ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 11002378

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

TWP Accounting LLP

Chartered Accountants & Statutory Auditors

The Old Rectory

Church Street

Weybridge

Surrey

KT13 8DE

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

COMPANY INFORMATION

Director	S C Cheshire


Registered number	11002378


Registered office	The Old Rectory
	Church Street
	Weybridge
	Surrey
	KT13 8DE


Independent auditor	TWP acounting LLP
	Chartered Accountants & Statutory Auditors
	The Old Rectory
	Church Street
	Weybridge
	Surrey
	KT13 8DE

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Director's Report	4 - 5
Independent Auditor's Report	6 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Statement of Financial Position	11
Company Statement of Financial Position	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15
Consolidated Analysis of Net Debt	16
Notes to the Financial Statements	17 - 31

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Overview of the business and priorities

MRG is an International Recruitment Group that provides services, including Retained Search, Interim Executives, and Project Recruitment, across Real Estate, Facilities, and Development. The Group also includes a number of single-market or single-function micro-niche Recruitment brands. Our MRG Consult business offers our clients leadership development training and EVP advisory services.
We have trading offices in the UK, Poland, Malaysia, India, South Africa, and Saudi Arabia.
Values
We are a values-based business, and our four core values — Inventive, Inclusive, Forensic, and Relentless — underpin our business, operations and culture.
We are Inventive; we love finding new ways to solve issues unique to every assignment.
Inclusive; we believe that diverse perspectives make for better teams and better businesses.
Forensic; our approach to assessment and analysis is process-driven and data-led, which is critical in a tough industry.
Finally, we are Relentless, always driven by enthusiasm, energy and pride in our work.
People
Our people are our greatest asset, and we foster an environment where they can perform to the best of their abilities.
Over time, people become experts in their chosen markets. Our tenure is a key strength and is something MRG is very proud of. The average tenure of our Board is eleven years, and our Management Team is seven years.
Strategy
Our Strategy is to build local, sustainable businesses in the country, backed by an international portfolio across the key economic areas of the UK, the Middle East, Asia and Africa. We can offer international resourcing solutions for clients with global operations, enabling talent acquisition on a global scale.

Page 1

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Business review

Fees in the first half of 2024 decreased by -15% but recovered by +15.5% in the second half. This was in the the main, due to key client changes in our international division.
The group was also affected negatively by rising cost inflation during 2023 and into 2024 and new investment in additional territories of key strategic interest to the group e.g. our newly established Saudi Arabian entity means we can compete for high value contracts in a region where Real Estate is attracting significant investment. It is worth noting that our investments in foreign territories have shown to produce a ROI in their third year of trading.

The table below shows our operational performance from 2021 to 2024. The overseas figures presented below include Agensi Pekerjaan MRG People Asia Sdn. Bhd, MRG Global India Private Limited (from 2023), MRG Polska sp. z o.o. (from 2023) and The Management Recruitment Group for Business Services (Saudi Arabia) from 2024.

Page 2

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

Market Risks
Due to the turbulent global macroeconomic climate, the group has been negatively affected by rising cost inflation over the past few years. Our risk is mitigated somewhat by having operations in economies (Asia and Middle East) that are often counter cyclical to the UK.
Dependence upon Key Personnel
The loss of board-level key executives and other senior personnel could have a material impact on revenues however the business is not reliant on one individual.
Competition
The Group continually reviews the quality of its delivery, pricing and client satisfaction. We believe that MRG holds a stable position within the market.
Reliance on Key Clients
The UK business has a diversified client base across both the private and public sectors, with no client or industry sector that poses a material risk to revenues. The sectors of the business which service clients who are based in the Middle East are more reliant on several key accounts, and the team are working hard to diversify this client base to mitigate risk.
Financial Risks
Foreign Exchange Risks
The principal foreign exchange risks are the USD, INR, MYR, SAR and PLN. Some of the risk in entities outside of the UK is hedged by local-currency funded expense transactions. The Malaysian business has seen cost impact from the continued weakening of MYR against both GBP and USD, which has led to both transaction and translation losses during 2024. In future, with our newly established office in the Kingdom of Saudi Arabia, we will serve our Middle Eastern clients from within the GCC, mitigating this risk.
Credit Risk
The Group has no bank loans or overdrafts. Debtor days are 51. The group had an invoice factoring facility which was closed in 2025.
Going Concern and Current Trading
The response of the Board to previous economic downturns and the difficulties of 2020/21, and subsequent company growth show that the board is experienced in management through times of uncertainty.
The company has no debt and foresees no cash flow issues. All projects over the past 5 years have been funded through existing cash and retained profits.

This report was approved by the board on 25 September 2025 and signed on its behalf.

S C Cheshire

Director

Page 3

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Principal activity

The principal activity of the group is to provide recruitment services on both a permanent and temporary basis in which trading is mainly in the UK and Asia market.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £351,437 (2023 - £588,283).

The directors of the Company have declared a dividend of £89,417 (2023 - £400,000).

Director

The director who served during the year was:

S C Cheshire

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:

∙so far as is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙ has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Page 4

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditor

The auditor, TWP acounting LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 September 2025 and signed on its behalf.

S C Cheshire

Director

Page 5

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

Opinion

We have audited the financial statements of The Management Recruitment Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 December 2024 and of the Group's profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 United Kingdom, including the Financial Reporting Council'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 director's 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 or 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 director with respect to going concern are described in the relevant sections of this report.

Page 6

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED (CONTINUED)

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 director is 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.

Opinion 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Director's Report 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 Director's 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 director's 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 Director's Responsibilities Statement set out on page 4, the director is 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 director determines 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 director is 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 director either intends to liquidate the Group or the parent Company or to cease operations, or has no realistic alternative but to do so.

Page 7

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED (CONTINUED)

Auditor's 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 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 Group 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:

Obtain an understanding of the policies and procedures management has in place to detect and prevent fraud and non-compliance with laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditor's Report.

Page 8

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED (CONTINUED)

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.

Paul Hawksley FCA, MAAT, CTA (Senior Statutory Auditor)

for and on behalf of

TWP acounting LLP

Chartered Accountants & Statutory Auditors

The Old Rectory

Church Street

Weybridge

Surrey

KT13 8DE

30 September 2025

Page 9

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	9,524,766	10,815,496
Cost of sales		(3,518,821)	(3,864,657)
Gross profit		6,005,945	6,950,839
Administrative expenses		(5,612,247)	(5,977,295)
Other operating income	5	13,816	15,825
Operating profit	6	407,514	989,369
Income from participating interests		18	-
Interest receivable and similar income	10	6,774	531
Interest payable and similar expenses	11	(88)	-
Profit before taxation		414,218	989,900
Tax on profit	12	(139,094)	(278,673)
Profit for the financial year		275,124	711,227

Profit for the year attributable to:
Non-controlling interests	(76,313)	122,944
Owners of the parent Company	351,437	588,283
	275,124	711,227

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 17 to 31 form part of these financial statements.

Page 10

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 11002378

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	14		282,037		376,049
Tangible assets	15		20,863		37,447
			302,900		413,496
Current assets
Debtors: amounts falling due within one year	17	2,202,069		1,726,419
Cash at bank and in hand	18	917,438		1,557,286
		3,119,507		3,283,705
Creditors: amounts falling due within one year	19	(1,235,919)		(1,670,266)
Net current assets			1,883,588		1,613,439
Total assets less current liabilities			2,186,488		2,026,935
Net assets			2,186,488		2,026,935

Capital and reserves
Called up share capital	20	100	100
Profit and loss account	21	1,882,743	1,620,722
Equity attributable to owners of the parent Company		1,882,843	1,620,822
Non-controlling interests		303,645	406,113
		2,186,488	2,026,935

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.

S C Cheshire

Director

The notes on pages 17 to 31 form part of these financial statements.

Page 11

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

REGISTERED NUMBER: 11002378

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	16		1,638,300		1,636,279
			1,638,300		1,636,279
Current assets
Debtors: amounts falling due within one year	17	210,878		75,878
Cash at bank and in hand	18	567		1,100
		211,445		76,978
Creditors: amounts falling due within one year		(1,846,603)		(1,708,180)
Net current liabilities			(1,635,158)		(1,631,202)
Total assets less current liabilities			3,142		5,077


Net assets			3,142		5,077

Capital and reserves
Called up share capital	20		100		100
Profit and loss account brought forward		4,977		592
Profit for the year		87,482		404,385
Dividends paid		(89,417)		(400,000)
Profit and loss account carried forward			3,042		4,977
			3,142		5,077

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.

S C Cheshire

Director

The notes on pages 17 to 31 form part of these financial statements.

Page 12

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£
At 1 January 2023	100	1,432,439	1,432,539	342,357	1,774,896
Comprehensive income for the year
Profit for the year	-	588,283	588,283	122,944	711,227
Contributions by and distributions to owners
Dividends: Equity capital	-	(400,000)	(400,000)	(59,188)	(459,188)
Total transactions with owners	-	(400,000)	(400,000)	(59,188)	(459,188)

At 1 January 2024	100	1,620,722	1,620,822	406,113	2,026,935
Comprehensive income for the year
Profit for the year	-	351,437	351,437	(76,313)	275,124
Contributions by and distributions to owners
Dividends: Equity capital	-	(89,416)	(89,416)	(26,155)	(115,571)
Total transactions with owners	-	(89,416)	(89,416)	(26,155)	(115,571)
At 31 December 2024	100	1,882,743	1,882,843	303,645	2,186,488

The notes on pages 17 to 31 form part of these financial statements.

Page 13

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	100	592	692
Comprehensive income for the year
Profit for the year	-	404,385	404,385
Contributions by and distributions to owners
Dividends: Equity capital	-	(400,000)	(400,000)
Total transactions with owners	-	(400,000)	(400,000)

At 1 January 2024	100	4,977	5,077
Comprehensive income for the year
Profit for the year	-	87,482	87,482
Contributions by and distributions to owners
Dividends: Equity capital	-	(89,417)	(89,417)
Total transactions with owners	-	(89,417)	(89,417)
At 31 December 2024	100	3,042	3,142

The notes on pages 17 to 31 form part of these financial statements.

Page 14

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	275,124	711,227
Adjustments for:
Amortisation of intangible assets	94,012	94,012
Depreciation of tangible assets	4,963	-
Interest paid	88	-
Interest received	(6,792)	(531)
Taxation charge	139,094	278,673
(Increase) in debtors	(358,847)	(8,358)
(Decrease) in creditors	(360,728)	(41,582)
Corporation tax (paid)	(310,396)	(360,314)
Net cash generated from operating activities	(523,482)	673,127

Cash flows from investing activities
Purchase of tangible fixed assets	(7,499)	(7,481)
Interest received	6,774	531
Income from investments in related companies	18	-
Net cash from investing activities	(707)	(6,950)
Cash flows from financing activities
Dividends paid	(89,416)	(400,000)
Interest paid	(88)	-
Dividends paid to non-controlling interests	(26,155)	(59,188)
Net cash used in financing activities	(115,659)	(459,188)
Net (decrease)/increase in cash and cash equivalents	(639,848)	206,989
Cash and cash equivalents at beginning of year	1,557,286	1,350,297
Cash and cash equivalents at the end of year	917,438	1,557,286

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	917,438	1,557,286
	917,438	1,557,286

The notes on pages 17 to 31 form part of these financial statements.

Page 15

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	1,557,286	(639,848)	917,438
	1,557,286	(639,848)	917,438

The notes on pages 17 to 31 form part of these financial statements.

Page 16

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

The Management Recruitment Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Old Rectory, Church Street, Weybridge, Surrey, England, KT13 8DE. The principal activity of the group is to provide recruitment services on both a permanent and temporary basis in which trading is mainly in the UK and Asia markets.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquirees' identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The directors of the company have reviewed the circumstances of the Agensi Pekerjaan MRG People Asia Sdn. Bhd. entity within the group and believes that whilst they do not have control by virtue of shareholding, The Management Recruitment Group Holdings Limited has control by virtue of voting rights as set out within the agreements held among the relevant parties. Therefore, the consolidated financial statements include Agensi Pekerjaan MRG People Asia Sdn. Bhd. as a subsidiary.

2.3

Going concern

The Directors are confident that the Group and the company has adequate financial resources to continue and adopt the going concern basis in preparing the annual report and financial statements.

Page 17

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 18

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue recognised constitutes the value of services undertaken by the company from its principal activity, which are recruitment services. These consist of:

∙Revenue from temporary placement, which represents amounts billed and recognised for the placement of temporary staff. The income in relation to this service is recognised during the period in which the service is provided, which is typically billed in arrears on a weekly or monthly basis and where necessary an appropriate accrued income adjustment is recognised which represents income billed after the balance sheet for a period covered by the current financial year;

∙Revenue from permanent placement, where income billed is either based on a percentage of the candidate’s remuneration package or on a fixed fee per placement. Revenue derived from both services is typically billed to the customer with an upfront fee on commencement of each engagement, usually calculated as a 1/3 of the expected total invoice which is recognised upon the date of invoice as the contractual obligations per the sales contract dictates this is non refundable, where the remaining balance of the total invoice is recognised on the date the candidates start their placement. A provision is recognised against the potential rebate required for a cancellation of a candidate’s placement prior to, or shortly after, the commencement of employment, which is included within accruals.

∙Revenue from other consultancy services is recognised in the period in which the service was provided. There are instances where amounts billed to client include expenses incurred on their behalf, typically for advertisements, where the revenue is recognised in the period the expense was incurred

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 19

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill

years

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 20

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

				Plant and machinery	-	33%	per annum
				Fixtures and fittings	-	20%	per annum

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 21

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, 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 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.

Recruitment services	9,524,766	10,815,496
	9,524,766	10,815,496

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	8,029,367	8,774,683
Rest of Europe	18,294	3,387
Rest of the world	1,477,105	2,037,426
	9,524,766	10,815,496

5.	Other operating income
		2024	2023
		£	£

Other operating income	13,816	15,825
	13,816	15,825

Page 22

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Exchange differences	15,823	(40,159)
	Other operating lease rentals	272,578	313,880

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements	21,000	21,000
Fees payable to the Company's auditor in respect of:
All non-audit services not included above	1,050	1,050

8.	Employees
	Staff costs, including director's remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	6,652,474	7,297,898	110,575	81,718
Social security costs	421,847	464,420	-	-
Cost of defined contribution scheme	107,101	116,658	-	-
	7,181,422	7,878,976	110,575	81,718

The average monthly number of employees, including the director, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Average number of employees	47	63	1	1

Page 23

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Director's remuneration
		2024	2023
		£	£

Director's emoluments	203,097	205,597
	203,097	205,597

The Group made no contributions to definded contribution pension schemes in respect of directors who served during the current or prior year.

10.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	6,774	531
		6,774	531

11.	Interest payable and similar expenses
		2024	2023
		£	£

	Other loan interest payable	88	-
		88	-

Page 24

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	137,683	278,673
Adjustments in respect of previous periods	1,411	-
	139,094	278,673

Total current tax	139,094	278,673

	Deferred tax
	Total deferred tax	-	-


	Tax on profit	139,094	278,673

Profit on ordinary activities before tax

414,218

989,900

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	103,555	247,475
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	6,618	-
Capital allowances for year in excess of depreciation	4,545	3,921
Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax	(269)	(1,846)
Goodwill amortisation and impairment	23,503	23,503
Changes in provisions leading to an increase (decrease) in the tax charge	(12,288)	8,557
Other differences leading to an increase (decrease) in the tax charge	13,430	(2,937)
Total tax charge for the year	139,094	278,673

Page 25

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Dividends
		2024	2023
		£	£

	Dividends paid to owners of the parent company	89,416	400,000
		89,416	400,000

14.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 January 2024	940,121
	At 31 December 2024	940,121
	Amortisation
	At 1 January 2024	564,072
	Charge for the year on owned assets	94,012
	At 31 December 2024	658,084
	Net book value
	At 31 December 2024	282,037
	At 31 December 2023	376,049

Page 26

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Tangible fixed assets
	Group

	Fixtures and fittings	Office equipment	Total
	£	£	£
Cost or valuation
At 1 January 2024	135,235	155,367	290,602
Additions	649	6,850	7,499
At 31 December 2024	135,884	162,217	298,101
Depreciation
At 1 January 2024	129,206	123,949	253,155
Charge for the year on owned assets	-	24,083	24,083
At 31 December 2024	129,206	148,032	277,238
Net book value
At 31 December 2024	6,678	14,185	20,863
At 31 December 2023	6,029	31,418	37,447

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	1,636,279
	Additions	2,021
	At 31 December 2024	1,638,300

Page 27

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Direct subsidiary undertakings
The following was a subsidiary undertaking of the Company during the period:
Name	Registered office	Class of shares	Holding

The Management Recruitment Group Limited	England	Ordinary	93.8%
Agensi Pekerjaan MRG People Asia Sdn. Bhd	Malaysia	Ordinary	49%
MRG Global India Private Limited	India	Ordinary	78%
MRG Polska Spólka Z Ograniczona Odpowiedzialnoscia W Organizacji	Poland	Ordinary	80%
MRG Global Middle East LLC	Saudi Arabia	Ordinary	100%
MRG Global South Africa (Pty) Ltd	South Africa	Ordinary	100%

The above subsidiaries have been consolidated within the group financial statements.
The above subsidiaries are all trading entities, with the exception of MRG Global South Africa (Pty) Ltd which is dormant.
The basis of consolidation for Agensi Pekerjaan MRG People Asia Sdn. Bhd has been disclosed in Note 2.2 above.

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

MRGSearch Limited	England	Ordinary	93.8%
MRGPeople Limited	England	Ordinary	93.8%
Bid Reruitment Limited	England	Ordinary	93.8%

The above indirect subsidiaries are dormant.

Page 28

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	1,508,412	1,316,761	-	3,625
Other debtors	409,416	42,774	75,878	72,253
Prepayments and accrued income	284,241	366,884	135,000	-
	2,202,069	1,726,419	210,878	75,878

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	917,438	1,557,286	567	1,100
	917,438	1,557,286	567	1,100

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	151,199	83,482	-	-
Amounts owed to group undertakings	-	-	1,733,456	1,286,825
Corporation tax	2,404	76,023	2,404	-
Other taxation and social security	618,302	616,398	-	-
Other creditors	126,135	478,236	110,743	421,355
Accruals and deferred income	337,879	416,127	-	-
	1,235,919	1,670,266	1,846,603	1,708,180

20.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary share shares of £1.00 each	100	100

Page 29

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of adjustments.

22.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £107,101 (2023 - £116,658). At the balance sheet date, pension contributions of £22,742 (2023 - £27,418) were payable to the fund and are included within the Group other creditors.

23.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	255,141	89,553
Later than 1 year and not later than 5 years	81,871	56,625
	337,012	146,178

24.	Share options

In the years predating the previous financial year, the company put in place a share option scheme for selected employees within the group to be able to acquire ordinary shares in The Management Recruitment Group Holdings Limited upon satisfying the vesting conditions as set out within the agreements. The initial share option scheme was set up in 2021, whereby a total number of 1,812 share options were granted, of which 1,732 are through an Enterprise Management Incentive scheme (EMI) and the remaining 141 are through an unapproved scheme. During the previous year, the company set up a further share option scheme, which is governed by the same rules as set out in the 2021 agreement, of which a further 3,943 share options were granted, of which 3,802 are through an Enterprise Management Incentive scheme (EMI) and the remaining 141 are through an unapproved scheme. No other share options were exercised, modified or vested during the period and there is no right to a cash alternative. At the balance sheet date, there are a total of 5,755 share options in issue which have yet to be vested, as under the terms of the agreement, all share options will vest upon an exit event and therefore as the company has no current plans of an exit, there is no reasonable estimate to account for the share options and hence a disclosure note only has been included. Accounting entries are not considered necessary as the Directors consider the strike price of the share options to be equal to their market price on issuance.

Page 30

THE MANAGEMENT RECRUITMENT GROUP HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.

Related party transactions

At the balance sheet date, the company owed an amount of £1,391,708 (2023 - £1,148,657) to The Management Recruitment Group Limited, a direct subsidiary to the company. During the year, the company received dividend income of £140,704 (2023 - £349,032) from The Management Recruitment Group Limited. During the year, the company received revenue of £135,000 (2023 - £106,000) from The Management Recruitment Group Limited.
At the balance sheet date, the company owed an amount of £81,398 (2023 - were owed £65,915) to Agensi Pekerjaan MRG People Asia Sdn. Bhd, a company in which the company is seen to control. During the year the company received £33,721 (2023 - £72,253) of dividend income from Agensi Pekerjaan MRG People Asia Sdn. Bhd.
At the balance sheet date, the company owed an amount of £111,274 (2023 - £nil) to MRG Polska Sp. z.o.o, a direct subsidiary to the company.

At the balance sheet date, the company owed an amount of £149,763 (2023 - £nil) to The Management Recruitment Group for Business Services, a direct subsidiary to the company..
The company has taken advantage of exceptions provided within paragraph 33.1A of FRS 102 and therefore have not disclosed transactions between group compnaies that are wholly owned subsidiaries.
During the year, key management personnel, being directors of the subsididary entities, were paid total remuneration of £771,986 (2023 - £818,753) through one of the subsidiary entities. During the year, the group contributed a total of £22,423 (2023 - £24,197) towards the key management personnel's defined contirbution pension scheme.
During the year, the company received a waiver of dividend amounting to £51,256. This waiver was granted with the intention of retaining the dividend within the company to support its ongoing expansion.

26.	Controlling party

The company is controlled by its director and there is no ultimate controlling party.

Page 31