half of the loss on equity investments, and in 2024 a loss carried a tax chargeQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.30The share-based payment add-back in the cash flow reconciliation is the total charge for 2025 but only the equity-settled charge for 2024QuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.32The deferred tax movement table and the tax charge note give different deferred tax credits to profit or loss and opposite signs for the tax-rate effectQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.33On what basis was the rescheduled [investee] loan treated as low credit risk with only 12-month expected losses?QuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.34The 2024 foreign exchange sensitivity gives a [amount] gain for a 10% appreciation but only a [amount] loss for a 10% depreciationQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
2.13The Chief Executive's 2025 performance share award equals 581% of salary at the stated grant price, not the [n]% the report statesQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.14The chief executive pay ratio is labelled 'Option B' but uses the median of [n] employees at each percentile, not the three best-equivalent employees the Regulations describeQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.15The Corporate Governance Statement says it [wording masked], a paragraph later, calls itself a separate statement with its own approval and signatureQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.16Why does the Board treat a director of [n] years' service, linked to a 10% shareholder, as independent (both years)?QuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.17The significant-shareholder tables leave out holders the company had been told of, and show a derivatives position as sharesQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.18The Audit Committee's significant issues leave out the auditor's key audit matter on promotional allowances, and name goodwill impairment as a focus without a rowQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.19The former Chair's [amount] office support allowance is not in the single-figure table, which shows no taxable benefits for himQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.20The Chief Executive's 2023 total pay is [amount] in the single-figure table but [amount] in the ten-year and pay ratio tablesQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
3.08The finance cost explanation cites [amount] 'redeemed during the period', a figure the listed redemptions do not giveQuestionLowStrategic report, APMs and the Listing RulesInterpretation
3.09[place] is a 'shared' site earning service revenue in the [segment] review but a 'sole customer site' held as a finance lease in the [former subsidiary] reviewQuestionLowStrategic report, APMs and the Listing RulesInterpretation
3.10Board diversity statement: the senior-position target is reported as not met, but the reasons are not statedQuestionLowStrategic report, APMs and the Listing RulesInterpretation
5.02Market-based Scope 2 emissions are marked as assured, but the assurance provider's list of assured items has an empty line where that item stood last yearQuestionLowClimate, sustainability and other statutory disclosuresInterpretation
6.01'Group adjusted revenue' carries the APM symbol in the KPIs and Financial Review but is not one of the measures the APM section lists, and the Financial Review calls the same figure 'revenue'DraftingLowStrategic report, APMs and the Listing RulesEstablished
6.02Going concern and viability statements: a wrong maturity month, an incomplete maturity-year list and two wording slipsDraftingLowStrategic report, APMs and the Listing RulesEstablished
6.03Directors' Report slips: two Listing Rule references mislabelled, a shareholder's percentage and name not as notified, and a stale sentence on [former subsidiary]DraftingLowGovernance, the board's committees and directors' remunerationEstablished
6.04Revenue note: the UK share of 2025 revenue is printed as [n]%, the 2024 figure, which the 2025 table amounts do not giveDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
6.05Labels and wording slips in the notes on assets, leases, associates and borrowingsDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
6.06The pro-forma income statement footnote calls [amount] 'depreciation and amortisation', a figure that includes [amount] of impairmentDraftingLowStrategic report, APMs and the Listing RulesEstablished
6.07Directors' report: the responsibility statement describes all the financial statements as prepared under UK-adopted IFRS, and the Listing Rules index cites the wrong rule for two itemsDraftingLowGovernance, the board's committees and directors' remunerationEstablished
6.08Highlights, Business in Focus and Financial Review: typing, label and wording slipsDraftingLowStrategic report, APMs and the Listing RulesEstablished
6.09The high-risk supplier social-audit KPI is labelled as a share of suppliers but is calculated as a share of spendDraftingLowClimate, sustainability and other statutory disclosuresEstablished
6.10Sustainability, climate and risk pages: a misspelt material topic, a grammatical slip, a copied heading and missing spacesDraftingLowClimate, sustainability and other statutory disclosuresEstablished
6.11Governance section: eight wording slips, including a director's role given two ways and a [name] box that misses a post-year appointmentDraftingLowGovernance, the board's committees and directors' remunerationEstablished
6.12Drafting slips in the Audit Committee and remuneration reportsDraftingLowGovernance, the board's committees and directors' remunerationEstablished
6.13The auditor's report gives two different 2024 materiality percentages, and dates the loss of control of [former subsidiary] a day later than the accountsDraftingLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
6.14Drafting slips in Notes 1.4 to 2.8: a rolled-forward tax-rate date, wrong words, a wrong note reference, stray markers and labelsDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
6.15Drafting slips in the financial instruments, share scheme and related undertakings notesDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
6.16Drafting slips in the Company statements, the assurance report and the glossaryDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
6.17[segment] year-end employee engagement score is [n] in the KPIs but [n] in the people narrativeDraftingLowClimate, sustainability and other statutory disclosuresEstablished
6.182024 basis of reporting says the Company Code training completion rate was disclosed; no rate is given in the 2024 reportDraftingLowClimate, sustainability and other statutory disclosuresEstablished
6.19Employee-costs footnote calls the 2023 cash-settled share-based payment charge of [amount] a 'net release'DraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
6.20Four labels in the notes do not match the figures they headDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
6.21The 2024 report dates the IAS 1 classification amendment [date] and lists it as already adopted; the 2025 report dates it [date] and adopts it thenDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished

How to read the masking. the Company stands for the reporting company; [amount] and [n] replace amounts, share counts and other figures (UK reviews show no amounts at all, and ratios we computed are rounded to whole numbers); [date] replaces dates (financial-year labels are kept); [name], [company], [place], [audit firm], [index] and similar stand-ins replace people, products, other companies, places, the auditor and index membership; [wording masked] replaces wording that could be searched back to the report. Page images are not shown for UK reviews.

Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.

Want this on your own annual report, before it is published?

Start with three free findings on your latest published annual report, or talk to us about a fixed-fee pre-publication review.

Your annual report will be in draft before the year-end audit.
Have it read before it is published.

Under NDA, with our reviewer on your insider list under UK MAR.