Big Technologies PLC - Litigation Update

12 September 2025

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR  

Big Technologies plc

("Big Technologies" or "the Company", together with its subsidiaries the "Group")

Litigation Update

RICKMANSWORTH, UK

·      Company is seeking to expand its claim against Sara Murray and others as part of a strengthened case

·      Forgery and deliberate falsification of documents by Sara Murray

·      Company remains resolved to recover from Sara Murray and others any liabilities of the Company or any member of its Group in relation to the litigation against it and Buddi Limited described in previous disclosures (the "Buddi Litigation")

·      Offer of mediation, with a view to settlement, to Sara Murray and associated parties as an alternative route to what will otherwise be protracted litigation

·      Material adverse implications for the Company's position in the Buddi Litigation

Executive Summary

Big Technologies plc (AIM: BIG), a leading provider of electronic monitoring solutions, today provides an update on further very serious matters that have come to light regarding the conduct of Sara Murray and persons associated with her (the "New Developments").

The Company has provided draft re-amended particulars of claim (the "Revised Particulars") to the defendants in the ongoing proceedings against Sara Murray and others in the High Court (the "SM Proceedings"), which include new claims and further particulars of wrongdoing against Sara Murray and others arising partly out of the New Developments. These strengthen the Company's case against the defendants.

These New Developments follow the Company's announcements on 18, 21 and 31 March, 3 April and 5 and 13 June 2025 in which the Company disclosed, inter alia, that Sara Murray had:

-     failed to disclose her interests in, and relationship with, Zinc Limited, Monitoring Partners Limited, RCP Limited and Romelle Limited (the "Disputed Companies") and therefore failed to disclose properly the extent of her interest in the Company at the time of its IPO;

-     provided untrue information to the Company and its lawyers as well as to the Court in providing statements of truth in filed documents;

-     improperly diverted or extracted significant sums of money (currently thought to be in excess of £19 million) from the Company and/or members of its Group to herself or persons connected with her, including the Disputed Companies (the "Diversion and Extraction Transactions"); and

-     together with other defendants in the SM Proceedings, provided undertakings to trial in the nature of freezing injunctions.

The New Developments have material adverse implications for the Company's (and Buddi's) position in the Buddi Litigation.

Given the nature and seriousness of these New Developments, which centre on forgery or deliberate falsification of significant documents by Sara Murray, the Company has concluded that it is appropriate to provide specific details of some of the principal forgeries and falsifications. The Company is taking this step so that there is no room for doubt about the severity of, and responsibility for the implications of, these matters, and also so that any statements that Sara Murray may make on the subject or other matters relating to the Company, whether privately to shareholders or publicly, can be understood and assessed against the background of the clear, specific and detailed facts that the Company is disclosing today.

Certain of these New Developments:

-     have played a significant part in the Company seeking to expand its claims in its ongoing proceedings against Sara Murray and others, including the trustee of the Murray Trust, in which, inter alia, the Company is seeking to recover from Sara Murray any liabilities of the Company or any member of its Group in relation to the Buddi Litigation; and

-     will have a material adverse impact on the Company's (and Buddi's) position in relation to the Buddi Litigation, as described further below, and may give rise to other potential claims against the Company.

Whilst the matters announced by the Company today and previously are clearly of a very serious nature, the Company has nonetheless offered that the claims it has commenced against Sara Murray and others be addressed through negotiation (whether via mediation or otherwise) as an alternative route to what will otherwise be protracted litigation. The Company expects the parties' advisers to discuss this further in the coming days. The Company would also like to achieve a consensual outcome to the Buddi Litigation, if possible on acceptable terms.

Alexander Brennan, Chairman, said: "The new developments announced today are of a very serious nature and have important implications for the Company's proceedings against Sara Murray, as well as its position in the Buddi litigation. Whilst the Board has been successful in enabling the executive team to focus on the Group's strategy and delivering for shareholders without the distraction of litigation, we very much hope mediation can be achieved so that all parties can move forward efficiently."

Background to the Buddi Litigation

In the Buddi Litigation it is alleged that, at the time of the acquisition of Buddi by the Company in 2018, certain shareholders in Buddi representing aggregate interests of approximately 7.9% (the "Claimants") were wrongly forced (or induced by misrepresentation) to sell their shares in Buddi and were not given the opportunity to reinvest into Big Technologies. 

On 31 March 2025 the Company announced that, in the context of the Buddi Litigation, Sara Murray, while CEO of the Company, had provided untrue information to the Company and its lawyers as well as to the Court when providing statements of truth in filed documents.  As a result of this, the Company and Buddi were required to update their position in the Buddi Litigation and materially amend their defence.

Forgery or deliberate falsification of documents by Sara Murray

Additional matters have now come to light which further materially adversely impact the position of the Company and Buddi in the Buddi Litigation. 

These matters centre on the forgery or deliberate falsification by Sara Murray of various documents, including board minutes of Buddi and emails which, on their face, purported to: (i) be sent by certain shareholders in Buddi; and (ii) show their agreement to sell their shares in Buddi to the Company for cash (the "Relevant Shareholders"). 

These board minutes and emails (the "Affected Documents") and the transactions they purported to implement are relevant to the validity of the exercise of the drag mechanism contained in the articles of association of Buddi (the "Drag Right") which was purportedly exercised to require the Claimants to sell their shares in Buddi to the Company in 2018.

Sara Murray created or otherwise forged or deliberately falsified the Affected Documents more than three years after the dates on their face and, specifically, in the days immediately after the Claimants first notified the Company and Buddi on 20 July 2021 that they were challenging the exercise of the Drag Right and claiming that they were wrongly forced or induced to sell their shares in Buddi. It appears that Sara Murray then sent the Affected Documents to the Company's solicitors for them to be sent to Queen's Counsel (on 24 July 2021) in order to give or support the false impression to the Company's solicitors, Queen's Counsel and others that the Drag Right had been complied with in 2018 and to cover up her wrongdoing at that time, including so that the Company's IPO could proceed with publication of the related AIM admission document on 26 July 2021. The IPO delivered significant financial benefits to Sara Murray and her family (via the Murray Trust).

In light of the Affected Documents being forgeries or having been deliberately falsified by Sara Murray, and having also assessed other available evidence, the Company's current view is that (contrary to the relevant statements in the AIM admission document) the exercise of the Drag Right in 2018 was invalid and/or wrongfully carried out and, in particular: there were not acceptances in writing from holders representing 75% of Buddi's issued share capital; insofar as acceptances were received, they were in respect of a composite transaction and not in respect of a sale in cash; and included within the purported 75% majority shareholdings required for the operation of the Drag Right were shares owned by Sara Murray which should not have been taken into account.

The Company has put the issue of the Affected Documents and falsified evidence to Sara Murray and her legal advisers on more than one occasion and, although Sara Murray has denied the allegations, no substantive explanation has been provided to date.

Further details of principal forgeries and falsifications

Specific details relating to the forgeries and falsifications are set out below:

-     In the case of the board minutes referred to above, the metadata shows that the earliest versions of the relevant documents that the Company has been able to locate were created: (i) four days after the Claimants first notified the Company and Buddi on 20 July 2021 that they were challenging the exercise of the Drag Right; and (ii) more than three years after the Drag Right was exercised and the relevant board meetings were supposed to have taken place, in 2018.

-     There were no such board meetings at the purported times and places in 2018 and the Company believes no such meetings occurred. In particular, the Company has checked all  mailboxes of the directors of Buddi at that time to which it has access and there are no calendar invites and no emails indicating that the meetings were going to, or did, happen. In fact, at the time of one purported meeting, one director was in Scotland and at the time of the other purported meeting, another director was in Australia.

-     The notice Sara Murray sent to Buddi shareholders informing them that the Drag Right was being exercised (and in which it was stated that the board of Buddi had unanimously resolved to accept the offer underpinning the Drag Right) was in fact sent before the time recorded in the supposed board minute as to when the relevant board meeting purportedly took place.

-     In the case of the forged or falsified emails referred to above, on 24 July 2021 Sara Murray sent a number of documents to the lawyers acting on the IPO in anticipation of them being sent to Queen's Counsel. These documents included emails purportedly from shareholders in Buddi and seemingly evidenced that aspects of the Drag Right had been validly complied with. In fact, the emails had been forwarded as part of a purported chain (allowing in-line editing, addition and/or removal of text) and appear to include altered versions of other authentic emails previously sent by the shareholders in question.  In particular, the emails had been, amongst other things, deliberately falsified to include language suggesting the shareholders had accepted a cash offer for their shares, which is relevant to whether there was in fact a valid exercise of the Drag Right pursuant to the articles of association of Buddi.

-     The Company has also engaged with some of the Relevant Shareholders in relation to the forged or deliberately falsified emails which, on their face, purported to be sent by them.  Each of those Relevant Shareholders has confirmed that they have no record of any such email.

Implications for the Buddi Litigation

As stated above, the Company's current view is that the exercise of the Drag Right in 2018 was invalid and/or wrongfully carried out, and that this will have a further material adverse impact on the position of the Company (and Buddi) in the Buddi Litigation. 

As a result of this, the Company has also concluded that it and Buddi are unlikely to be able to successfully defend material elements of the claim in the Buddi Litigation.

However, the Claimants' case is still, in the Company's view, flawed and is therefore denied on a number of other bases, including in relation to the extent of the loss (if any) of the Claimants and the remedy (if any) that may be available to them. 

There can be no certainty at this stage as to the precise outcome of the Buddi Litigation but the Company would like to achieve a consensual outcome, if possible on acceptable terms.

Claims against Sara Murray and others

The Company has provided Revised Particulars in the SM Proceedings to Sara Murray and the other current defendants. Those Revised Particulars present a strengthened case, containing an expanded set of claims against a broader range of proposed defendants based on further understanding of the relevant facts, including in relation to the matters detailed above and other developments. Proposed defendants to the claims set out in the Revised Particulars include FNB International Trustees Limited ("FNB"), the trustee of the Murray Trust, and associated others.

A redacted summary of the Company's Revised Particulars will shortly be available on the Company's website here: https://www.buddi.com/investors/documents-reports-presentations/

The Revised Particulars include claims (inter alia) against:

-     Sara Murray for breaches of duty to Buddi and the Company and breach of contract;

-     the Disputed Companies, FNB and associated others, for dishonest assistance and knowing receipt, in respect of various actions taken by Sara Murray, including the Diversion and Extraction Transactions;

-     Sara Murray, the Disputed Companies, FNB and associated others, for unlawful means conspiracy and fraudulent misrepresentation; and

-     Sara Murray, the Disputed Companies and others, for equitable receipt in relation to shares in Buddi and the Company, and proceeds of the sale of those shares.

The Company remains resolved to recover from Sara Murray any liabilities of the Company or any member of its Group in relation to the Buddi Litigation. 

Whilst the matters announced by the Company today and previously are clearly of a very serious nature, the Company has nonetheless offered to Sara Murray and others that the claims against them be addressed through alternative dispute resolution, whether mediation or otherwise, as an alternative route to what will otherwise be protracted litigation. The Company expects the parties' advisers to discuss this further in the coming days.

Although it is too early to quantify the precise amount of the claims in the SM Proceedings, the Company has obtained undertakings to trial in the nature of freezing injunctions from Sara Murray and other defendants in the SM Proceedings.

Other

Mindful of its regulatory obligations, the Company will be providing further details of the matters outlined in this announcement to relevant authorities and, as part of the Company's conduct of the Buddi Litigation, a copy of the Revised Particulars is also being provided to the claimants in that litigation.

The Company is in the process of assessing the financial impact (if any) of the developments announced today and intends to provide an update with its interim results for the six months ended 30 June 2025, which are expected to be published on or by 30 September 2025.

The Company will provide further updates as appropriate.

For further information please contact:

About Big Technologies

Our mission is to deliver innovative, high-quality electronic monitoring solutions that combine advanced hardware and software to support monitoring of individuals in our core criminal justice business. Big Technologies is a market leader in the electronic monitoring industry, operating under the trusted 'Buddi' brand. Through its integrated technology platform, Buddi offers state-of-the-art Electronic Monitoring solutions on a subscription-based, SaaS-like model. This platform is highly flexible and scalable, enabling tailored deployments across diverse use cases and geographies.

For more information, please visit www.buddi.com

Forward-looking statements

This announcement contains certain projections and other forward-looking statements with respect to the financial condition, results of operations, businesses and prospects of Big Technologies PLC. The use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target" or "believe" and similar expressions (or the negatives thereof) are generally intended to identify forward-looking statements. These statements are based on current expectations and involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Any of the assumptions underlying these forward-looking statements could prove inaccurate or incorrect and therefore any results contemplated in the forward-looking statements may not actually be achieved. Nothing contained in this announcement should be construed as a profit forecast or profit estimate. Investors or other recipients are cautioned not to place undue reliance on any forward-looking statements contained herein. Big Technologies PLC undertakes no obligation to update or revise (publicly or otherwise) any forward-looking statement, whether as a result of new information, future events or other circumstances.

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