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REGISTERED NUMBER: 08190353 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Stott And May Holdings Limited

Stott And May Holdings Limited (Registered number: 08190353)

Contents of the Consolidated Financial Statements

for the Year Ended 31 December 2024

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 3 |

Report of the Independent Auditors | 5 |

Consolidated Income Statement | 9 |

Consolidated Other Comprehensive Income | 10 |

Consolidated Balance Sheet | 11 |

Company Balance Sheet | 13 |

Consolidated Statement of Changes in Equity | 15 |

Company Statement of Changes in Equity | 16 |

Consolidated Cash Flow Statement | 17 |

Notes to the Consolidated Cash Flow Statement | 18 |

Notes to the Consolidated Financial Statements | 20 |

Stott And May Holdings Limited

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | Mr S P Stott

| Mrs K A Stott

| REGISTERED OFFICE: | 6th Floor Cannon Green

| 27 Bush Lane

| London

| EC4R 0AA

| REGISTERED NUMBER: | 08190353 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Philippa Duckworth BSc FCCA

| AUDITORS: | WP Audit Limited

| Statutory Auditors

| TOR

| Saint-Cloud Way

| Maidenhead

| Berkshire

| SL6 8BN

Stott And May Holdings Limited (Registered number: 08190353)

Group Strategic Report

for the Year Ended 31 December 2024

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The principal activity of the Group was the provision of recruitment services in the technology sector. The Group also commenced trading in 2024 in the provision of recruitment services in the clean energy sector under the brand name Evergreen. The Group has subsidiaries in the UK, USA and EU. The UK subsidiaries are based in the south east of England, with a head office in London and a regional office in Reading, serving the Thames Valley. The USA has a principal office in New York with a presence in California, whilst the European business is operated from a subsidiary in Dublin. During 2024 the Group ceased operations in Texas.

The Group provides permanent and contract recruitment solutions alongside consultancy services in the technology sector and permanent recruitment solutions in the clean energy sector.

The market for recruitment services in the technology sector continued to decline in 2024. This coupled with a fall in both client and candidate confidence made trading difficult for the Group which resulted in further losses. The Group has continued to take action to reduce its cost base by cuts in both headcount and discretionary expenditure to mitigate the impact of the downturn. The Group is fully prepared to take further action to ensure it is present to take full advantage of any improvements in the economic environment.

PRINCIPAL RISKS AND UNCERTAINTIES

Economic uncertainty and the competitive nature of the marketplace for our own consultants remain risks to the business. We manage this risk through offering a competitive remuneration structure including opportunities to participate in equity incentive schemes. Liquidity and credit risk are also significant considerations for the group. We manage our cash flow using invoice discounting and the diverse range of blue chip clients keeps our risk of bad debts to a minimum. In view of the above the directors believe that the Group is well placed to manage its business risks, and also take advantage of any improvement in its markets in the future.

KEY PERFORMANCE INDICATORS

The key performance indicators for the group are as follows:

| 2024 |  | 2023 |  | % Change |

| £ s |  | £ s |  |

Turnover |  | 41,966 |  | 55,090 |  | -23.8% |

Gross profit |  | 10,889 |  | 13,034 |  | -16.4% |

Operating profit / (loss) |  | (1,438 | ) | (1,451 | ) | -0.9% |

Net fee income per consultant |  | 171 |  | 152 |  | 12.5% |

The Group provides both permanent and temporary recruitment services. The split of gross profit in the year ended 31 December 2024 was 49% from permanent and 51% from temporary placements.

ON BEHALF OF THE BOARD:

Mr S P Stott - Director

11 September 2025

Stott And May Holdings Limited (Registered number: 08190353)

Report of the Directors

for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of recruitment consultancy.

DIVIDENDS

Dividends totalling £nil were paid in the year (2023: £nil).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr S P Stott

Mrs K A Stott

DONATIONS

Charitable donations of £113 (2023: £7,111) were paid in the year.

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;

- | 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.

Stott And May Holdings Limited (Registered number: 08190353)

Report of the Directors

for the Year Ended 31 December 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.

ON BEHALF OF THE BOARD:

Mr S P Stott - Director

11 September 2025

Report of the Independent Auditors to the Members of

Stott And May Holdings Limited

Opinion

We have audited the financial statements of Stott And May Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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 31 December 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.

Report of the Independent Auditors to the Members of

Stott And May Holdings Limited

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.

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 three, 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.

Report of the Independent Auditors to the Members of

Stott And May Holdings Limited

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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in In line with our responsibilities, outlines above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud.

-The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill to identify or recognise non-compliance with applicable laws and regulations;

-we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the recruitment sector;

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

-we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instance of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

-making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

-understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we;

-performed analytical procedures to identify unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-investigated the rationale behind significant or unusual transactions.

Report of the Independent Auditors to the Members of

Stott And May Holdings Limited

Audit response to risks identified

In response to the risk of irregularities and non-compliance with laws and regulations; we designed procedures which included, but were not limited to;

-agreeing financial statement disclosures to underlying supporting documentation;

-enquiring of management as to actual and potential litigation and claims; and

-reviewing correspondence with HMRC, relevant regulators and company's legal advisors.

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 to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment of collusion.

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.

Philippa Duckworth BSc FCCA (Senior Statutory Auditor)

for and on behalf of WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

13 September 2025

Stott And May Holdings Limited (Registered number: 08190353)

Consolidated Income Statement

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

TURNOVER | 3 | 41,966,247 |  | 55,090,077 |  |

Cost of sales | (31,077,743 | ) | (42,055,566 | ) |

GROSS PROFIT | 10,888,504 |  | 13,034,511 |  |

Administrative expenses | (12,348,399 | ) | (14,485,927 | ) |

(1,459,895 | ) | (1,451,416 | ) |

Other operating income | 705 |  | - |  |

OPERATING LOSS | 5 | (1,459,190 | ) | (1,451,416 | ) |

Interest payable and similar expenses | 6 | (21,963 | ) | (33,223 | ) |

LOSS BEFORE TAXATION | (1,481,153 | ) | (1,484,639 | ) |

Tax on loss | 7 | (83,248 | ) | (133,369 | ) |

LOSS FOR THE FINANCIAL YEAR | (1,564,401 | ) | (1,618,008 | ) |

Loss attributable to:

Owners of the parent | (1,564,401 | ) | (1,618,008 | ) |

Stott And May Holdings Limited (Registered number: 08190353)

Consolidated Other Comprehensive Income

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

LOSS FOR THE YEAR | (1,564,401 | ) | (1,618,008 | ) |

OTHER COMPREHENSIVE INCOME |

Unrealised translation on subsidiaries | 28,282 |  | (128,669 | ) |

Income tax relating to other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | 28,282 |  | (128,669 | ) |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (1,536,119 | ) | (1,746,677 | ) |

Total comprehensive income attributable to:

Owners of the parent | (1,536,119 | ) | (1,746,677 | ) |

Stott And May Holdings Limited (Registered number: 08190353)

Consolidated Balance Sheet

31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 9 | 1,229 |  | 2,869 |  |

Tangible assets | 10 | 129,196 |  | 181,584 |  |

Investments | 11 | - |  | - |  |

130,425 |  | 184,453 |  |

CURRENT ASSETS

Debtors | 12 | 8,135,040 |  | 10,168,617 |  |

Cash at bank | 491,570 |  | 1,163,130 |  |

8,626,610 |  | 11,331,747 |  |

CREDITORS

Amounts falling due within one year | 13 | (7,173,771 | ) | (8,372,431 | ) |

NET CURRENT ASSETS | 1,452,839 |  | 2,959,316 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 1,583,264 |  | 3,143,769 |  |

CREDITORS

Amounts falling due after more than one year | 14 | (63,743 | ) | (81,434 | ) |

PROVISIONS FOR LIABILITIES | 19 | (2,269 | ) | (8,964 | ) |

NET ASSETS | 1,517,252 |  | 3,053,371 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 77,700 |  | 77,700 |  |

Capital redemption reserve | 21 | 183,150 |  | 183,150 |  |

Other reserves | 21 | 22,700 |  | 22,700 |  |

Foreign exchange reserve | 21 | 62,379 |  | 62,379 |  |

Retained earnings | 21 | 1,171,323 |  | 2,707,442 |  |

SHAREHOLDERS' FUNDS | 1,517,252 |  | 3,053,371 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Consolidated Balance Sheet - continued

31 December 2024

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2025 and were signed on its behalf by:

Mr S P Stott - Director

Stott And May Holdings Limited (Registered number: 08190353)

Company Balance Sheet

31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 9 | - |  | - |  |

Tangible assets | 10 | - |  | - |  |

Investments | 11 | 261,012 |  | 261,012 |  |

261,012 |  | 261,012 |  |

CURRENT ASSETS

Debtors | 12 | 864,373 |  | 864,373 |  |

Cash at bank | 413 |  | 453 |  |

864,786 |  | 864,826 |  |

CREDITORS

Amounts falling due within one year | 13 | (694,584 | ) | (679,890 | ) |

NET CURRENT ASSETS | 170,202 |  | 184,936 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 431,214 |  | 445,948 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 77,700 |  | 77,700 |  |

Capital redemption reserve | 21 | 183,150 |  | 183,150 |  |

Retained earnings | 21 | 170,364 |  | 185,098 |  |

SHAREHOLDERS' FUNDS | 431,214 |  | 445,948 |  |

Company's loss for the financial year | (14,734 | ) | (17,588 | ) |

Stott And May Holdings Limited (Registered number: 08190353)

Company Balance Sheet - continued

31 December 2024

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2025 and were signed on its behalf by:

Mr S P Stott - Director

Stott And May Holdings Limited (Registered number: 08190353)

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2024

| Called up |  | Capital

| share |  | Retained |  | redemption

| capital |  | earnings |  | reserve

£ | £ | £ |

Balance at 1 January 2023 | 77,700 |  | 4,454,119 |  | 183,150 |  |

Changes in equity

Total comprehensive income | - |  | (1,746,677 | ) | - |  |

Balance at 31 December 2023 | 77,700 |  | 2,707,442 |  | 183,150 |  |

Changes in equity

Total comprehensive income | - |  | (1,536,119 | ) | - |  |

Balance at 31 December 2024 | 77,700 |  | 1,171,323 |  | 183,150 |  |

| Foreign |

| Other |  | exchange |  | Total

| reserves |  | reserve |  | equity

£ | £ | £ |

Balance at 1 January 2023 | 22,700 |  | 62,379 |  | 4,800,048 |  |

Changes in equity

Total comprehensive income | - |  | - |  | (1,746,677 | ) |

Balance at 31 December 2023 | 22,700 |  | 62,379 |  | 3,053,371 |  |

Changes in equity

Total comprehensive income | - |  | - |  | (1,536,119 | ) |

Balance at 31 December 2024 | 22,700 |  | 62,379 |  | 1,517,252 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Company Statement of Changes in Equity

for the Year Ended 31 December 2024

| Called up |  | Capital |

| share |  | Retained |  | redemption |  | Total

| capital |  | earnings |  | reserve |  | equity

£ | £ | £ | £ |

Balance at 1 January 2023 | 77,700 |  | 202,686 |  | 183,150 |  | 463,536 |  |

Changes in equity

Total comprehensive income | - |  | (17,588 | ) | - |  | (17,588 | ) |

Balance at 31 December 2023 | 77,700 |  | 185,098 |  | 183,150 |  | 445,948 |  |

Changes in equity

Total comprehensive income | - |  | (14,734 | ) | - |  | (14,734 | ) |

Balance at 31 December 2024 | 77,700 |  | 170,364 |  | 183,150 |  | 431,214 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Consolidated Cash Flow Statement

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (430,704 | ) | 1,049,488 |  |

Interest paid | (15,661 | ) | (32,801 | ) |

Interest element of hire purchase payments paid | (6,302 | ) | (7,918 | ) |

Tax paid | 511,463 |  | (853,056 | ) |

Net cash from operating activities | 58,796 |  | 155,713 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (7,164 | ) | (13,042 | ) |

Net cash from investing activities | (7,164 | ) | (13,042 | ) |

Cash flows from financing activities

New loans in year | 199,362 |  | - |  |

Loan repayments in year | (157,075 | ) | (407,639 | ) |

Change in invoice finance balance | (422,422 | ) | (287,043 | ) |

Capital repayments in year | (13,854 | ) | (13,854 | ) |

Amount withdrawn by directors | (329,203 | ) | (174,117 | ) |

Net cash from financing activities | (723,192 | ) | (882,653 | ) |

Decrease in cash and cash equivalents | (671,560 | ) | (739,982 | ) |

Cash and cash equivalents at beginning of year | 2 | 1,163,130 |  | 1,903,112 |  |

Cash and cash equivalents at end of year | 2 | 491,570 |  | 1,163,130 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Cash Flow Statement

for the Year Ended 31 December 2024

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

| 31.12.24 |  | 31.12.23

£ | £ |

| Loss before taxation | (1,481,153 | ) | (1,484,639 | ) |

| Depreciation charges | 61,192 |  | 144,523 |  |

| Net effect of exchange translation | 28,282 |  | (128,670 | ) |

| Finance costs | 21,963 |  | 33,223 |  |

(1,369,716 | ) | (1,435,563 | ) |

| Decrease in trade and other debtors | 1,833,872 |  | 3,971,561 |  |

| Decrease in trade and other creditors | (894,860 | ) | (1,486,510 | ) |

| Cash generated from operations | (430,704 | ) | 1,049,488 |  |

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 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 491,570 |  | 1,163,130 |  |

| Year ended 31 December 2023

| 31.12.23 |  | 1.1.23

£ | £ |

| Cash and cash equivalents | 1,163,130 |  | 1,903,112 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Cash Flow Statement

for the Year Ended 31 December 2024

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1.1.24 | Cash flow | At 31.12.24

£ | £ | £ |

| Net cash |

| Cash at bank | 1,163,130 |  | (671,560 | ) | 491,570 |  |

1,163,130 |  | (671,560 | ) | 491,570 |  |

| Debt

| Finance leases | (96,621 | ) | 13,854 |  | (82,767 | ) |

| Debts falling due within 1 year | (2,448,351 | ) | 380,135 |  | (2,068,216 | ) |

(2,544,972 | ) | 393,989 |  | (2,150,983 | ) |

| Total | (1,381,842 | ) | (277,571 | ) | (1,659,413 | ) |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Stott And May Holdings 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 accounts are prepared on a going concern basis as in the opinion of the directors the group has sufficient finance available to it to meet its obligations as they fall due for the foreseeable future, that is at least 12 months from the date of approval of the accounts.

| Going concern

| At 31 December 2024 the group had net assets of £1,508,138 (2023: £3,053,371) and cash balances of £491,570 (2023: £1,163,130).

| The group has taken significant action to align the cost base with reduced volumes during the year to allow the group to operate profitably at lower volumes. The directors continue to monitor monthly profitability as part of their plan to return the group to profit. The directors have reviewed the cash flow requirements of the group and consider that the group has adequate resources to continue to meet its liabilities as they fall due.

| Basis of consolidation

| The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.

| Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Significant judgements and estimates

| In the application of the group's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

| Recoverability of related party balances - the group assesses these balances for recoverability. When assessing for impairment, management considers factors including historical experience, knowledge of performance and future forecasts.

| Recoverability of trade debtors - trade debtors are stated net of a provision for doubtful debtors. The group maintains a provision for doubtful debtors, based on the financial condition of the customer and aging of the trade receivable after considering historical experience and communications with the debtor and the current economic environment.

| Tangible fixed assets, are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycle and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

| - the amount of revenue can be measured reliably;

| - it is probable that the company will receive the consideration due under the contract;

| - the stage of completion of the contract at the end of the reporting period can be measured reliably; and,

| - the costs incurred and the costs to complete the contract can be measured reliably.

| Revenue is recognised as and when services are provided in respect of temporary staff placements and when a candidate starts their new employment in respect of permanent placements.

| 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.

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

| Plant and machinery | - | 33% on cost

| Fixtures and fittings | - | 33% on cost, 20% on cost and Over the lease term

| Motor vehicles | - | 25% on cost

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument. 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.

| (i) Financial assets and liabilities

| All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

| Debt instruments which meet the following conditions are subsequently measured at amortised cost using the effective interest method:

| (a) The contractual return to the holder is (i) a fixed amount; (ii) a positive fixed rate or a positive variable rate; or (iii) a combination of a positive or a negative fixed rate and a positive variable rate.

| (b) The contract may provide for repayments of the principal or the return to the holder (but not both) to be linked to a single relevant observable index of general price inflation of the currency in which the debt instrument is denominated, provided such links are not leveraged.

| (c) The contract may provide for a determinable variation of the return to the holder during the life of the instrument, provided that (i) the new rate satisfies condition (a) and the variation is not contingent on future events other than (1) a change of a contractual variable rate; (2) to protect the holder against credit deterioration of the issuer; (3) changes in levies applied by a central bank or arising from changes in relevant taxation or law; or (ii) the new rate is a market rate of interest and satisfies condition (a).

| (d) There is no contractual provision that could, by its terms, result in the holder losing the principal amount or any interest attributable to the current period or prior periods.

| (e) Contractual provisions that permit the issuer to prepay a debt instrument or permit the holder to put it back to the issuer before maturity are not contingent on future events, other than to protect the holder against the credit deterioration of the issuer or a change in control of the issuer, or to protect the holder or issuer against changes in levies applied by a central bank or arising from changes in relevant taxation or law.

| (f) Contractual provisions may permit the extension of the term of the debt instrument, provided that the return to the holder and any other contractual provisions applicable during the extended term satisfy the conditions of paragraphs (a) to (c).

| Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment. With the exception of some hedging instruments, other debt instruments not meeting these conditions are measured at fair value through profit or loss. Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.

| Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| (ii) Investments

| Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment.

| In the company balance sheet, investments in subsidiaries and associates are measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for merger relief, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.

| (iii) Equity instruments

| Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.

| 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.

| 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.

| Research and development

| Expenditure on research and development is written off in the year in which it is incurred.

| 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.

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Hire purchase and leasing commitments

| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

| 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.

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:

| 31.12.24 |  | 31.12.23

£ | £ |

| United Kingdom | 18,635,835 |  | 26,739,185 |  |

| Europe | 8,106,344 |  | 10,848,511 |  |

| Rest of the world | 15,224,068 |  | 17,502,381 |  |

41,966,247 |  | 55,090,077 |  |

4. | EMPLOYEES AND DIRECTORS

| 31.12.24 |  | 31.12.23

£ | £ |

| Wages and salaries | 7,236,130 |  | 8,665,715 |  |

| Social security costs | 774,394 |  | 882,053 |  |

| Other pension costs | 113,205 |  | 172,780 |  |

8,123,729 |  | 9,720,548 |  |

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

| 31.12.24 |  | 31.12.23

| Directors | 2 |  | 2 |  |

| Administrative | 20 |  | 27 |  |

| Sales | 62 |  | 86 |  |

84 |  | 115 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

4. | EMPLOYEES AND DIRECTORS - continued

| The directors are the key management of the group and disclosure of remuneration details are set out below.

| 31.12.24 |  | 31.12.23

£ | £ |

| Directors' remuneration | 21,287 |  | 108,787 |  |

| Directors' pension contributions to money purchase schemes | - |  | 1,926 |  |

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

| Money purchase schemes | - |  | 2 |  |

5. | OPERATING LOSS

| The operating loss is stated after charging:

| 31.12.24 |  | 31.12.23

£ | £ |

| Other operating leases | 682,755 |  | 720,964 |  |

| Depreciation - owned assets | 40,566 |  | 124,886 |  |

| Depreciation - assets on hire purchase contracts | 18,986 |  | 18,987 |  |

| Computer software amortisation | 1,640 |  | 1,640 |  |

| Auditors' remuneration | 31,450 |  | 26,294 |  |

| Foreign exchange differences | 205,745 |  | 53,882 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.12.24 |  | 31.12.23

£ | £ |

| Bank loan interest | 1,001 |  | 20,650 |  |

| Invoice finance interest | 14,660 |  | 4,655 |  |

| Hire purchase | 6,302 |  | 7,918 |  |

21,963 |  | 33,223 |  |

7. | TAXATION

| Analysis of the tax charge

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

| 31.12.24 |  | 31.12.23

£ | £ |

| Current tax:

| UK corporation tax | 89,943 |  | 139,389 |  |

| Deferred tax | (6,695 | ) | (6,020 | ) |

| Tax on loss | 83,248 |  | 133,369 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

7. | TAXATION - continued

| Reconciliation of total tax charge 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:

| 31.12.24 |  | 31.12.23

£ | £ |

| Loss before tax | (1,481,153 | ) | (1,484,639 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 19 % (2023 - 19 %) | (281,419 | ) | (282,081 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 7,444 |  | 8,692 |  |

| Adjustments to tax charge in respect of previous periods | 107,993 |  | 30,213 |  |

| Different rate due on profits of foreign subsidiary | (10,537 | ) | - |  |

| Reduce tax asset in respect of tax losses | - |  | 198,710 |  |

| Tax losses not recognised as deferred tax asset | 259,767 |  | 179,280 |  |

| Tax rate timing differences | - |  | (1,445 | ) |

| Total tax charge | 83,248 |  | 133,369 |  |

| Tax effects relating to effects of other comprehensive income |

| 31.12.24 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Unrealised translation on subsidiaries | 28,282 |  | - |  | 28,282 |  |

| 31.12.23 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Unrealised translation on subsidiaries | (128,669 | ) | - |  | (128,669 | ) |

8. | INDIVIDUAL INCOME STATEMENT

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

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

9. | INTANGIBLE FIXED ASSETS

| Group

| Computer

| software

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 43,027 |  |

| AMORTISATION

| At 1 January 2024 | 40,158 |  |

| Amortisation for year | 1,640 |  |

| At 31 December 2024 | 41,798 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1,229 |  |

| At 31 December 2023 | 2,869 |  |

10. | TANGIBLE FIXED ASSETS

| Group

| Fixtures |

| Plant and |  | and |  | Motor |

| machinery |  | fittings |  | vehicles |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2024 | 249,097 |  | 658,904 |  | 151,895 |  | 1,059,896 |  |

| Additions | 7,164 |  | - |  | - |  | 7,164 |  |

| Disposals | (28,820 | ) | (67,324 | ) | - |  | (96,144 | ) |

| Exchange differences | - |  | 1,175 |  | - |  | 1,175 |  |

| At 31 December 2024 | 227,441 |  | 592,755 |  | 151,895 |  | 972,091 |  |

| DEPRECIATION

| At 1 January 2024 | 206,696 |  | 635,224 |  | 36,392 |  | 878,312 |  |

| Charge for year | 33,201 |  | 7,365 |  | 18,986 |  | 59,552 |  |

| Eliminated on disposal | (28,820 | ) | (67,324 | ) | - |  | (96,144 | ) |

| Exchange differences | - |  | 1,175 |  | - |  | 1,175 |  |

| At 31 December 2024 | 211,077 |  | 576,440 |  | 55,378 |  | 842,895 |  |

| NET BOOK VALUE

| At 31 December 2024 | 16,364 |  | 16,315 |  | 96,517 |  | 129,196 |  |

| At 31 December 2023 | 42,401 |  | 23,680 |  | 115,503 |  | 181,584 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

10. | TANGIBLE FIXED ASSETS - continued

| Group

| Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

| Motor

| vehicles

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 151,895 |  |

| DEPRECIATION

| At 1 January 2024 | 36,392 |  |

| Charge for year | 18,986 |  |

| At 31 December 2024 | 55,378 |  |

| NET BOOK VALUE

| At 31 December 2024 | 96,517 |  |

| At 31 December 2023 | 115,503 |  |

11. | FIXED ASSET INVESTMENTS

| SUBSIDIARIES

| Name of undertaking |  | Registered Office |  | Nature of business |  | Class of shares held |  | % Held Direc t |  |

| Stott & May Professional Search Limited |  | 1 |  | Recruitment consultancy |  | Ordinary |  | 100 |  |

| Stott and May Inc |  | 2 |  | Recruitment consultancy |  | Ordinary |  | 100 |  |

| Stott and May Consulting Limited |  | 1 |  | Recruitment consultancy |  | Ordinary |  | 100 |  |

| Stott & May Consulting Services Ireland Limited |  | 3 |  | Recruitment consultancy |  | Ordinary |  | 100 |  |

| Registered office:

| 1. 6th Floor Cannon Green, 27 Bush Lane, London, UK, EC4R 0AA

| 2. 14 Penn Plaza c/o Prager Metis, New York, NY 10122, USA

| 3. Regus Block 1, Blanchardstown Corporate Park, Ballycoolen Road, Blanchardstown,

| Dublin, D15 AKK1

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

12. | DEBTORS

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Amounts falling due within one year: |

| Trade debtors | 4,339,172 |  | 5,870,112 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 864,373 |  | 864,373 |  |

| Other debtors | 97,775 |  | 116,599 |  | - |  | - |  |

| Directors' current accounts | 682,780 |  | 353,577 |  | - |  | - |  |

| Tax | 230,896 |  | 759,804 |  | - |  | - |  |

| Prepayments and accrued income | 2,615,017 |  | 2,899,125 |  | - |  | - |  |

7,965,640 |  | 9,999,217 |  | 864,373 |  | 864,373 |  |

| Amounts falling due after more than one | year: |

| Other debtors | 169,400 |  | 169,400 |  | - |  | - |  |

| Aggregate amounts | 8,135,040 |  | 10,168,617 |  | 864,373 |  | 864,373 |  |

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

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 15) | 1,868,854 |  | 2,448,351 |  | - |  | 157,075 |  |

| Other loans (see note 15) | 199,362 |  | - |  | - |  | - |  |

| Hire purchase contracts (see note 16) | 19,024 |  | 15,187 |  | - |  | - |  |

| Trade creditors | 1,868,925 |  | 1,959,188 |  | - |  | 1,729 |  |

| Amounts owed to group undertakings | - |  | - |  | 689,584 |  | 521,086 |  |

| Tax | 102,336 |  | 29,838 |  | - |  | - |  |

| Social security and other taxes | 258,744 |  | 159,276 |  | - |  | - |  |

| VAT | 125,289 |  | 31,010 |  | - |  | - |  |

| Other creditors | 103,918 |  | 210,269 |  | - |  | - |  |

| Accruals and deferred income | 2,627,319 |  | 3,519,312 |  | 5,000 |  | - |  |

7,173,771 |  | 8,372,431 |  | 694,584 |  | 679,890 |  |

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

| Group |

| 31.12.24 |  | 31.12.23 |

£ | £ |

| Hire purchase contracts (see note 16) | 63,743 |  | 81,434 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

15. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Amounts falling due within one year or on | demand: |

| Bank invoice finance facility | 1,868,854 |  | 2,448,351 |  | - |  | 157,075 |  |

| Other loans | 199,362 |  | - |  | - |  | - |  |

2,068,216 |  | 2,448,351 |  | - |  | 157,075 |  |

16. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

| 31.12.24 |  | 31.12.23 |

£ | £ |

| Net obligations repayable:

| Within one year | 19,024 |  | 15,187 |  |

| Between one and five years | 63,743 |  | 81,434 |  |

82,767 |  | 96,621 |  |

| Group

| Non-cancellable |

| operating leases |

| 31.12.24 |  | 31.12.23

£ | £ |

| Within one year | 713,139 |  | 706,280 |  |

| Between one and five years | 1,298,834 |  | 2,011,973 |  |

2,011,973 |  | 2,718,253 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

17. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

| 31.12.24 |  | 31.12.23 |

£ | £ |

| Bank loans | 1,868,854 |  | 2,448,351 |  |

| Other loans | 199,362 |  | - |  |

| Hire purchase contracts | 82,767 |  | 96,621 |  |

2,150,983 |  | 2,544,972 |  |

| Bank loans include both a bank loan and invoice finance facility which are secured by way of a debenture in standard form creating a fixed and floating charge over the assets of the group. Hire purchase liabilities are secured on the asset to which the funding relates.

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

18. | FINANCIAL INSTRUMENTS

| Group |  |

|  | 31.12.24 |  |  | 31.12.23 |  |

|  | £ |  |  | £ |  |

| FINANCIAL ASSETS |  |

| Financial assets measured at fair value through profit and loss |  | 491,570 |  |  | 1,163,130 |  |

| Financial assets that are debt instruments measured at amortised cost |  | 7,594,640 |  |  | 8,908,332 |  |

|  | 8,471,181 |  |  | 10,571,942 |  |

| FINANCIAL LIABILITIES |  |

| Financial liabilities measured at amortised cost |  | (4,123,825 | ) |  | (4,650,667 | ) |

| Company |  |

|  | 31.12.24 |  |  | 31.12.23 |  |

|  | £ |  |  | £ |  |

| FINANCIAL ASSETS |  |

| Financial assets measured at fair value through profit and loss |  | 413 |  |  | 453 |  |

| Financial assets that are debt instruments measured at amortised cost |  | 864,373 |  |  | 864,373 |  |

|  | 864,786 |  |  | 864,826 |  |

| FINANCIAL LIABILITIES |  |

| Financial liabilities measured at amortised cost |  | (689,584 | ) |  | (679,890 | ) |

| Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings, other debtors and accrued income.

| Financial liabilities measured at amortised cost comprise bank and other loans (including finance leases), overdrafts, trade creditors, amounts owed to group undertakings, other creditors and accruals.

19. | PROVISIONS FOR LIABILITIES

| Group |

| 31.12.24 |  | 31.12.23 |

£ | £ |

| Deferred tax | 2,269 |  | 8,964 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

19. | PROVISIONS FOR LIABILITIES - continued

| Group

| Deferred |

| tax |

£ |

| Balance at 1 January 2024 | 8,964 |  |

| Utilised during year | (6,695 | ) |

| Balance at 31 December 2024 | 2,269 |  |

20. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 750,000 | Ordinary | £0.10 | 75,000 |  | 75,000 |  |

| 135,000 | Ordinary | £0.02 | 2,700 |  | 2,700 |  |

77,700 |  | 77,700 |  |

| The Ordinary 10p shares and the Ordinary 2p shares rank pari pasu in all respects. The holder of Ordinary shares is entitled to a vote, is entitled to a dividend and is entitled to a capital distribution in the event of a return of capital or winding up of the company.

21. | RESERVES

| Group

| Capital |  | Foreign |

| Retained |  | redemption |  | Other |  | exchange |

| earnings |  | reserve |  | reserves |  | reserve |  | Totals

£ | £ | £ | £ | £ |

| At 1 January 2024 | 2,707,442 |  | 183,150 |  | 22,700 |  | 62,379 |  | 2,975,671 |  |

| Deficit for the year | (1,564,401 | ) | (1,564,401 | ) |

| Unrealised translation | 28,282 |  | - |  | - |  | - |  | 28,282 |  |

| At 31 December 2024 | 1,171,323 |  | 183,150 |  | 22,700 |  | 62,379 |  | 1,439,552 |  |

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

21. | RESERVES - continued

| Company

| Capital |

| Retained |  | redemption |

| earnings |  | reserve |  | Totals

£ | £ | £ |

| At 1 January 2024 | 185,098 |  | 183,150 |  | 368,248 |  |

| Deficit for the year | (14,734 | ) | (14,734 | ) |

| At 31 December 2024 | 170,364 |  | 183,150 |  | 353,514 |  |

22. | PENSION COMMITMENTS

| The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £113,205 (2023: £171,404). Pension contributions totalling £27,255 (2023: £24,193) were payable to the pension fund at the year end and are included in creditors due in less than one year.

23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to directors subsisted during the years ended 31 December 2024 and 31 December 2023:

| 31.12.24 |  | 31.12.23

£ | £ |

| Mr S P Stott

| Balance outstanding at start of year | 281,077 |  | 179,460 |  |

| Amounts advanced | 145,203 |  | 101,617 |  |

| Amounts repaid | - |  | - |  |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | 426,280 |  | 281,077 |  |

| Mrs K A Stott

| Balance outstanding at start of year | 72,500 |  | - |  |

| Amounts advanced | 184,000 |  | 72,500 |  |

| Amounts repaid | - |  | - |  |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | 256,500 |  | 72,500 |  |

| Amounts advanced to directors accrue interest at the HMRC Official Rate.

Stott And May Holdings Limited (Registered number: 08190353)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2024

24. | ULTIMATE CONTROLLING PARTY

| The controlling party is Mr S P Stott.

25. | SHARE-BASED PAYMENT TRANSACTIONS

| The tax authority approved Enterprise Management Incentive Share Option Scheme is operated for eligible employees, including directors.

| The options vest in accordance with terms determined by the directors but include continued employment. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if an employee leaves the company unless the conditions under which they leave are such that they are considered a 'good leaver', in which case their options remain exercisable for a limited period of time. Obligations under this scheme will be met by the issue of ordinary shares of the company.

| The estimated fair value of the share options was valued by applying the Black-Scholes option pricing model.

|  | Weighted average exercise price (£ | ) | Number |  |  | Weighted average exercise price (£ | ) | Number |

|  | 2024 |  | 2024 |  |  | 2023 |  | 2023 |

| Outstanding at the beginning of the year |  | 0.0861 |  | 989,500 |  |  | 0.0861 |  | 989,500 |

| Granted during the year |  | 0.1867 |  | 95,000 |  |  | - |  | - |

| Exercised during the year |  | - |  | - |  |  | - |  | - |

| Forfeited during the year |  | -0.1808 |  | (227,750 | ) |  | - |  | - |

| Outstanding at the end of the year |  | 0.0920 |  | 856,750 |  |  | 0.0861 |  | 989,500 |

| The number of options exercisable at 31 December 2024 was nil (2023: nil).