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REGISTERED NUMBER: 09899731 (England and Wales)









GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2024

FOR

HARNHAM GROUP LIMITED

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


HARNHAM GROUP LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 NOVEMBER 2024







DIRECTORS: S J Clarke
D Farmer
S Lawrence
D Rees
M P Simcox





REGISTERED OFFICE: 3rd Floor, Melbury House
51 Wimbledon Hill Road
Wimbledon
London
SW19 7QW





REGISTERED NUMBER: 09899731 (England and Wales)





AUDITORS: Hartley Fowler LLP
Statutory Auditors
Chartered Accountants
4th Floor Tuition House
27-37 St George's Road
Wimbledon
London
SW19 4EU

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024


The directors present their strategic report of the company and the group for the year ended 30 November 2024.

REVIEW OF BUSINESS
The directors are pleased to report the Group's consolidated performance for the year.

Harnham Group is a provider of recruitment services through its subsidiaries which operate across the UK, European and US markets. They specialise in providing permanent and contract staffing solutions for the data and AI sector. Additionally, through its subsidiary, Rockborne, it trains and develops graduates in data and analytics before deploying to its clients.

Gross profit declined to £17,067,136 (2023 - £20,102,510) as the group continued to be impacted by a weak market for recruitment services particularly in the IT sector. The group reported a loss before taxation of £2,553,453, an improvement on 2023 (£3,745,907 loss) primarily through making £4.4m (19%) cost reductions focused on its permanent staffing solutions division, Rockborne and central overheads.

Turnover was overall 7% lower than prior year at £36.0m (2023 £38.6m). Permanent staffing showed the largest decline with turnover from this service line reducing to £10.2m (2023 £14.1m). The US perm business stabilized from the prior year decline, however, in 2024 UK and Europe perm was more impacted by market contraction, reducing by £3.2m. Contract staffing grew by £1.6m to £23.3m (2023 £21.6), which was US market led. Rockborne revenues reduced by £0.4m to £2.6m (2023 £2.9m) with deployment levels remaining consistent with prior years.

Employee numbers reduced to an average of 218 for the year, down 29% from prior year (2023 311). Headcount in the perm service line reduced by 41 to an average of 99 in line with market demand. Rockborne, which changed its business model to increase flexibility and reduce cost was able to reduce its headcount to average 53 over the year (2023 86). Headcount in the contract service line stayed level despite the increase in turnover.

The company's operations have a minimal impact on the environment and local communities given it is a services business with a mix of home-based and office-based employees. The group companies support and take part in initiatives to reduce any such impact and take an active role in local communities.

Key performance indicators

The company uses a number of key performance indicators to monitor the company's performance.

2024 2023
Gross profit 17,067,136 20,105,510
EBITDA (1,516,372 ) (2,775,479 )
Total assets less current liabilities (926,811 ) 3,078,732


The board considers:
i) Gross Profit as a measure of growth in the business. This year gross profit declined by 15% with reduced demand for its permanent staffing service, which declined 27% year on year. Contract grew by 22% primarily in the US market though client preference for more flexible costs. Rockborne gross profit reduced by 13% with clients not committing to growth.

ii) Earnings before interest, tax, depreciation, and amortisation (EBITDA) as a measure of the underlying profitability. The £1.4m increase in EBITDA despite the lower gross profit reflects the cost reductions applied throughout the year.

iii) Total assets less current liabilities (TALCL) represent the underlying assets of the business excluding any longer-term funding. It reduced by £3.4m with reduced cash and increased asset backed borrowing in the UK and the US.


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the Group's strategy are subject to several risks. The key risks and associated mitigating factors are laid out below.

Business and Operational risk
The Groups business operates in a dynamic competitive environment; risk mitigation is through execution of robust business plans and continuous monitoring of performance.
The risk of disruption to operations is mitigated by ensuring appropriate disaster recovery plans are in place. These plans are regularly reviewed by the senior management team.

Market risk
The Group is exposed to economic downturns generally and more specifically to the markets it trades in. This is mitigated by international diversification and the extension of the contract and Rockborne service lines, which are less impacted than permanent due to longer client commitments.

The Directors are aware of the significant growth of artificial intelligence (AI) and that this could be a risk as well as an opportunity, however given the group operates in this sector it is well placed to react appropriately.

Credit risk
The Groups credit risk stems primarily from trade debtors. Dedicated credit control resource is focused on continued review and active management to mitigate such risk. The Groups clients tend to be "blue chip" with strong credit ratings and there is no significant level of bad debt.

Financial risk
The Group is exposed to financial risks such as liquidity and currency fluctuations. Risk is mitigated through regular forecasting and continuous monitoring of performance against expectations. The group has an ability to borrow up to £4m through its invoice discounting facilities in the UK and is further able to factor its debtors in the US to raise further finance. The Group looks to reduce its currency exposure by reducing non-Sterling balances and natural hedges of costs in the same currency.

SECTION 172(1) STATEMENT
The Board acknowledges Section 172(1) of the UK Companies Act 2006, and its duty to promote the success of the Group.

A director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so has regard (amongst other matters) to:

- the likely consequences of any decision in the long term
- the interests of the company's employees
- fostering business relationships with suppliers, customers and others
- the impact on the community and environment
- the reputation for high standards of business conduct
- the need to act fairly between members of the company

Our outlook
The Directors understand the business and the evolving environment in which we operate. The strategy set by the Board is based on these key priorities - expand reach in core markets, achieve better outcomes for our clients, and nurture and grow our people.

Our clients
Our clients and the work we do for them is the bedrock of our business and the reason we can attract and retain our people. The relationships and trust our teams build with our clients, combined with the knowledge of our client's businesses, culture and skill requirements guarantees we have a high success rate on our placements.

Our people
Our people and their development are intrinsically linked to the success of our clients and achieving our strategic goals. We engage with our people regularly throughout the year and through a variety of means. We feel that it is important to bring our people together in person and have frequent events. It is important for the business that our people are listened to, their views are responded to, and everyone's achievements are celebrated.


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024

FUTURE DEVELOPMENTS
In 2025 first half recruitment performance was similar to 2024 although this year the UK has shown improvement whereas the US results have been inconsistent. Rockborne, following its new business model, has become profitable through cost reduction and improving client demand.

The directors continue to focus on cash generation through disinvestment of unprofitable business units, cost reduction and consolidation. The board has been successful in making material cost reductions in 2025 through reduction in its leased properties and headcount reductions.

The key focus is on the core UK and US markets where there remains significant growth potential. At the same time, it is planned to reduce exposure to European markets.

The board sees significant opportunity in the US and is looking to add further resource and invest in local senior management to take advantage of this upturn. Additionally, the group is looking to further invest in its contract staffing service line and grow it to a larger proportion of group gross margin.

The directors continue to see a strong future potential for growth in the data and AI field. They believe that Harnham, given its depth of experience and market leading positioning, is well placed to benefit from this growth.

ON BEHALF OF THE BOARD:





S J Clarke - Director


15 August 2025

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 NOVEMBER 2024


The directors present their report with the financial statements of the company and the group for the year ended 30 November 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of recruitment services.

DIVIDENDS
The aggregate dividends on the A Ordinary shares recognised during the financial year amount to £900,038 (2023 - £530,160). On 31 March 2025, a further £900,038 became payable on the A Ordinary shares.

No dividends were paid on the B Ordinary shares during the financial year (2023 - £nil). The directors recommend that no final dividend be paid on these shares.

FUTURE DEVELOPMENTS
A review of future developments can be found in the Strategic Report.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 December 2023 to the date of this report.

S J Clarke
D Farmer
S Lawrence
D Rees

Other changes in directors holding office are as follows:

N R P Fraser - resigned 17 April 2024
S E Ledwidge - appointed 17 April 2024

M P Simcox was appointed as a director after 30 November 2024 but prior to the date of this report.

S E Ledwidge ceased to be a director after 30 November 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company and the group and of the profit or loss of the group for that period. In preparing these 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 applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 NOVEMBER 2024


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Hartley Fowler LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S J Clarke - Director


15 August 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARNHAM GROUP LIMITED


Opinion
We have audited the financial statements of Harnham Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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, 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.

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.

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 and 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.

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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARNHAM GROUP LIMITED


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

Auditors' 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 a Report of the Auditors 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 our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
- the nature of the industry and sector, control environment and business performance;
- results of our enquiries of management about their own identification and assessment of the risks of irregularities;
- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures;
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARNHAM GROUP LIMITED


As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

As a result of performing the above, we did not identify any key matters related to the potential risk of fraud or non-compliance with laws and regulations.

Our procedures to respond to risks identified included the following:
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provision of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- reviewing minutes of meetings of those charged with governance, reviewing internal reports and reviewing correspondence with HMRC; and
- in addressing the risk of fraud through 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 for any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.




Jonathan Askew (Senior Statutory Auditor)
for and on behalf of Hartley Fowler LLP
Statutory Auditors
Chartered Accountants
4th Floor Tuition House
27-37 St George's Road
Wimbledon
London
SW19 4EU

15 August 2025

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024

2024 2023
Notes £    £   

TURNOVER 3 36,015,543 38,599,864

Cost of sales 18,948,407 18,494,354
GROSS PROFIT 17,067,136 20,105,510

Administrative expenses 19,497,293 23,717,008
OPERATING LOSS 5 (2,430,157 ) (3,611,498 )

Interest receivable and similar income 2,261 12,846
(2,427,896 ) (3,598,652 )

Interest payable and similar expenses 6 125,557 147,255
LOSS BEFORE TAXATION (2,553,453 ) (3,745,907 )

Tax on loss 7 (150,969 ) (147,099 )
LOSS FOR THE FINANCIAL YEAR (2,402,484 ) (3,598,808 )
Loss attributable to:
Owners of the parent (2,222,037 ) (3,389,703 )
Non-controlling interests (180,447 ) (209,105 )
(2,402,484 ) (3,598,808 )

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (2,402,484 ) (3,598,808 )


OTHER COMPREHENSIVE INCOME
Translation differences on foreign
subsidiaries (11,229 ) (211,158 )
Purchase of own shares - (594 )
Treasury Shares (1 ) -
Income tax relating to components of other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(11,230

)

(211,752

)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(2,413,714

)

(3,810,560

)

Total comprehensive income attributable to:
Owners of the parent (2,233,123 ) (3,594,853 )
Non-controlling interests (180,591 ) (215,707 )
(2,413,714 ) (3,810,560 )

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED BALANCE SHEET
30 NOVEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 270,878 479,004
Tangible assets 11 649,697 1,187,622
Investments 12 - -
920,575 1,666,626

CURRENT ASSETS
Debtors 13 7,161,705 7,492,399
Cash at bank and in hand 888,327 771,458
8,050,032 8,263,857
CREDITORS
Amounts falling due within one year 14 9,897,418 6,851,751
NET CURRENT (LIABILITIES)/ASSETS (1,847,386 ) 1,412,106
TOTAL ASSETS LESS CURRENT
LIABILITIES

(926,811

)

3,078,732

CREDITORS
Amounts falling due after more than one
year

15

-

(524,822

)

PROVISIONS FOR LIABILITIES 18 (100,345 ) (266,725 )
NET (LIABILITIES)/ASSETS (1,027,156 ) 2,287,185

CAPITAL AND RESERVES
Called up share capital 19 14 14
Share premium 3,015,214 3,015,214
Capital redemption reserve 2 2
Treasury shares (1 ) -
Retained earnings (3,775,813 ) (747,854 )
SHAREHOLDERS' FUNDS (760,584 ) 2,267,376

NON-CONTROLLING INTERESTS (266,572 ) 19,809
TOTAL EQUITY (1,027,156 ) 2,287,185

The financial statements were approved by the Board of Directors and authorised for issue on 15 August 2025 and were signed on its behalf by:





S J Clarke - Director


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

COMPANY BALANCE SHEET
30 NOVEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 4,035,925 4,057,112
4,035,925 4,057,112

CURRENT ASSETS
Debtors 13 395,741 -
Cash at bank 75,634 4,793
471,375 4,793
CREDITORS
Amounts falling due within one year 14 1,501,519 1,039,935
NET CURRENT LIABILITIES (1,030,144 ) (1,035,142 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,005,781

3,021,970

CAPITAL AND RESERVES
Called up share capital 19 14 14
Share premium 3,015,214 3,015,214
Capital redemption reserve 1 1
Treasury shares (1 ) -
Retained earnings (9,447 ) 6,741
SHAREHOLDERS' FUNDS 3,005,781 3,021,970

Company's profit for the financial year 883,850 74,793

The financial statements were approved by the Board of Directors and authorised for issue on 15 August 2025 and were signed on its behalf by:





S J Clarke - Director


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024

Called up Capital
share Retained Share redemption
capital earnings premium reserve
£    £    £    £   
Balance at 1 December 2022 12 2,774,538 3,015,214 1

Changes in equity
Issue of share capital 2 - - -
Total comprehensive income - (3,594,854 ) - 1
Dividends - (530,160 ) - -
Change in shareholdings of
subsidiary

-

602,622

-

-
Balance at 30 November 2023 14 (747,854 ) 3,015,214 2

Changes in equity
Total comprehensive income - (2,233,122 ) - -
Dividends - (900,038 ) - -
Change in shareholdings of
subsidiary

-

105,201

-

-
Balance at 30 November 2024 14 (3,775,813 ) 3,015,214 2
Treasury Non-controlling Total
shares Total interests equity
£    £    £    £   
Balance at 1 December 2022 - 5,789,765 909,719 6,699,484

Changes in equity
Issue of share capital - 2 - 2
Total comprehensive income - (3,594,853 ) (215,707 ) (3,810,560 )
Dividends - (530,160 ) - (530,160 )
Change in shareholdings of
subsidiary

-

602,622

(674,203

)

(71,581

)
Balance at 30 November 2023 - 2,267,376 19,809 2,287,185

Changes in equity
Total comprehensive income (1 ) (2,233,123 ) (180,591 ) (2,413,714 )
Dividends - (900,038 ) - (900,038 )
Change in shareholdings of
subsidiary

-

105,201

(105,790

)

(589

)
Balance at 30 November 2024 (1 ) (760,584 ) (266,572 ) (1,027,156 )

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 December 2022 12 462,108 3,015,214

Changes in equity
Issue of share capital 2 - -
Total comprehensive income - 74,793 -
Dividends - (530,160 ) -
Balance at 30 November 2023 14 6,741 3,015,214

Changes in equity
Total comprehensive income - 883,850 -
Dividends - (900,038 ) -
Balance at 30 November 2024 14 (9,447 ) 3,015,214
Capital
redemption Treasury Total
reserve shares equity
£    £    £   
Balance at 1 December 2022 1 - 3,477,335

Changes in equity
Issue of share capital - - 2
Total comprehensive income - - 74,793
Dividends - - (530,160 )
Balance at 30 November 2023 1 - 3,021,970

Changes in equity
Total comprehensive income - (1 ) 883,849
Dividends - - (900,038 )
Balance at 30 November 2024 1 (1 ) 3,005,781

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,072,402 (681,798 )
Interest paid (125,557 ) (147,255 )
Tax paid 1,056 306,994
Net cash from operating activities 947,901 (522,059 )

Cash flows from investing activities
Purchase of tangible fixed assets (20,869 ) (43,027 )
Purchase of fixed asset investments - (71,577 )
Sale of tangible fixed assets 1,891 4,806
Interest received 2,261 12,846
Net cash from investing activities (16,717 ) (96,952 )

Cash flows from financing activities
Loan repayments in year (858,996 ) (791,043 )
Capital repayments in year - 1,064
Share issue - 2
Share buyback - (750 )
Net cash from financing activities (858,996 ) (790,727 )

Increase/(decrease) in cash and cash equivalents 72,188 (1,409,738 )
Cash and cash equivalents at beginning
of year

2

771,458

2,421,197
Effect of foreign exchange rate changes 44,681 (240,001 )
Cash and cash equivalents at end of
year

2

888,327

771,458

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Loss before taxation (2,553,453 ) (3,745,907 )
Depreciation charges 762,816 836,019
Loss on disposal of fixed assets 407 -
Finance costs 125,557 147,255
Finance income (2,261 ) (12,846 )
(1,666,934 ) (2,775,479 )
Decrease in trade and other debtors 330,694 2,765,620
Increase/(decrease) in trade and other creditors 2,408,642 (671,939 )
Cash generated from operations 1,072,402 (681,798 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 November 2024
30/11/24 1/12/23
£    £   
Cash and cash equivalents 888,327 771,458
Year ended 30 November 2023
30/11/23 1/12/22
£    £   
Cash and cash equivalents 771,458 2,421,197


3. ANALYSIS OF CHANGES IN NET DEBT

At 1/12/23 Cash flow At 30/11/24
£    £    £   
Net cash
Cash at bank and in hand 771,458 116,869 888,327
771,458 116,869 888,327
Debt
Debts falling due within 1 year (854,667 ) 334,174 (520,493 )
Debts falling due after 1 year (524,822 ) 524,822 -
(1,379,489 ) 858,996 (520,493 )
Total (608,031 ) 975,865 367,834

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024


1. STATUTORY INFORMATION

Harnham Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).

The presentation currency of the financial statements is the Pound Sterling (£) which is also the functional currency of the company.

Going concern
These financial statements are prepared on the going concern basis. The directors have reviewed the group's business plan, post year end performance and future forecast, and have confidence that the company has adequate resources to continue in operational existence for the foreseeable future. The directors believe that it is appropriate to prepare the financial statements on a going concern basis.

Basis of consolidation
The group consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 30 November 2024. The accounts are adjusted, where appropriate, to conform to group accounting policies, intra-group sales and profit are eliminated fully on consolidation.

In respect of overseas operations, the results are translated into sterling at rates approximating to those ruling
when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

In the parent company financial statements investments in subsidiaries are accounted for at cost less impairment.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


2. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

a) Revenue recognition
The main area of judgement in revenue recognition relates to cut-off as revenue is recognised for permanent placements on the day a candidate starts work and temporary placement income over the duration of the placement.

b) Bad debt provisions
The directors assess individual debtor balances on a case by case basis at each year end and use judgement in determining an appropriate level of provision against irrecoverable debts.

c) Depreciation and amortisation
The directors are required to estimate the useful economic lives and residual values of tangible and intangible assets in order to determine an appropriate basis and method of depreciation and amortisation.

Turnover
Revenue is measured at fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Revenue recognition
Turnover represents revenue earned under a wide variety of contracts to provide professional services. Revenue is recognised as earned when, and to the extent that, the firm obtains the right to consideration in exchange for its performance under these contracts. It is measured at the fair value of the right to consideration, which represents amounts chargeable to clients, including expenses and disbursements but excluding value added tax. Revenue not billed to clients is included in debtors and payments on account in excess of the relevant amount of revenue are included in creditors.

Turnover arising from the placement of permanent candidates is recognised at the time that the candidate commences full-time employment. Where a permanent candidate starts employment but does not work for the contractual period, a provision is made in respect of the required refund or credit note due to the client.

Turnover arising from temporary placements is recognised over the period that temporary workers are provided.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2016, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold - over the lease term
Plant and machinery - 25% on cost
Fixtures and fittings - 25% on cost
Motor vehicles - 33% on cost
Computer equipment - 33% on cost

Financial instruments
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are only offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle no a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash at bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Share options
The group operates an EMI share option scheme, engaging in equity settled share based payment transactions in respect of services received. Details of the options within this scheme are set out in the Share Based Payment Transactions note.

It is the policy of the company to grant share options that have an exercise price representing fair market value at the date of grant. Fair market values have been determined using the Black Scholes model, which takes into account the the exercise price of the option, the current share price, the risk free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. This is in accordance with FRS102 'Share-based payment.'

Share capital
Ordinary shares are classified as equity.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 21,270,800 24,870,867
Europe 2,602,442 2,974,281
United States of America 12,118,451 10,740,997
ROW 23,850 13,719
36,015,543 38,599,864

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 12,461,416 16,064,230
Social security costs 854,046 1,042,480
Other pension costs 192,628 262,624
13,508,090 17,369,334

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Directors 4 4
Employees 212 307
216 311

2024 2023
£    £   
Directors' remuneration 513,889 591,125
Directors' pension contributions to money purchase schemes 24,000 20,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 3

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 200,000 175,000
Pension contributions to money purchase schemes 8,000 7,000

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024 2023
£    £   
Hire of plant and machinery 13,719 -
Other operating leases 1,533,137 1,788,630
Depreciation - owned assets 554,690 625,117
Loss on disposal of fixed assets 407 -
Goodwill amortisation 195,467 195,467
Computer software amortisation 12,659 18,052
Auditors' remuneration 24,050 22,150
Taxation compliance services 2,975 2,950
Other non- audit services 6,400 26,470
Foreign exchange differences 48,234 (97,455 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank loan interest 74,034 127,213
Interest on US tax - 4,253
Interest payable 51,523 15,789
125,557 147,255

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax - (31,124 )
Foreign tax 15,411 10,594
Total current tax 15,411 (20,530 )

Deferred tax (166,380 ) (126,569 )
Tax on loss (150,969 ) (147,099 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Loss before tax (2,553,453 ) (3,745,907 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 25 %)

(638,363

)

(936,477

)

Effects of:
Expenses not deductible for tax purposes 55,863 348,047
Depreciation in excess of capital allowances 83,511 125,452
Utilisation of tax losses 143 -
subsidiary
Foreign tax rate (50,645 ) (269,238 )
Amortisation of goodwill on consolidation 48,867 48,867
Other tax adjustments (5,346 ) 15,563
Deferred tax movement (166,380 ) (126,569 )
Losses c/fwd 521,381 647,256
Total tax credit (150,969 ) (147,099 )

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Translation differences on foreign
subsidiaries (11,229 ) - (11,229 )
Purchase of own shares
Treasury Shares (1 ) - (1 )
(11,230 ) - (11,230 )


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


7. TAXATION - continued
2023
Gross Tax Net
£    £    £   
Translation differences on foreign
subsidiaries (211,158 ) - (211,158 )
Purchase of own shares (594 ) - (594 )
(211,752 ) - (211,752 )

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
2024 2023
£    £   
Ordinary A shares of £0.001 each
Interim 900,038 530,160

10. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1 December 2023 1,954,672 124,397 2,079,069
Exchange differences - (167 ) (167 )
At 30 November 2024 1,954,672 124,230 2,078,902
AMORTISATION
At 1 December 2023 1,498,581 101,484 1,600,065
Amortisation for year 195,467 12,659 208,126
Exchange differences - (167 ) (167 )
At 30 November 2024 1,694,048 113,976 1,808,024
NET BOOK VALUE
At 30 November 2024 260,624 10,254 270,878
At 30 November 2023 456,091 22,913 479,004

Intangible assets consist of goodwill acquired during the year ended 30 November 2016 arising on the acquisition of Harnham Search and Selection Limited and Harnham Inc. The goodwill is amortised evenly over the directors' estimate of its useful life of 10 years.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


11. TANGIBLE FIXED ASSETS

Group
Improvements
Short to Plant and
leasehold property machinery
£    £    £   
COST
At 1 December 2023 108,388 197,715 6,999
Additions - - 1,931
Disposals - - (6,999 )
Exchange differences - - -
At 30 November 2024 108,388 197,715 1,931
DEPRECIATION
At 1 December 2023 19,877 192,223 6,999
Charge for year 9,933 5,492 596
Eliminated on disposal - - (6,999 )
Exchange differences - - -
At 30 November 2024 29,810 197,715 596
NET BOOK VALUE
At 30 November 2024 78,578 - 1,335
At 30 November 2023 88,511 5,492 -

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 December 2023 1,692,459 68,000 829,880 2,903,441
Additions 3,660 - 15,278 20,869
Disposals (1,397 ) - (2,837 ) (11,233 )
Exchange differences (365 ) - (2,833 ) (3,198 )
At 30 November 2024 1,694,357 68,000 839,488 2,909,879
DEPRECIATION
At 1 December 2023 833,855 26,442 636,423 1,715,819
Charge for year 380,777 9,333 148,559 554,690
Eliminated on disposal (990 ) - (946 ) (8,935 )
Exchange differences (205 ) - (1,187 ) (1,392 )
At 30 November 2024 1,213,437 35,775 782,849 2,260,182
NET BOOK VALUE
At 30 November 2024 480,920 32,225 56,639 649,697
At 30 November 2023 858,604 41,558 193,457 1,187,622

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 December 2023 4,057,112
Additions 589
Disposals (21,776 )
At 30 November 2024 4,035,925
NET BOOK VALUE
At 30 November 2024 4,035,925
At 30 November 2023 4,057,112

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Harnham Search and Selection Limited, a company incorporated in the United Kingdom.

Harnham Europe Limited, a company incorporated in the United Kingdom.

Harnham Inc., a company incorporated in the USA.

Harnham GmbH, a company incorporated in Germany.

Rockborne Limited, a company incorporated in the United Kingdom.

Harnham BV, a company incorporated in the Netherlands.


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 6,448,672 6,457,189 - -
Amounts owed by group undertakings - - 395,741 -
Other debtors 195,348 136,629 - -
Accrued income 161,431 379,665 - -
Prepayments 356,254 518,916 - -
7,161,705 7,492,399 395,741 -

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 16) 520,493 854,667 - -
Trade creditors 1,694,825 1,709,392 - -
Amounts owed to group undertakings 1,497,510 545,949 1,497,519 1,020,608
Tax (9,899 ) (26,366 ) - -
Social security and other taxes 265,995 332,611 - -
VAT 866,534 219,508 - -
Other creditors 3,020,625 1,013,834 - -
Deferred income 51,506 36,775 - -
Accrued expenses 1,989,829 2,165,381 4,000 19,327
9,897,418 6,851,751 1,501,519 1,039,935

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2024 2023
£    £   
Bank loans (see note 16) - 524,822

16. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans 520,493 854,667
Amounts falling due between one and two years:
Bank loans - 1-2 years - 524,822

17. SECURED DEBTS

A group company has a debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 29 October 2012.

Unlimited Multilateral Guarantee dated 17 June 2022 given by Harnham Group Limited, Rockborne Limited, Harnham Search and Selection Limited and Harnham Europe Limited.

Contract Monies charge dated 03 August 2022.

18. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax
Accelerated capital allowances 100,345 266,725

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


18. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 December 2023 266,725
Provided during year (166,380 )
Balance at 30 November 2024 100,345

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid

Number:

Class:

Nominal


2024


2023
value: £ £
3,065 A Ordinary £0.001 3 3
8,828 B Ordinary £0.001 9 9
60 C Ordinary £0.001 - -
1,550 D Ordinary £0.001 2 2
14 14

A Ordinary shares have voting rights with entitlement to fixed cumulative preferential dividend until November 2026.
B Ordinary shares have voting rights with entitlement to dividend distributions.
C Ordinary shares have voting rights with entitlement to dividend distributions.
D Ordinary shares have no voting rights and no entitlement to dividend distributions.

20. RELATED PARTY DISCLOSURES

The subsidiary company, Harnham Search and Selection Limited performs head office functions on behalf of the members of the group and subsequently recharges certain administrative costs across the group through intercompany loan arrangements. The loans are not secured, have no repayment terms and do not bear interest.

Amounts recharged to group companies were:
2024 2023
£ £
Harnham Europe Limited 232,550 484,526
Harnham Inc 902,753 923,778
Harnham GmbH - 172,204
Rockborne Limited 424,134 491,287
Harnham BV 192,634 -


At the balance sheet date Harnham Search and Selection Limited was owed by the following entities:
2024 2023
£ £
Harnham Group Limited (395,741 ) 403,062
Harnham Europe Limited 438,742 224,829
Harnham Inc (2,501,195 ) (1,795,916 )
Harnham GmbH - -
Rockborne Limited 8,127,507 7,305,081
Harnham BV 445,780 168,999

Key management includes all directors and certain senior employees who have authority and responsibility for planning and controlling the activities of the group.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2024


2024 2023
£ £

Salaries and other short-term employee benefits 469,370 561,086
Post-employment benefits 24,000 20,000
493,370 581,086

21. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is S J Clarke.