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REGISTERED NUMBER: 08160777 (England and Wales)

| Strategic Report, Report of the Directors and |

| Audited Financial Statements for the Year Ended 31 March 2025 |

| for |

| Grayce Group Limited |

Grayce Group Limited (Registered number: 08160777)

Contents of the Financial Statements

for the Year Ended 31 March 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 5 |

Report of the Independent Auditors | 7 |

Income Statement | 10 |

Other Comprehensive Income | 11 |

Balance Sheet | 12 |

Statement of Changes in Equity | 13 |

Notes to the Financial Statements | 14 |

Grayce Group Limited

Company Information

for the Year Ended 31 March 2025

| DIRECTORS: | Mr P G Busby

| Mr J Hewitt

| Mrs C Wincott-Holder

| REGISTERED OFFICE: | 1st Floor

| Hilton House

| Hilton Street

| Manchester

| M1 2EH

| REGISTERED NUMBER: | 08160777 (England and Wales)

| AUDITORS: | Harts Limited

| Chartered Accountants and Statutory Auditors

| Westminster House

| 10 Westminster Road

| Macclesfield

| Cheshire

| SK10 1BX

Grayce Group Limited (Registered number: 08160777)

Strategic Report

for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025.

The principal activity of Grayce Group Limited remains that of business consultancy - operating a Hire, Train and Deploy proposition.

REVIEW OF BUSINESS

Grayce partners with some of the world's most ambitious organisations to help deliver change and transformation.

With over a decade's experience developing and deploying high-performing talent, Grayce delivers a low-risk and scalable solution and enables long-term capability build for our clients. Our Accelerated Development Programme has enabled thousands of talented individuals to launch successful careers.

The Grayce learning pathways are designed to shape graduates into future leaders, offering training, support and the opportunity to gain meaningful skills and experience across business and digital roles,

Business Solutions

Our Analysts work with clients to help deliver organisational change and transformation. We train our Analysts to match their needs, ensuring seamless delivery in projects ranging from large-scale transformation programmes to tactical regulatory changes, and business improvement. Grayce provides access to adaptable, fresh-thinking talent who bring innovation in change and transformation. Our Analysts deliver excellence in roles such as Junior Project Manager, Business Analyst, and Project Management Officer.

Digital Solutions

This pathway embraces digital transformation and harnesses the power of data and technology with our digital solutions. Our Analysts are trained to be highly analytical and commercially aware, enabling them to inform strategic decisions within ambitious projects. Our Analysts combine key data and technology skills in programming languages and tools like Python, JavaScript, AWS, and Tableau. Analysts work in agile environments as Software Developers, Cyber Security Analysts, Data Engineers, and Software Testers. Once deployed, our Analysts will integrate into our client's teams to support data-driven decision-making and effective digital transformation.

With over a decade's worth of experience, Grayce has a strong track record in delivering technology skills and programme delivery to major organisations that trust us to deliver. Grayce Analysts are today working in some of the most complex, sensitive and time-critical programmes at large multinational organisations.

Culture & Values

Grayce is supported by a strong cultural identity that helps to ensure our goals are understood and shared by our people. We hold strong values, an inclusive culture, and a mission to help organisations transform and grow.

Our values are at the heart of everything we do. From our hiring strategy to how we work with our clients, Analysts and each other. They underpin who we are as a business and showcase the mindset and behaviours we want to encourage.

We are Human and We Care

We are Trusted and Deliver Excellence

We are Changemakers and Succeed Together

Our values set the tone for our business and enable the right behaviours that are important to us, whether as an Analyst or in our HQ teams.

At Grayce we want equality, diversity and inclusion (EDI) to underpin every business process and policy. Promoting diversity and inclusion is a key initiative of our business.

EveryOneEmpowered (E1E) is Grayce's EDI programme. E1E's goal is to foster an inclusive culture, promote ongoing dialogue around EDI issues; and encourage our Analysts to feel comfortable to speak up and have their voices heard.

ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG)

Having implemented our ESG strategy a year ago, we have made significant progress in evolving our business practices and policies. This year our aim is to quantify our ESG targets and implement regular reporting, further embedding and maturing our practices.

Grayce Group Limited (Registered number: 08160777)

Strategic Report

for the Year Ended 31 March 2025

Environmental

To ensure we are a sustainability leader in our industry, we have achieved our Climate Positive Business Certification, going beyond carbon neutral; showcasing our commitment to treating our planet with respect. Through several key partnerships, we have developed a carbon reduction strategy and invested in nature-based solutions to offset our carbon footprint. Grayce has also signed up for the Science-based Targets initiative further showing our commitment to cutting emissions.

Social

A fundamental part of our business is connecting bright emerging talent with leading organisations. Since Grayce was founded over a decade ago, we are proud to say we have launched over 2,000 meaningful careers. People are at the core of our business model so our employees, customers, suppliers, and local communities' satisfaction is pivotal - adding value and making a difference is critical to our success.

We have c500 people in the business today and through our CSR, ED&I and Wellness initiatives, we strive to maintain an environment where everyone can thrive and feel as though they belong. Our CSR work continues by supporting a number of local charities, alongside our permanent charity partner, Bookmark Reading Charity.

This year we are focused on doing more to support social mobility, as a result, we are signing up for the Social Mobility Employer Index, this will help us to benchmark our social mobility practices and how we can improve.

Governance

The Board considers robust corporate governance and a sound approach to risk management to be fundamental to the sustainability of the Group. We have successfully achieved our ISO 27001 certification. Our governance practices ensure we operate in a compliant, transparent and ethical manner by creating a data-responsible culture.

Financial Performance

Organically the company has continued to expand its client base, matured its service proposition, and bolstered its operational structure to support continued levels of growth. The number of active Analysts declined slightly over the last 12 months given the headwinds of an economic downturn.

Revenue, Gross Margin and Net Profit remained broadly flat in FY24/25 despite the marginal decline in chargeable analysts which signals the strength and agility in the business to manage its operational costs.

The directors are feeling positive towards continued organically-led growth over the next 12 months.

Literacy Capital Limited; a closed-end investment business remains the majority shareholder of the holding company, Kelly TopCo Limited.

The Company's key performance indicators during the year were as follows:

31.03.25

Turnover £'m: £26.96m (-7.02m decrease from FY24)

Gross Profit %: 43.55% (-0.34% movement from FY24)

Net Profit %: 14.73% (0.14% movement from FY24)

PRINCIPAL RISKS AND UNCERTAINTIES

The Company operates a Risk Register as its principal tool for monitoring and reporting risk. The register is prepared by a member of the Executive team and reviewed monthly. Input is sought from all areas of the business.

The register sets out details of the group's risks, the potential impact of each risk and the mitigating controls in place to reduce such impact. The Board formally reviews the Risk Register four times a year.

Changes in the macroeconomic environment remain a significant risk. The global economic outlook has continued to deteriorate over the last 12 months with high levels of inflation, rising energy costs and continued increases in interest rates. Grayce monitors changes in the economy closely and feels at this time that risk to its operations remains controllable.

Legislative Risks

No material legislative risks have been identified.

Grayce Group Limited (Registered number: 08160777)

Strategic Report

for the Year Ended 31 March 2025

Financial Risks

The group remains financially strong, whilst continuing to invest in future growth.

Employee Consultation

The Company places considerable value on the involvement of its employees. Key company information, decisions, and strategy and performance updates are communicated on a regular basis through frequent Exec-led broadcasts and newsletters. Employees are encouraged to share views and suggestions through leadership-sponsored employee forums, and through Grayce's annual Employee Engagement survey, both of which inform Grayce's people strategy. Grayce's reverse mentoring scheme provides an additional opportunity for employees to engage with and educate leadership on a diverse range of perspectives.

Disabled Employees

The Company welcomes applications from people with disabilities and makes reasonable adjustments to the recruitment and selection process for those who are interested in working for the Company. In the event of employees becoming disabled, every effort is made to ensure that their employment with the Company continues and that the appropriate facilities and training are arranged. It is the policy of the Company that the training, career development and promotion of disabled persons must, as far as possible, be the same as that of other employees. Several Grayce managers are trained mental health first aiders and employees additionally have access to an external employee support programme.

ON BEHALF OF THE BOARD:

Mrs C Wincott-Holder - Director

4 September 2025

Grayce Group Limited (Registered number: 08160777)

Report of the Directors

for the Year Ended 31 March 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of business management and consultancy.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 was NIL (2024: £3,500,000).

DIRECTORS

Mr P G Busby has held office during the whole of the period from 1 April 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mr C G Sellers - resigned 13 June 2024

Mr J Hewitt - appointed 13 June 2024

Mrs C Wincott-Holder - appointed 17 March 2025

Mr P D Jezzard ceased to be a director after 31 March 2025 but prior to the date of this report.

MATTERS COVERED IN THE STRATEGIC REPORT

As permitted by S414c(11) of Companies Act 2006, the director has elected to disclose information, required to be in the director's report by schedule 7 of the 'Large and Medium-sized Companies, and Groups (Accounts and Reports) Regulation 2008, in the Strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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;

- | 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company'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 company's auditors are aware of that information.

Grayce Group Limited (Registered number: 08160777)

Report of the Directors

for the Year Ended 31 March 2025

AUDITORS

The auditors, Harts Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs C Wincott-Holder - Director

4 September 2025

Report of the Independent Auditors to the Members of

Grayce Group Limited

Opinion

We have audited the financial statements of Grayce Group Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 March 2025 and of its profit 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, 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 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 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 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 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

Grayce Group Limited

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

- | the 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 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 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:

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant the Companies Act and employment law.

We understood how Grayce Group Limited is complying with those frameworks by making inquiries of management.

We corroborated our enquiries through discussion with Claire Wincott-Holder, the Finance Director to identify any non-compliance with laws and regulations.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by discussion with directors to understand where its considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud.

Report of the Independent Auditors to the Members of

Grayce Group Limited

To address the risk of fraud through management bias and override of controls, we performed analytical procedures to identify and unusual or unexpected relationships; investigated the rationale behind significant or unusual transactions; and tested journal entries to identify unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Material misstatement that arises due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations that could materially impact the financial statements. Taking into accounts our understanding of the Company, our procedures involved enquires of management and focussed testing as appropriate with consideration to risk assessment.

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.

David Taylor BFP FCA (Senior Statutory Auditor)

for and on behalf of Harts Limited

Chartered Accountants and Statutory Auditors

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

4 September 2025

Grayce Group Limited (Registered number: 08160777)

Income Statement

for the Year Ended 31 March 2025

| 31.3.25 |  | 31.3.24

| Notes | £ | £ |

TURNOVER | 5 | 26,959,577 |  | 33,977,668 |  |

Cost of sales | (15,218,920 | ) | (19,065,332 | ) |

GROSS PROFIT | 11,740,657 |  | 14,912,336 |  |

Administrative expenses | (7,769,420 | ) | (9,998,504 | ) |

OPERATING PROFIT | 7 | 3,971,237 |  | 4,913,832 |  |

Interest receivable and similar income | - |  | 45,150 |  |

3,971,237 |  | 4,958,982 |  |

Interest payable and similar expenses | 9 | (16,856 | ) | - |  |

PROFIT BEFORE TAXATION | 3,954,381 |  | 4,958,982 |  |

Tax on profit | 10 | (725,154 | ) | (786,576 | ) |

PROFIT FOR THE FINANCIAL YEAR | 3,229,227 |  | 4,172,406 |  |

Grayce Group Limited (Registered number: 08160777)

Other Comprehensive Income

for the Year Ended 31 March 2025

| 31.3.25 |  | 31.3.24

| Notes | £ | £ |

PROFIT FOR THE YEAR | 3,229,227 |  | 4,172,406 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 3,229,227 |  | 4,172,406 |  |

Grayce Group Limited (Registered number: 08160777)

Balance Sheet

31 March 2025

| 31.3.25 |  | 31.3.24

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 12 | 33,857 |  | 86,428 |  |

Tangible assets | 13 | 1,695 |  | 39,821 |  |

Investments | 14 | - |  | - |  |

35,552 |  | 126,249 |  |

CURRENT ASSETS

Debtors | 15 | 6,518,823 |  | 5,294,459 |  |

Cash at bank and in hand | 1,214,361 |  | 1,329,258 |  |

7,733,184 |  | 6,623,717 |  |

CREDITORS

Amounts falling due within one year | 16 | (1,798,911 | ) | (3,609,657 | ) |

NET CURRENT ASSETS | 5,934,273 |  | 3,014,060 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 5,969,825 |  | 3,140,309 |  |

CREDITORS

Amounts falling due after more than one year | 17 | - |  | (377,036 | ) |

PROVISIONS FOR LIABILITIES | 19 | (8,888 | ) | (31,563 | ) |

NET ASSETS | 5,960,937 |  | 2,731,710 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 100 |  | 100 |  |

Retained earnings | 21 | 5,960,837 |  | 2,731,610 |  |

SHAREHOLDERS' FUNDS | 5,960,937 |  | 2,731,710 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 4 September 2025 and were signed on its behalf by:

Mrs C Wincott-Holder - Director

Grayce Group Limited (Registered number: 08160777)

Statement of Changes in Equity

for the Year Ended 31 March 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 April 2023 | 100 |  | 2,059,204 |  | 2,059,304 |  |

Changes in equity

Dividends | - |  | (3,500,000 | ) | (3,500,000 | ) |

Total comprehensive income | - |  | 4,172,406 |  | 4,172,406 |  |

Balance at 31 March 2024 | 100 |  | 2,731,610 |  | 2,731,710 |  |

Changes in equity

Total comprehensive income | - |  | 3,229,227 |  | 3,229,227 |  |

Balance at 31 March 2025 | 100 |  | 5,960,837 |  | 5,960,937 |  |

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements

for the Year Ended 31 March 2025

1. | STATUTORY INFORMATION

| Grayce 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 Company Information page.

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

2. | STATEMENT OF COMPLIANCE

| 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.

3. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| The financial statements have been prepared under the historical cost convention.

| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirements of Section 7 Statement of Cash Flows.

| The name of the parent of the group is Kelly Topco Limited. The individual and consolidated financial statements are available upon request from the registered office of Kelly Topco Limited situated at: 1st Floor Hilton House Hilton Street Manchester, England, M1 2EH

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Turnover

| Turnover is recognised when the company obtains the right to consideration for consultancy services provided in the normal course of business and is shown net of VAT.

| Turnover is recognised in the period in which the consultants have worked. Invoices are raised based on consultant's Statement of Work and any turnover for the period that is unbilled at the period end is accrued for accordingly.

| 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.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Improvements to Leasehold | - | 33% on cost

| Office equipment | - | 33% on cost

| Tangible fixed assets are initially measured at cost.

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

3. | ACCOUNTING POLICIES - continued

| Financial instruments

| The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its 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 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 on a net basis or to realise the asset and settle the liability simultaneously.

| Basic financial assets

| Basic financial assets, which include debtors and cash and 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.

| Other financial assets

| Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

| Impairment of financial assets

| Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

| Derecognition of financial assets

| Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

| Classification of financial liabilities

| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements 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.

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

3. | ACCOUNTING POLICIES - continued

| Basic financial liabilities

| Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that 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.

| Other financial liabilities

| Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

| Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

| Derecognition of financial liabilities

| Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

| 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.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or access where assumptions and estimates are significant to the financial statements are disclosed below.

| There are no judgements and key sources of estimation uncertainty.

5. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the company.

| An analysis of turnover by class of business is given below:

| 31.3.25 |  | 31.3.24

£ | £ |

| Rendering of services | 26,959,577 |  | 33,977,668 |  |

26,959,577 |  | 33,977,668 |  |

6. | EMPLOYEES AND DIRECTORS

| 31.3.25 |  | 31.3.24

£ | £ |

| Wages and salaries | 18,287,134 |  | 23,066,519 |  |

| Social security costs | 2,040,636 |  | 2,397,513 |  |

| Other pension costs | 446,051 |  | 548,608 |  |

20,773,821 |  | 26,012,640 |  |

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

| 31.3.25 |  | 31.3.24

| Directors | 3 |  | 4 |  |

| Analysts | 350 |  | 488 |  |

| Admin | 57 |  | 82 |  |

| Sales | 11 |  | 11 |  |

421 |  | 585 |  |

| 31.3.25 |  | 31.3.24

£ | £ |

| Directors' remuneration | 324,359 |  | 442,931 |  |

| Directors' pension contributions to money purchase schemes | 11,591 |  | 20,916 |  |

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

| Money purchase schemes | 4 |  | 3 |  |

| Information regarding the highest paid director is as follows:

| 31.3.25 |  | 31.3.24

£ | £ |

| Emoluments etc | 191,817 |  | 207,574 |  |

| Pension contributions to money purchase schemes | 8,958 |  | 11,129 |  |

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

7. | OPERATING PROFIT

| The operating profit is stated after charging/(crediting):

| 31.3.25 |  | 31.3.24

£ | £ |

| Depreciation - owned assets | 40,014 |  | 79,313 |  |

| Computer software amortisation | 52,571 |  | 45,495 |  |

| Foreign exchange differences | 13,190 |  | (8,572 | ) |

8. | AUDITORS' REMUNERATION

| 31.3.25 |  | 31.3.24

£ | £ |

| Fees payable to the company's auditors for the audit of the company's financial statements | 10,000 |  | 10,000 |  |

9. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.3.25 |  | 31.3.24

£ | £ |

| Tax interest | 16,856 |  | - |  |

10. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 31.3.25 |  | 31.3.24

£ | £ |

| Current tax:

| UK corporation tax | 748,504 |  | 975,113 |  |

| (Over) Under reserve of tax in prior year | (675 | ) | (220,100 | ) |

| Total current tax | 747,829 |  | 755,013 |  |

| Deferred tax | (22,675 | ) | 31,563 |  |

| Tax on profit | 725,154 |  | 786,576 |  |

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

10. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

| 31.3.25 |  | 31.3.24

£ | £ |

| Profit before tax | 3,954,381 |  | 4,958,982 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | 988,595 |  | 1,239,746 |  |

| Effects of:

| Expenses not deductible for tax purposes | 20,278 |  | 6,719 |  |

| Capital allowances in excess of depreciation | (472 | ) | (13,990 | ) |

| Adjustments to tax charge in respect of previous periods | (676 | ) | (220,100 | ) |

| Group relief | (283,043 | ) | (288,564 | ) |

| Depreciation | 23,146 |  | 31,202 |  |

| Deferred tax movement | (22,674 | ) | (17,212 | ) |

| Previously unrecognised deferred tax | - |  | 48,775 |  |

| Total tax charge | 725,154 |  | 786,576 |  |

11. | DIVIDENDS

| 31.3.25 |  | 31.3.24

£ | £ |

| Ordinary shares of 0.01 each

| Interim | - |  | 3,500,000 |  |

12. | INTANGIBLE FIXED ASSETS

| Computer

| software

£ |

| COST

| At 1 April 2024

| and 31 March 2025 | 165,343 |  |

| AMORTISATION

| At 1 April 2024 | 78,915 |  |

| Amortisation for year | 52,571 |  |

| At 31 March 2025 | 131,486 |  |

| NET BOOK VALUE

| At 31 March 2025 | 33,857 |  |

| At 31 March 2024 | 86,428 |  |

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

13. | TANGIBLE FIXED ASSETS

| Improvements |

| to |  | Office |

| Leasehold |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 April 2024 | 192,578 |  | 79,661 |  | 272,239 |  |

| Additions | - |  | 1,888 |  | 1,888 |  |

| At 31 March 2025 | 192,578 |  | 81,549 |  | 274,127 |  |

| DEPRECIATION

| At 1 April 2024 | 162,309 |  | 70,109 |  | 232,418 |  |

| Charge for year | 28,574 |  | 11,440 |  | 40,014 |  |

| At 31 March 2025 | 190,883 |  | 81,549 |  | 272,432 |  |

| NET BOOK VALUE

| At 31 March 2025 | 1,695 |  | - |  | 1,695 |  |

| At 31 March 2024 | 30,269 |  | 9,552 |  | 39,821 |  |

14. | FIXED ASSET INVESTMENTS

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

| Grayce Group, Inc.

| Registered office: 7272 Wisconsin Ave Bethesda MD 20814 USA

| Nature of business: Business Consultancy

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 31.3.25 |  | 31.3.24

£ | £ |

| Aggregate capital and reserves | (168,492 | ) | (105,723 | ) |

| Loss for the year | (62,769 | ) | (77,215 | ) |

| Grayce Group, Inc. is a 100% owned subsidiary, registered in Delaware USA. Total authorised shares are five thousand without par value.

15. | DEBTORS

| 31.3.25 |  | 31.3.24

£ | £ |

| Amounts falling due within one year:

| Trade debtors | 2,549,750 |  | 4,008,127 |  |

| Other debtors | 450,000 |  | 476 |  |

| Accrued income | 266,947 |  | 420,784 |  |

| Prepayments | 536,895 |  | 388,558 |  |

3,803,592 |  | 4,817,945 |  |

| Amounts falling due after more than one year:

| Amounts owed by group undertakings | 2,715,231 |  | 476,514 |  |

| Aggregate amounts | 6,518,823 |  | 5,294,459 |  |

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.3.25 |  | 31.3.24

£ | £ |

| Trade creditors | 189,443 |  | 230,150 |  |

| Corporation tax | 6,986 |  | (316,298 | ) |

| Social security and other taxes | 463,404 |  | 507,167 |  |

| Net wage control | 4,270 |  | (165 | ) |

| VAT | 428,427 |  | 946,168 |  |

| Other creditors | 6,193 |  | 10,346 |  |

| Pension creditor | 97,764 |  | 103,452 |  |

| Accrued expenses | 602,424 |  | 2,128,837 |  |

1,798,911 |  | 3,609,657 |  |

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.3.25 |  | 31.3.24

£ | £ |

| Amounts owed to group undertakings | - |  | 377,036 |  |

18. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

| 31.3.25 |  | 31.3.24

£ | £ |

| Within one year | 383,549 |  | 468,697 |  |

| Between one and five years | 771,265 |  | 1,154,814 |  |

1,154,814 |  | 1,623,511 |  |

| The amount of lease payments recognised as an expense in the year is £429,202 (2024: £470,835).

19. | PROVISIONS FOR LIABILITIES

| 31.3.25 |  | 31.3.24

£ | £ |

| Deferred tax | 8,888 |  | 31,563 |  |

| Deferred |

| tax |

£ |

| Balance at 1 April 2024 | 31,563 |  |

| Credit to Income Statement during year | (22,675 | ) |

| Balance at 31 March 2025 | 8,888 |  |

20. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.3.25 |  | 31.3.24

| value: | £ | £ |

| 10,000 | Ordinary | 0.01 | 100 |  | 100 |  |

| There are no restrictions on these shares.

Grayce Group Limited (Registered number: 08160777)

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

21. | RESERVES

| Retained

| earnings

£ |

| At 1 April 2024 | 2,731,610 |  |

| Profit for the year | 3,229,227 |  |

| At 31 March 2025 | 5,960,837 |  |

22. | RELATED PARTY DISCLOSURES

| £450,000 was advanced by the company to the Employee Benefit Trust ("the EBT") which has been recognised as an other debtor within current assets during the year. The EBT is considered a related party by virtue of its purpose to benefit employees of the company and the ability of the company to exercise control over the trust, which owns a proportion of the parent company's shares, Kelly Topco Limited.

| No other transactions with the company and the EBT took place during the year.

23. | ULTIMATE CONTROLLING PARTY

| Grayce Group Limited is a 100% owned subsidiary of Kelly Bidco Limited, which in turn is a 100% owned subsidiary of Kelly Midco Limited, which in turn is a 100% owned subsidiary of Kelly Topco Limited, which in turn is a 61.45% subsidiary of Literacy Capital PLC at the year end.

| The individual and consolidated financial statements are available upon request from the registered office of Kelly Topco Limited:

| 1st Floor,

| Hilton House,

| Hilton Street,

| Manchester,

| England,

| M1 2EH

| There is no ultimate controlling party.