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

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

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

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

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.

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

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.

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.

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.

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

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

)

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

)

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

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

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

)

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

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

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

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

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

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

)

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.

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.