The directors present the strategic report for the year ended 31 December 2024.

Shirley Parsons Holdings Ltd is an investment holding Company for a global portfolio of businesses employing Consultants & Managing Consultants with Expertise in Health, Safety, Quality, Environmental and Sustainability (HSEQS).

Expert services in these fields are delivered through comprehensive Talent Acquisition, Labour Leasing, Project and Programme Management, as well as consulting engagements supported by advanced technology.

At the end of 2024 the Group had operating practices in 11 countries and continues to drive Global Brand Recognition & Brand Respect.

The company operates a Risk Register as a controlled element within our ISO9001 QMS. Regular time & event driven reviews mean that all known Risks are assessed for Impact, likelihood and mitigation effectiveness as soon as needed.

There are no material uncertainties or risks that the board is aware of, outside of usual operational risks that apply to running a business of this size and complexity

Credit Control and Facility Management are key elements supporting the liquidity of our businesses. Globally the Group reviews these on a monthly basis at both a Global & local level.

Headline Performance (£M): -

Items depressing Performance 

Our Biggest Markets 

Markets were not as buoyant as we had predicted in North America. 

In the UK The Government slowed projects we support. 

Scaling issues in newer ventures 

The Netherlands & Germany  - it was harder to find the right people than we had anticipated. 

Exceptional Items 

The UK Suffered from Bad Debts & loss of related forward revenue. 

Denmark incurred significant restructuring costs. 

Investment in Subsidiary 

Our attributable share of losses in Kineticom Inc, albeit with a return to positive performance in 2025 

Items Boosting Performance 

Renewable Energy and Data Centre builds continue to provide good growth.  Global technology players represent a growing sub-sector.  Our widened Value Proposition mix which includes a broader set of Consulting Services has gained good traction.  It represents a good platform for growth, although scaling this globally has not yet been proven. 

Appointing a Global CFO at the beginning of 2025 has enabled the Group to improve performance and improve the scaling of its investment portfolio. 

Overall, the Group is committed to investing in businesses that offer long term sustainable growth across our core Value Proposition sets and sustainable Markets. 

The Group & each Company within the Group operates a Goal Management Framework. This ensures congruency between the Group’s principle goals, through company and team down to an individual level.

Our highest-level goals pertain to Financial and Social Responsibility performance. These cascade down through market, value proposition, people, enabling and cultural goals and the standards that apply to the setting of these goals.

KPIs pertain to progress against our short (2025), medium (2026), and longer term (2027 & Beyond) Goals.

Breakthrough and sustainability considerations are material to setting our longer-term goals.

As the Group grows, we continue to evolve our management structures, making sure that the accountabilities & responsibilities of each person & team are totally clear.

Outlook for 2025 and beyond 

There are more Geo Political uncertainties so we have become more nimble.  Our strategy remains the same – Offer Sustainable Value Propositions to Sustainable High Quality Markets. 

It is vital to make the right talent acquisition decisions, particularly in newer markets where payback times are longer.  In 2025 we have invested more to improve the existing & forward talent mix. 

We expect 2025 to be a positive year with stronger foundations to scale internationally in 2026 & Beyond. 

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Subsequent to the year end, the company and group formed Shirley Parsons Pte. Limited, a wholly owned subsidiary incorporated in Singapore.

In accordance with the company's articles, a resolution proposing that Edwards be reappointed as auditor of the group will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the Annual Report 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 group and company, 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Shirley Parsons Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 the parent company's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

As explained more fully in the directors' responsibilities statement, 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 is 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Based on our understanding of the industry, we identified limited risk of non-compliance with industry specific laws and regulations. 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 an auditor's report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined 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.

We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the off-payroll working regulations (IR35), Companies Act 2006, ISO9001, health & safety regulations compliance and employment law.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be in the following areas: the override of controls by management, revenue journals, inappropriate treatment of non-routine transactions and areas of estimation uncertainty specifically surrounding investment valuations and share option valuations. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, review and discussion of non-routine transactions, sample testing on the posting of journals and review of accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £11,792 loss).

Shirley Parsons Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is B2 Building (4th Floor), Bear Brook Business Park, Walton Street, Aylesbury, Buckinghamshire, HP21 7QW.

The group consists of Shirley Parsons Holdings Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Shirley Parsons Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company and group will continue in operational existence for the foreseeable future.

In assessing the going concern basis, the directors have considered the company’s and group’s business activities and its financial position. The company continues to be a non-trading holding entity for the group, which continues as a professional services provider. During the year, the group incurred exceptional costs which further enhanced its loss-making position, however as at 31 December 2024 had net current assets and net assets.

The directors continue to closely monitor the company's and group’s liquidity and capital adequacy and in doing so, forecasts have been produced covering a period of at least twelve months from the date that the financial statements are approved.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Goodwill arising on an acquisition of a subsidiary undertaking is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. Positive goodwill is capitalised and amortised through the profit and loss account over the directors' estimate of its useful economic life. Impairment tests on the carrying value of goodwill are undertaken

• at the end of the first full financial year following acquisition;

• in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Negative goodwill arising on an acquisition, representing the excess of the fair value of the identifiable net assets acquired over the fair value of the consideration provided, is capitalised within fixed assets and released to the profit and loss account over 5 years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, 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.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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.

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.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The group operates a defined contribution pension scheme for certain employees and contributions to the scheme are charged to the profit and loss account as they are incurred.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Gains and losses arising on consolidation are included in other comprehensive income.

Corresponding amounts

The directors have re-analysed certain corresponding amounts to make their disclosure more meaningful.

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit and loss.

The company has granted share options. The options have been calculated using the Black-Scholes model which requires judgement in determining and assessing key assumptions and therefore results in some estimation uncertainty.

The group's turnover is attributable to the principal activities of the group and represents the value, excluding value added tax, of services supplied to customers during the period. The analysis of turnover by geographical area is as follows:

The exceptional costs in the year represents a bad debt write off of £162,775 (2023 - £Nil) and group restructuring costs of £94,607 (2023 - £Nil).

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

During the year, the company formed Shirley Parsons Australia Pty Ltd, Shirley Parsons New Zealand and Shirley Parsons France, all wholly owned subsidiary incorporated in Australia, New Zealand and France, respectively.

Details of the company's subsidiaries at 31 December 2024 are as follows:

All subsidiaries registered in England and Wales have the same registered office as Shirley Parsons Holdings Limited.

All subsidiaries registered in the USA have a registered office of 71 Summer St, Boston MA 02210 United States

Shirley Parsons GmbH has a registered address of Duisburger Strasse 91, 40479 Dusseldorf, Germany

Shirley Parsons Denmark ApS has a registered office of Vindingaard Ringvej 1, DK-7100 Vejle

Shirley Parsons B.V. has a registered office of Nieuwe Gracht 3, 2011 NB, Haarlem, Netherlands

Shirley Parsons Professional Services Limited Taiwan Branch has a registered office of 23F., No.218, Sec.1, Wenxin Rd., Nantun Dist., Taichung City, Taiwan 40865

Shirley Parsons Ireland Limited has a registered office of 13 Classon House, Dundrum Business Park, Dundrum, Dublin 14, D14 W9Y3.

Shirley Parsons Inc Canada has a registered office of 240 Richmond ST, W Toronto, ON M5V 1V6

Shirley Parsons Australia Pty has a registered office of Shirley Parsons, Level 1, 60 Martin Place, Sydney, 2000, NSW

Shirley Parsons New Zealand has a registered office of Level 5, 32-34 Mahuhu Crescent, Auckland Central, Auckland 1010

Shirley Parson France has a registered office of 28 Rue de Ponthieu, 75008 Paris, RCS 935 162 560

Details of associates at 31 December 2024 are as follows:

* Wholly owned subsidiaries of Kineticom, Inc.

Bank overdrafts are secured by way of a fixed and floating charge over the assets of the group with a further charge over a property owned by Paul Roebuck to a maximum of £175,000.

Included within bank loans and overdrafts are loans of £511,507 (2023 - £482,618), with £377,141 (2023 - £227,009) included within creditors due within one year and £134,366 (2023 - £255,609) included within creditors due after more than one year. The loans are under the Coronavirus Business Interruption Loan schemes and are therefore secured by way of fixed and floating charges over all assets of the company. Interest will be charged at rates from 2.24% - 8.90% above the Bank of England base rate. The amounts are being repaid in monthly installments.

Included within bank loans are loans of £218,999 (2023 - £Nil), with £218,999 (2023 - £Nil) included within creditors due within one year and £Nil (2023 - £Nil) included within creditors due after more than one year. The loans are secured by way of fixed and floating charges over all assets of the loanee. Interest will be charged at a rate of 9%. The amounts are being repaid in monthly installments.

Included within other creditors is an amount of £2,765,444 (2023 - £2,544,874) in respect of invoice discounting which is secured by way of a fixed and floating charge over the assets of the group.

Included within other creditors due within one year are related party loans of £317,206 (2023 - £388,528). The loans are unsecured. Interest is charged at a rate of 3.2%. There are no set repayment terms.

Included within other borrowings are loans advanced from a related party of £284,833 (2023 - £316,563), with £284,833 (2023 - £363) included within creditors due within one year and £Nil (2023 - £316,200) included within creditors due after more than one year. The loans are secured over the company's investment in the lenders share capital. Interest will be charged at rates between 2.30% - 5.50%. The amounts are being repaid in quarterly and biannual installments.

Included within other borrowings are loans of £830,659 (2023 - £447,218), with £830,659 (2023 - £447,218) included within creditors due within one year and £Nil (2023 - £Nil) included within creditors due after more than one year. The loans are secured by way of fixed and floating charges over all assets of the loanee. Interest will be charged at a rate of 9%. The amounts are being repaid in monthly installments.

Included within bank loans and overdrafts are loans of £511,507 (2023 - £482,618), with £377,141 (2023 - £227,009) included within creditors due within one year and £134,366 (2023 - £255,609) included within creditors due after more than one year. The loans are under the Coronavirus Business Interruption Loan schemes and are therefore secured by way of fixed and floating charges over all assets of the company. Interest will be charged at rates from 2.24% - 8.90% above the Bank of England base rate. The amounts are being repaid in monthly installments.

Included within other borrowings are loans advanced from a related party of £284,833 (2023 - £316,563), with £284,833 (2023 - £363) included within creditors due within one year and £Nil (2023 - £316,200) included within creditors due after more than one year. The loans are secured over the company's investment in the lenders share capital. Interest will be charged at rates between 2.30% - 5.50%. The amounts are being repaid in quarterly and biannual installments.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The options outstanding at 31 December 2024 had an exercise price of £0.001, and a remaining contractual life of 2 years 1 month.

During the year, the company issued 176,000 Growth 'A' shares of 0.1p each for a total consideration of £176.

The rights attached to each category of share can be found in the company's Articles of Association.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Subsequent to the year end, the company and group formed Shirley Parsons Pte. Limited, a wholly owned subsidiary incorporated in Singapore.

The Directors are considered to be key management personnel. Their remuneration is disclosed within note 8.

The company has taken advantage of the exemption conferred within FRS102 section 33.1A not to disclose transactions between wholly owned members of the same group.

At 31 December 2024, included within creditors were related party loans of £317,206 (2023 - £388,528), on which the group charged interest during the year of £21,649 (2023 - £4,023).

At 31 December 2024, included within debtors was an amount of £105,012 (2023 - £59,759) owed by related parties and included in creditors was an amount of £467,716 (2023 - £170,700) owed to related parties.

The group was previously loaned $500,000 from a related party. Included within other creditors are amounts of £284,833 (2023 - £316,563), with £284,833 (2023 - £363) included within creditors due within one year and £Nil (2023 - £316,200) included within creditors due after more than one year. During the year, interest was charged amounting to £17,680 (2023 - £11,561).

The ultimate controlling party is deemed to be the Roebuck family due to their majority ownership of the company.