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

The Eames Group was founded in 2002 and is a Group of companies based in London, Singapore, Hong Kong, Manila, New York, Philadelphia and Zurich. The principal activity of the Group continued to be that of the provision of labour solutions. The Group continues to operate in contingent recruitment, executive search and advisory led managed solutions, focusing primarily upon identifying mid to senior level professionals in the Insurance, Technology and Financial Services sectors.

Following a year in 2023 which saw significant economic and political uncertainty leading to businesses becoming more cautious with their hiring in the face of rising interest rates and potential recession, growth and therefore hiring remained sluggish in 2024. This is also expected to persist throughout 2025.

Despite continued challenging market conditions, group turnover increased by 18% and gross profit by 2% against the 2023 result, driven by a c33% increase in gross profit from contract/interim solutions. Permanent revenue was down by c13%, reflecting both general client reticence to increase permanent headcount and particularly challenging market conditions in Asia.

The Group's average headcount reduced to 141 (2023: 161), as we reduced sales headcount in teams where market demand was hardest hit and scaled back on junior hiring. Gross Profit per Consultant increased to £198k (2023: £179k) per annum as a result, however overall staff costs increased by 1.6% as a result of investment in senior leadership in the UK and US to best position the business for a future upturn in market conditions.

Overall operating profit increased slightly to £351k (2023: £132k).

Credit risk

The Group's credit risk is attributable to two key areas, trade receivables and related party receivables. The Group’s client base is largely blue-chip Insurance and Financial Services companies. Trade Receivables exposure is spread over a significant number of clients and there is no material concentration of risk on a particular client.

Liquidity risk

The Group's liquidity risk is managed and secured through an invoice financing facility provided by the Group's bankers. The Group is currently operating in compliance with all covenants of the facility.

Cashflow risk

The largest cashflow risk is timing of large commission or tax payments. These are monitored closely by Directors to ensure minimal impact to the Group’s overall result. Commission is only paid to consultants once revenue is invoiced, so this is also managed through the use of the Group’s invoice financing facility.

Foreign exchange risk

The Group's foreign exchange risk is insignificant as the geographical spread of operations results in cash generated in local currency is used to settle liabilities arising in that jurisdiction.

Economic Uncertainty risk

During the COVID 19 pandemic and various lockdowns, the directors increased the frequency of meetings to ensure regular reviews of the operations and cash management of the group. The Group does not operate in areas directly impacted by the Russia/Ukraine war and the Directors consider that the Group’s legacy and strength of client base in the Insurance sector to be favourable in the event of an economic downturn, given that sector’s historic resilience during a recession.

Employee risk

The Group’s key assets are its staff. Staff are offered clear career paths with the ability to be quickly promoted with a commensurate increase in remuneration. We believe that our commission and bonus schemes are at the forefront of schemes in our sector.

The Group is also reliant on its ability to recruit, train, develop and retain staff to drive profitable growth and we have invested significantly in these functions during the pandemic.

The board uses a range of measures to monitor and manage the performance of the Group. These include:

Economic conditions have not changed materially and 2025 has seen a continuation of the trend established in 2024 with Contract/Interim revenue continuing to grow and permanent revenue declining in some areas. The Group has continued to maintain headcount in productive areas and invest in key strategic pillars to position the Group well for growth when conditions improve. We have however continued to make some headcount reductions in areas where trading has been most impacted by lack of client demand.

Having considered both the funding requirements and the current outlook in the recruitment sector, the Directors consider it appropriate to prepare the financial statements on a going concern basis and there is no material uncertainty relating to going concern.

On behalf of the board

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

The principal activity of the company and group continued to be that of the provision of labour consultancy and recruitment. The Group continues to operate as a recruitment and search consultancy firm, dedicated to identifying mid to senior level professionals in the insurance, technology and financial services sectors.

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

Ordinary dividends were paid amounting to £1,325,000 (2023 - £1,202,000). The directors do not recommend payment of a further dividend.

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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.

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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 Eames Consulting Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise 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 group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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.

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

Our approach was as follows:

Ÿ

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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 £1,353,537 (2023 - £892,391 profit).

Eames Consulting Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 7th Floor 131 Finsbury Pavement, London, England, EC2A 1NT.

The group consists of Eames Consulting Group 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 comparative figures have been restated in respect of eliminating intercompany revenue and cost of sales, recognising goodwill and its corresponding amortisation. Where applicable, categories in the notes to the financial statements have changed to give a truer and fairer view of the group's activities.

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.

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS102 -

• Only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations for the group and the parent company would be identical;

• No cash flow statement has been presented for the parent company;

• Disclosures in respect of the parent's company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and

• No disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.

A prior period error has been corrected in relation to goodwill recognised on the acquisition of the Mainstay businesses in 2023, more information can be found in note 30. An additional prior period error has been corrected in relation to intercompany trading between two subsidiaries which has reduced both revenue and cost of sales in the 2023 figures by £519,580.

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 Eames Consulting Group 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.

Where necessary, adjustments are made to the financial statements of the subsidiaries to bring the accounting policies used into line with those used by the group.

The Group continues to trade profitably, with cash balances held for non-UK subsidiaries remaining stable and amounts drawn under the Close Brothers facility from month to month remaining well below headroom. The Close Brothers facility continues on a rolling basis, with six months’ notice required to terminate the agreement. Termination is considered by the Directors to be unlikely and the facility is expected to be renewed in the usual course of business.

The Directors have prepared Group financial forecasts for the period to 31 December 2026, these forecasts have been prepared considering the current market conditions and realistic goals of the Group. Based on these forecasts, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and to meet its liabilities as they fall due. Accordingly, the Group continues to adopt the going concern basis in preparing its Financial Statements.

Turnover represents amounts receivable for services net of VAT. Turnover consists of:

• Contract turnover for the supply of professional services recognised based on the time worked by a contractor as validated by the receipt of client approved timesheets or the equivalent.

• Turnover from consulting and mapping projects, typically with half of the revenue recognised as a retainer upfront on commencement of the project and half of the revenue upon completion of the project.

• Turnover from permanent placements recognised at the date an offer is accepted by a candidate, and where a start date has been determined. A provision is made against accrued income for possible cancellations of placements prior to, or shortly after, the commencement of employment.

• Turnover from executive search engagements, with revenue recognised in stages based on completion of the project. The stages at which revenue is recognised varies depending on project and contractual terms but a portion of revenue is typically recognised on a retainer basis at the start of the search and a portion of revenue recognised on completion when a candidate accepts an offer and a start date is confirmed. Under some arrangements, a portion of revenue is also recognised upon delivery of a candidate shortlist.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is three years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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.

The assets' residual values, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate, if there is an indication of a significant change since the last reporting date.

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.

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 group after deducting all of its liabilities.

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.

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

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

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

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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 option pricing 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.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

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.

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

The company has in issue share options that were granted to the employees of the group. The directors have determined the fair value of these options through the Black Scholes option pricing model. The inputs to this model are judgemental and therefore management has exercised judgement and made assumptions around volatility, likely timing of exercise, interest rates and share price valuation. The resulting share based payment charge is immaterial and therefore no charge has been included in the financial statements. See note 22 for further details.

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

Their aggregate remuneration comprised:

The directors regard key management personnel to be the board of directors.

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

Goodwill arises on consolidation in relation to the acquisition of the Mainstay Asia group in April 2023. Goodwill is mainly attributable to the contract book purchased, the Mainstay brand, and the recruitment consultants working for it. Goodwill directly represents the excess consideration paid over the fair value of net assets acquired, and is amortised over a 3 year period which is thought to be the useful economic life of the contractor book and the consultants.

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

The company's subsidiaries ECMS (Managed Solutions) Limited (11356506) and Eames Partnership Limited (11777524) are exempt from the requirements of the Companies Act 2006 relating to the audit of their individual financial statements by virtue of section 479A of the Companies Act. A parent company guarantee has been provided under section 479C of the Companies Act over all outstanding prospective, actual and contingent liabilities at the end of the financial year in question for these subsidiaries.

Financial assets measured at amortised cost comprise cash, trade debtors, other debtors and accrued income.

Financial liabilities measured at amortised cost comprise invoice financing facility, bank loans and overdrafts, trade creditors, other creditors, and accruals.

Information regarding the group's exposure to and management of credit risk, liquidity risk, market risk, cash flow interest rate risk, and foreign exchange risk is included in the Strategic report.

Group trade debtors totalling £9,817,947 (2023: £6,709,317) are secured under an invoice discounting facility.

The invoice financing facility is secured by way of an all assets debenture as well as a guarantee and indemnity provided by Eames Consulting Group Holdings Limited and a cross guarantee between Eames Consulting Group Limited, Eames Partnership Limited and ECMS (Managed Services) Limited.

Trade debtors arising from permanent and contract placements are able to be drawn down in advance from the company's invoice financing partner, Close Brothers. This is secured by way of an all assets debenture as well as a guarantee and indemnity provided by Eames Consulting Group Holdings Limited and a cross guarantee between Eames Consulting Group Limited, Eames Partnership Limited and ECMS (Managed Services) Limited.

Invoice financing is repayable after a 6 months notice period and attracts an interest rate of 2.25% above base rate.

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 pension charge represents contributions payable by the group to the fund. Contributions amounting to £45,204 (2023: £42,039) were payable to fund at the year end and are included in creditors.

During 2022 and 2023 the company granted a number of EMI share options to employees of the group. The options are only exercisable on an exit event. No share based payment charge has been recorded in the financial statements as management have determined that the charge would be immaterial.

The options outstanding at 31 December 2024 had an exercise price ranging from £1.91 to £4.05, and a remaining contractual life ranging from 7.5 to 8.5 years.

The weighted average fair value of options is determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the expected relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

On 28 April 2023 the group acquired 100 percent of the issued capital of Mainstay Asia Limited.

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:

The group is exempt from disclosing key management personnel remuneration under FRS 102 33.7A as it considers the directors to be the same as key management personnel.

At the year end, one of the directors owed the group a balance of £71,342 (2023: £1,324,132). This balance was repaid within 9 months of the year end.

Dividends totalling £1,325,000 (2023: £1,202,000) were paid in the year in respect of shares held by the company's directors.

The group has taken advantage of the exemption in The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102") from the requirement to disclose transactions with wholly owned group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.

The ultimate controlling party is M Eames, by virtue of his controlling shareholding in the company.

In the prior period, the excess consideration paid over the net asset value of the Mainstay group was incorrectly debited to FX loss. This has been corrected by restating the comparatives to recognise goodwill, less the amortisation charge during the year for that goodwill. Additionally, deferred consideration has been recognised in 2023 which previously was not.