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Registered number: 07102496 THE FISER GROUP LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
THE FISER GROUP LIMITED Company Information
Directors | Ms K S Duffy
| Mr C P Webster
| Ms E A Ayre
| Ms J M Smith (appointed 22 April 2024)
Registered number | 07102496
Registered office | 128 City Road
| London
| EC1V 2NX
Independent auditors | Sayers Butterworth LLP
| Chartered Accountants & Statutory Auditor
| 3rd Floor
| 12 Gough Square
| London
| EC4A 3DW
THE FISER GROUP LIMITED Contents
| Page
Group strategic report | 1 - 6
Directors' report | 7 - 8
Independent auditors' report | 9 - 12
Consolidated statement of comprehensive income | 13
Consolidated balance sheet | 14 - 15
Company balance sheet | 16 - 17
Consolidated statement of changes in equity | 18 - 19
Company statement of changes in equity | 20
Consolidated statement of cash flows | 21 - 22
Consolidated analysis of net debt | 23
Notes to the financial statements | 24 - 48
THE FISER GROUP LIMITED Group strategic report For the Year Ended 31 December 2024
Introduction
The directors present their strategic report for the year ended 31 December 2024.
Business review
The principal activity of the company during the year was that of recruitment and talent consulting services. The FISER Group Limited (“FISER”) is based in the United Kingdom with a head office in London and a regional office in Manchester. FISER operates under 3 trading brands, Bruin, IBAM Consulting and Ludgate Search. FISER also has staff located in the United States (New York), Canada (Toronto) and the United Arab Emirates (Dubai) who operate those markets as well as internationally. Certain staff in the United Kingdom also transact in the European markets, from our UK offices. FISER predominantly operates within the financial services sector and within the recruitment and consultancy disciplines of Accounting & Finance, Actuarial & Pricing, Broking & Underwriting, Change Management & Transformation, Data & Analytics, Distribution & Marketing, Governance, HR, Legal, Middle and Front Office Investments, Operations, Pensions & Employee Benefits, Real Estate and Technology. FISER’s client base comprises many of the leading and fast growth financial and professional institutions within the asset management, banking and insurance sectors as well as fintech, insurtech, private equity, private debt and other alternatives firms. FISER also holds a 51% investment in Soc3 Limited, trading as Socium, which is a specialist technology recruitment and project solutions business operating out of London in the United Kingdom, Manila in the Philippines, and Dubai in the United Arab Emirates, with a global client base covering the commerce & industry, TMT and financial sectors. Towards the end of the year FISER acquired a 51% in Detillens Limited, trading as Detillens, which is a specialist train and deploy consultancy business for early careers and emerging leaders talent in the financial services industry in the United Kingdom. Detillens’ model is to hire early careers consultants and deploy them to clients for up to two years, at which time many then join these clients as permanent employees. During the time when they are seconded to the clients, the consultants receive ongoing training from Detillens. FISER was not offering this consulting solution to its clients before this transaction, so the logic of the investment is to expand further the services we are able to offer clients within the group. The group provides a variety of talent solutions to its clients, including deliverables based consultancy, teams as a service, project based recruitment initiatives, bespoke talent management solutions, retained search assignments as well as contingent permanent and contracting recruitment services. Our strategy is to continue to grow each of these solutions in new geographical markets and industry sectors and also to continue to expand the range of technical disciplines we offer our clients. We have continued our strategy of diversification throughout 2024 and into 2025. Despite slower trading against a backdrop of quieter economic activity as a whole in many of the markets in which we operate, the Directors are pleased with the performance for the year overall, with consolidated turnover of £60.5m, up from £51.5m, and consolidated gross profit (net fee income) of £14.5m, down from £15.0m in 2023. Operating profit was £2.2m, compared with £2.4m in 2023. 2024 saw continued softness in most of FISER’s UK markets, particularly in financial services, but with declining job flow levelling out towards the end of the year. Socium saw improving market conditions as the year progressed, particularly in Asia and mainland Europe. The Board kept a close eye on operating costs throughout the year, keeping a balance between ensuring the group remained well positioned to benefit from market improvements whilst remaining profitable and cash generative. The result of these actions meant that our key profit indicators, gross profit and operating profit, were only down by 3.6% and 7.9% respectively on their 2023 comparators. Page 1
THE FISER GROUP LIMITED Group strategic report (continued) For the Year Ended 31 December 2024 Once again, the directors are immensely proud of the commitment and hard work of our employees throughout the year as they continued to adjust to difficult trading conditions whilst continuing to deliver an exceptional service to our clients and candidates. Maintaining the Group’s high performance and quality-of-service culture remains a top priority, with ongoing flexible working practices meaning everyone has to work harder than ever to sustain a collegiate and collaborative culture. The Group’s performance and values-based culture are a testament to the dedication and commitment of its staff.
Principal risks and uncertainties
Enduring key risks affecting the company include economic and political uncertainty and its implications on the employment market and loss of key personnel. This risk was particularly acute in 2023 and 2024 and has continued into 2025 with the significant changes to US foreign and trading policy in particular under the new US government. In addition to these, key risks in 2024 included the desire to retain staff in a market where cost of living remained a major issue for most at a time where clients were not hiring as much as in prior years. Our performance shows that we are well placed to weather any changes in the economic environment. We continue to mitigate the risk of personnel loss through continuous investment in staff development, performance based incentives and long term incentives for key staff. Liquidity and credit risk are also seen as significant to the company. We manage our cash flow using invoice discounting and mitigate our credit risk by having a diverse range of blue chip clients. As a result we have a very low level of bad debts and had none in 2024 (and only one in 2023). The uncertain economic sentiment we experienced in 2023 and 2024 has continued into 2025, although with more stability in the UK government compared to prior years we have seen a return to growth in our UK markets in 2025 so far. Clients, especially those in financial services, remain cautious on their hiring, but we have worked hard to diversify our client base and identify those businesses which are growing and are in need of our services. As a result of improving revenue in 2025, the directors have been able to invest selectively in new talent in markets we have identified as key for our future growth. In view of the above, the directors believe that the company has adequate resources and is well placed to manage its business risks successfully.
Financial key performance indicators
The key performance indicators of the company were as follows:
| 2024 | 2023 | Change
Consolidated turnover | 60,475 | 51,466 | 17.5%
Consolidated gross profit | 14,457 | 15,000 | (3.6)%
Consolidated operating profit | 2,210 | 2,399 | (7.9)%
Consolidated headcount | 114 | 119 | (4.2)%
Page 2
THE FISER GROUP LIMITED Group strategic report (continued) For the Year Ended 31 December 2024
Strategic management
As a recruitment and talent consulting business, FISER considers its key stakeholders to be its employees, contractors, consultants and clients. Decision making The main FISER Board meets a number of times each year. The larger operational director group meets regularly, on a mixture of a weekly basis and more in depth on a quarterly basis. The main Board is kept updated on operational and financial matters relating to the group through various sources which includes briefings by senior management of business units, performance reports together with analysis and feedback. The Board takes a view on strategic long term decisions based on research, financial and analytical modelling, seasoned experience in the sector, professional advice and through engagement with employees, contractors, consultants and clients. These decisions could include new sectors, acquisition opportunities and strategic partnerships. Stakeholder engagement Our vision is to be the best, working with the best. We take pride and passion in providing a highly skilled service to our clients and candidates. And we aim to recruit exceptional talent to work in or for our business, be they employees, contractors or consultants. We routinely ask our clients and candidates for feedback on our work, whether or not it has resulted in a successful outcome, and use this feedback to improve, enhance our training or reward as appropriate. We care deeply about the service we provide and our teams strive to continuously improve. We take particular pride in our ability to find talent for the hardest to fill roles and/or for positions which have remained unfilled for some time. Our values include our expertise, our passion, our integrity and our honesty and over our 10 year history we have worked hard to ensure that our brands are synonymous with these values. We know that to achieve our strategic aims, our talent base is critical to success. We therefore place particular importance on employee engagement and every member of the Board makes every effort to take a personal interest in every member of the FISER community as we know this translates to an engaged client and candidate base and resultant commercial success. Examples of our employee engagement strategies include: ∙The regular meeting of a wellbeing committee made up of representatives from all areas of the business and chaired by a Board director, to consider all areas of employee wellbeing and satisfaction, which ideas and feedback actioned and implemented swiftly. We encourage all new starters to join a workstream upon commencing employment. The workstreams include: Ethnicity, Neurodiversity, LGBTQ+, Social Mobility, Gender, Sustainability, Charity and Volunteering, Wellbeing, AI Trailblazers and Active Bruin. ∙The regular meeting of our ESG, LGBTQ+ and DE&I committees, each of which are also made up of representatives from all areas of the business and are chaired by a Board director and which meet to come up with practical ways in which we can engage with all colleagues on a wide range of environmental and social issues. The appointment and professional training of mental health first aiders to be an independent and discreet port of call for any member of our team suffering from mental ill health. We also partner with Mental Health First Aiders to provide external training to our clients on Mental Health Wellbeing. ∙An external and confidential employee voice service, available to all members of staff, run by independent HR professionals. Page 3
THE FISER GROUP LIMITED Group strategic report (continued) For the Year Ended 31 December 2024 ∙Regular employee surveys to track levels of engagement and wellbeing. The output of these surveys is reviewed and used to form part of the FISER’s people strategy. ∙Significant levels of investment in training and development, including internal company wide learning events, optional lunch & learn sessions, courses run by external training providers and mentoring opportunities including our membership of the Mission Include programme. ∙A generous benefits package which includes market leading salaries and bonus schemes, cutting edge flexible working practices, paid and unpaid sabbaticals, private medical insurance, pension contributions and others. We aim to differentiate ourselves in a highly competitive talent market and to attract and retain high performance employees. In addition, the Board recognises that engagement with our contractors and clients is vitally important. Our consultants regularly meet with contractors and clients to fully understand their dynamic requirements and to provide expert advice for them to make fully informed talent decisions. We hold regular events for contractors and clients, usually in the form of breakfast seminars focused on technical, employment or diversity topics. In its relationship with suppliers, FISER seeks to maintain a reputation for fairness and high standards through striving for contracts that provide mutual benefit and ensuring that suppliers are paid on agreed terms. Diversity, Equity and Inclusion As a business we are vocal champions for diversity and are proud of the reputation we have built in this area. We have been recognised by a number of industry awards for our successes and knowledge; including the Deloitte award for Diversity and Inclusion at the Talent International Annual Recruitment Awards (twice), ‘Recruiter of the Year’ at the Women in Finance Awards for our “exceptional contribution to the financial services sector” and ‘Diversity Champion of the Year’ (highly commended status) at the REC Awards. Diversity is, and always has been, integral to our business and is the benchmark for every aspect of the way we work with our clients and candidates, as well as support our people. As a consequence of our substantial reputation in this area, we are regularly approached for commentary in the national press on issues surrounding diversity and talent management, including the Telegraph, City AM, the Evening Standard and the FT. Our focus on inclusive recruitment provides our clients a unique platform to apply best practice in diverse talent pipelining, and access hard to find talent in financial services. We have also been involved in providing guidelines for both clients and industry bodies on mental health, social mobility, gender diversity and LGBTQ+ recruitment. Examples include writing The Diversity Project’s guidelines for diverse hiring, assisting the REC (Recruitment & Employment Confederation) in putting together a response to the government’s proposals for Ethnicity Pay Gap Reporting and partnering with InterInvest to design a framework for active allyship training to support LGBT+ employees. We are a founding partner of InterInvest and the sole Recruitment Agency to partner with them. In the age of ever evolving technology and AI, we ensure that we are continuing to improve our resources to support Diverse Hiring and DE&I. An example of this is for certain projects such as early careers work, we utilise a bespoke anonymous hiring recruitment platform that provides world-leading behavioural science to remove bias and improve predictive validity in hiring. This is a unique service that requires no CVs to be presented, as candidates are required to answer set questions as their application, allowing for a complete blind hiring process until interview stage. Anonymised applications and predictive, skill-based assessments, enables our process to identify the very best talent that might have been missed due to unconscious bias. Page 4
THE FISER GROUP LIMITED Group strategic report (continued) For the Year Ended 31 December 2024 We also encourage all consultants and also clients to use our bespoke gender bias decoder tool which analyses documentation such as job specifications and job adverts to identify if they are using masculine or feminine coded language. This tool was inspired by a research paper written by Danielle Gaucher, Justin Friesen, and Aaron C. Kay back in 2011. All these tools enable us to support our clients in meeting their internal and external diversity objectives, including strategic talent pipelining, meeting reporting obligations and best practice for inclusion frameworks. Diversity is not just about sourcing and recruitment, it is also a question of retention, talent pipelining and succession planning. With this in mind we have developed and run a series of bespoke training seminars specifically designed to assist financial institutions to overcome barriers to gender balance in talent management, and design for diversity. All our consultants are trained in unconscious bias, diverse sourcing approaches and inclusive talent management processes. We encourage our clients to consider the use of blind CVs in building a more diverse workforce and can assist in best practice implementation. We regularly provide detailed reports for roles we work by highlighting diversity ratios between CVs submitted, interviews and placements. We have also partnered with external organisations including Moving Ahead, Diversity Project, UpRreach, InterInvest, Migrant Leaders, Black Women in Asset Management, Women in Banking and Finance, ican: The Insurance Cultural Awareness Network, myGWork and Mission Include to further promote diversity in our client base. Within our own business, we obviously recognise the importance of having a diverse workforce. We promote fairness and equality through a number of policies, which include a flexible working policy and parental leave policies with equal maternity, paternity and adoption leave. We are proud to have achieved Disability Confident Employer status and have committed to a number of industry initiatives such as the Race at Work Charter and The Social Mobility Pledge. We have also invested in industry advocacy programmes such as 10,000 Black Interns and Programme One to ensure that our own talent pipeline and recruitment processes are diverse and inclusive. We have hosted interns throughout the year for six-week internships, giving them the opportunity to gain a deeper understanding of the financial services industry. These internships also help participants enhance their CVs and build valuable experience. Programme One is specifically designed for recruitment businesses to address and remove barriers that inhibit the engagement of black talent in the recruitment sector. This includes mentorship programmes, and we encourage all staff members to either volunteer as mentors or sign up to receive mentorship themselves. Currently, we have employees participating in the programme as both mentors and mentees. Sustainability As climate change continues to be a global concern, The FISER Group remains committed to embedding sustainability into our operations. In 2024, we made significant progress in formalising our ESG roadmap, improving transparency, and measuring our environmental impact. Our sustainability progress in 2024: ∙We produced a detailed Sustainability Report outlining our environmental impact, including our total carbon footprint of 914 tCO2e, calculated using Ecologi Zero software. ∙We completed the Heart of the City Climate Action for SMEs training, which helped us measure our carbon footprint and develop a Net Zero Action Plan. ∙We improved our EcoVadis sustainability score, earning a Bronze Medal, placing us in the top 35% of companies assessed globally in the past 12 months. ∙Our office continues to be powered by 100% renewable energy, with smart occupancy sensor lighting and LED bulbs to reduce energy waste. ∙We continue to operate through WeWork and our office building holds a BREEAM 'Very Good' rating for sustainability. Page 5
THE FISER GROUP LIMITED Group strategic report (continued) For the Year Ended 31 December 2024 ∙We maintain extensive recycling facilities, supporting our zero waste to landfill mission. This includes recycling of food, paper, glass, aluminium, batteries, and clothing. ∙We provide reusable aluminium water cups, ceramic mugs, and metal cutlery to reduce single-use plastics. ∙Water-saving measures include dual flush toilets, adjustable flow taps, and an eco boiler in the kitchen. ∙As part of our ongoing sustainability journey, we are currently inquiring about the Science Based Targets initiative (SBTi) for SME businesses, to explore how we can align our environmental goals with globally recognized climate targets. ∙Our green travel policy includes: - An electric vehicle scheme - A cycle-to-work scheme with bike storage and showers - A season ticket loan to encourage public transport - A preference for virtual meetings to reduce travel emissions Our sustainability objectives for 2025: ∙To continue meetings of our internal sustainability workstream to drive initiatives and monitor progress. ∙To ensure our policies are regularly reviewed and updated and align with any external environment advice and regulation. ∙To improve engagement with our volunteering programme, which includes two paid days annually and a list of recommended sustainable charities. Engagement with the wider community At FISER, we are proud of our engagement with various social enterprise initiatives. We have committed to several initiatives such as the Race at Work Charter, The Social Mobility Pledge, the Women in Finance Charter, and the Bank of England Out and Proud Charter. Many of our employees are also pivotal members of external diversity and inclusion organisations, volunteering time, expertise and providing mentoring. For example, four of our employees participated in the Mission Include mentoring scheme during the course of the year. We also arrange for members of the business to visit schools, where they provide mentorship and CV workshops, helping students build confidence and prepare for future career opportunities. Most recently, Detillens hosted a sports day for their local school, fostering community engagement and promoting wellbeing through fun and inclusive activities. These efforts reflect our commitment to social impact and creating meaningful connections beyond the workplace. We actively encourage our staff to contribute to society and everyone is entitled to two fully paid “charity” days each year to contribute their time to good causes with which they have an interest. In addition, there are regular fundraising events held throughout the year in which a wide range of employees participate. This report was approved by the board on 15 October 2025 and signed on its behalf.
Mr C P Webster Director
Page 6
THE FISER GROUP LIMITED Directors' report For the Year Ended 31 December 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies 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 directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation and minority interests, amounted to £1,070,654 (2023 - £1,094,585). During the year the group paid total dividends amounting to £810,917 (2023: £2,392,660).
Directors
The directors who served during the year were:
Ms K S Duffy
Mr C P Webster
Ms E A Ayre
Ms J M Smith (appointed 22 April 2024)
Future developments
The directors will continue to invest strategically in financial services markets which are resilient and growing, including new geographical markets in Europe as the Company’s clients continue to invest in their own European operations. Page 7
THE FISER GROUP LIMITED Directors' report (continued) For the Year Ended 31 December 2024
Matters covered in the Group strategic report
Disclosures of strategic importance that would usually be contained in the Directors' report are presented in the Strategic report.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director 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 auditors are aware of that information.
Auditors
The auditors, Sayers Butterworth LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 15 October 2025 and signed on its behalf.
Mr C P Webster Director
Page 8
THE FISER GROUP LIMITED Independent auditors' report to the members of The Fiser Group Limited
Opinion
We have audited the financial statements of The Fiser Group 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 , the Consolidated balance sheet, the Company balance sheet, 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 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 directors with respect to going concern are described in the relevant sections of this report. Page 9
THE FISER GROUP LIMITED Independent auditors' report to the members of The Fiser Group Limited (continued)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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 Directors' 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 Directors' 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 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. Page 10
THE FISER GROUP LIMITED Independent auditors' report to the members of The Fiser Group Limited (continued)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 7, 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 the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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: Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcome of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the Group. The following laws and regulations were identified as being of significance to the Group: Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, GDPR, Employment, Tax and Pension legislation, and distributable profits legislations. It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the Group complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the Group's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). Page 11
THE FISER GROUP LIMITED Independent auditors' report to the members of The Fiser Group Limited (continued) 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 Auditors' report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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. Hannah Clegg FCA (Senior statutory auditor) for and on behalf of Sayers Butterworth LLP Chartered Accountants & Statutory Auditor 3rd Floor 12 Gough Square London EC4A 3DW 15 October 2025 Page 12
THE FISER GROUP LIMITED Consolidated statement of comprehensive income For the Year Ended 31 December 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 60,474,881 | 51,466,374
Cost of sales |  | (46,018,206) | (36,466,578)
Gross profit |  | 14,456,675 | 14,999,796
Administrative expenses |  | (12,247,000) | (12,600,627)
Operating profit |  | 2,209,675 | 2,399,169
Profit on disposal of investments |  | 5,993 | -
Interest receivable and similar income |  | 2,836 | 45
Interest payable and similar expenses | 8 | (236,809) | (220,047)
Profit before taxation |  | 1,981,695 | 2,179,167
Tax on profit | 9 | (457,063) | (777,321)
Profit for the financial year |  | £1,524,632 | £1,401,846
Profit for the year attributable to: |  |  |
Non-controlling interests |  | 453,978 | 307,261
Owners of the parent Company |  | 1,070,654 | 1,094,585
|  | £1,524,632 | £1,401,846
There was no other comprehensive income for 2024 (2023: £NIL).
The notes on pages 24 to 48 form part of these financial statements.
Page 13
THE FISER GROUP LIMITED Registered number: 07102496 Consolidated balance sheet As at 31 December 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 1,038,376 |  | 101,028
Tangible assets | 13 |  | 145,608 |  | 42,060
|  |  | 1,183,984 |  | 143,088
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 15 | 38,111 |  | 113,745 |
Debtors: amounts falling due within one year | 15 | 9,476,200 |  | 9,364,808 |
Cash at bank and in hand |  | 493,779 |  | 240,106 |
|  | 10,008,090 |  | 9,718,659 |
Creditors: amounts falling due within one year | 16 | (9,067,400) |  | (7,740,467) |
Net current assets |  |  | 940,690 |  | 1,978,192
Total assets less current liabilities |  |  | 2,124,674 |  | 2,121,280
Creditors: amounts falling due after more than one year | 17 |  | (240,997) |  | -
Provisions for liabilities |  |  |  |  |
Deferred taxation | 19 | (18,385) |  | - |
|  |  | (18,385) |  | -
Net assets |  |  | £1,865,292 |  | £2,121,280
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 443 |  | 568
Share premium account | 21 |  | 403,932 |  | 113,276
Capital redemption reserve | 21 |  | 494 |  | 318
Profit and loss account | 21 |  | 991,919 |  | 1,852,005
Equity attributable to owners of the parent Company |  |  | 1,396,788 |  | 1,966,167
Non-controlling interests |  |  | 468,504 |  | 155,113
|  |  | £1,865,292 |  | £2,121,280
Page 14
THE FISER GROUP LIMITED Registered number: 07102496 Consolidated balance sheet (continued) As at 31 December 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 October 2025.
Mr C P Webster
Director
The notes on pages 24 to 48 form part of these financial statements. Page 15
THE FISER GROUP LIMITED Registered number: 07102496 Company balance sheet As at 31 December 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 12,767 |  | 28,768
Investments | 14 |  | 1,989,872 |  | 730,331
|  |  | 2,002,639 |  | 759,099
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 15 | - |  | 77,486 |
Debtors: amounts falling due within one year | 15 | 7,775,523 |  | 7,750,519 |
Cash at bank and in hand |  | 22,582 |  | 74,007 |
|  | 7,798,105 |  | 7,902,012 |
Creditors: amounts falling due within one year | 16 | (7,752,535) |  | (5,863,141) |
Net current assets |  |  | 45,570 |  | 2,038,871
Total assets less current liabilities |  |  | 2,048,209 |  | 2,797,970
Creditors: amounts falling due after more than one year | 17 |  | (210,000) |  | -
Net assets |  |  | £1,838,209 |  | £2,797,970
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 443 |  | 568
Share premium account | 21 |  | 403,932 |  | 113,276
Capital redemption reserve | 21 |  | 494 |  | 318
Profit and loss account | 21 |  | 1,433,340 |  | 2,683,808
|  |  | £1,838,209 |  | £2,797,970
Page 16
THE FISER GROUP LIMITED Registered number: 07102496 Company balance sheet (continued) As at 31 December 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 October 2025.
Mr C P Webster
Director
The notes on pages 24 to 48 form part of these financial statements. Page 17

|  | THE FISER GROUP LIMITED |
Consolidated statement of changes in equity For the Year Ended 31 December 2024
|  | Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
|  | £ | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 568 | 113,276 | 318 | 1,852,005 | 1,966,167 | 155,113 | 2,121,280
| Comprehensive income for the year |  |  |  |  |  |  |
| Profit for the year | - | - | - | 1,070,654 | 1,070,654 | 453,978 | 1,524,632
| Total comprehensive income for the year | - | - | - | 1,070,654 | 1,070,654 | 453,978 | 1,524,632
| Dividends: Equity capital | - | - | - | (492,240) | (492,240) | - | (492,240)
| Purchase of own shares | - | - | 176 | (1,438,500) | (1,438,324) | - | (1,438,324)
| Shares issued | 51 | 290,656 | - | - | 290,707 | - | 290,707
| Shares cancelled during the year | (176) | - | - | - | (176) | - | (176)
| Dividends paid to non-controlling interests | - | - | - | - | - | (318,677) | (318,677)
| Non-controlling interest on acquisition of subsidiaries | - | - | - | - | - | 178,090 | 178,090
| Total transactions with owners | (125) | 290,656 | 176 | (1,930,740) | (1,640,033) | (140,587) | (1,780,620)
| At 31 December 2024 | £443 | £403,932 | £494 | £991,919 | £1,396,788 | £468,504 | £1,865,292
| The notes on pages 24 to 48 form part of these financial statements.
Page 18

|  | THE FISER GROUP LIMITED |
Consolidated statement of changes in equity For the Year Ended 31 December 2023
|  | Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Equity attributable to owners of Parent Company | Non-controlling interests | Total equity
|  | £ | £ | £ | £ | £ | £ | £
| At 1 January 2023 | 568 | 113,276 | 318 | 2,757,928 | 2,872,090 | 240,004 | 3,112,094
| Comprehensive income for the year |  |  |  |  |  |  |
| Profit for the year | - | - | - | 1,094,585 | 1,094,585 | 307,261 | 1,401,846
| Total comprehensive income for the year | - | - | - | 1,094,585 | 1,094,585 | 307,261 | 1,401,846
| Dividends: Equity capital | - | - | - | (2,000,508) | (2,000,508) | - | (2,000,508)
| Dividends paid to non-controlling interests | - | - | - | - | - | (392,152) | (392,152)
| Total transactions with owners | - | - | - | (2,000,508) | (2,000,508) | (392,152) | (2,392,660)
| At 31 December 2023 | £568 | £113,276 | £318 | £1,852,005 | £1,966,167 | £155,113 | £2,121,280
| The notes on pages 24 to 48 form part of these financial statements.
Page 19

THE FISER GROUP LIMITED Company statement of changes in equity For the Year Ended 31 December 2024
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 568 | 113,276 | 318 | 2,683,808 | 2,797,970
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 680,272 | 680,272
Total comprehensive income for the year | - | - | - | 680,272 | 680,272
Dividends: Equity capital | - | - | - | (492,240) | (492,240)
Purchase of own shares | - | - | 176 | (1,438,500) | (1,438,324)
Shares issued during the year | 51 | 290,656 | - | - | 290,707
Shares cancelled during the year | (176) | - | - | - | (176)
Total transactions with owners | (125) | 290,656 | 176 | (1,930,740) | (1,640,033)
At 31 December 2024 | £443 | £403,932 | £494 | £1,433,340 | £1,838,209
| The notes on pages 24 to 48 form part of these financial statements.
Company statement of changes in equity For the Year Ended 31 December 2023
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2023 | 568 | 113,276 | 318 | 2,992,527 | 3,106,689
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 1,691,789 | 1,691,789
Total comprehensive income for the year | - | - | - | 1,691,789 | 1,691,789
Dividends: Equity capital | - | - | - | (2,000,508) | (2,000,508)
Total transactions with owners | - | - | - | (2,000,508) | (2,000,508)
At 31 December 2023 | £568 | £113,276 | £318 | £2,683,808 | £2,797,970
| The notes on pages 24 to 48 form part of these financial statements.
Page 20
THE FISER GROUP 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 | 1,524,632 | 1,401,846
Adjustments for: |  |
Amortisation of intangible assets | 136,833 | 134,702
Depreciation of tangible assets | 33,197 | 39,612
Profit on disposal of investments | (5,993) | -
Interest paid | 236,809 | 220,047
Interest received | (2,836) | (45)
Taxation charge | 457,063 | 777,321
Decrease in debtors | 158,333 | 486,075
Increase/(decrease) in creditors | 57,154 | (1,656,107)
Corporation tax (paid) | (492,948) | (844,178)
Foreign exchange | - | 2,592
Net cash generated from operating activities | 2,102,244 | 561,865
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (24,691) | (15,992)
Purchase of investments | (538,524) | -
Sale of fixed asset investments | 5,993 | -
Interest received | 2,836 | 45
Net cash from investing activities | (554,386) | (15,947)
Cash flows from financing activities |  |
Issue of ordinary shares | 290,707 | -
Purchase of ordinary shares | (1,438,500) | -
Repayment of loans | - | (1,014,827)
Movements on invoice discounting | 901,334 | 2,410,709
Dividends paid | (492,240) | (2,000,508)
Interest paid | (236,809) | (220,047)
Dividends paid to non-controlling interests | (318,677) | (392,152)
Net cash used in financing activities | (1,294,185) | (1,216,825)
Net increase/(decrease) in cash and cash equivalents | 253,673 | (670,907)
Cash and cash equivalents at beginning of year | 240,106 | 911,013
Cash and cash equivalents at the end of year | £493,779 | £240,106
Cash and cash equivalents at the end of year comprise: |  |
Page 21
THE FISER GROUP LIMITED Consolidated statement of cash flows (continued) For the Year Ended 31 December 2024
|  | 2024 | 2023
|  | £ | £
Cash at bank and in hand | 493,779 | 240,106
| £493,779 | £240,106
The notes on pages 24 to 48 form part of these financial statements.
Page 22
THE FISER GROUP LIMITED Consolidated Analysis of Net Debt For the Year Ended 31 December 2024
| At 1 January 2024 | Cash flows | Acquisition and disposal of subsidiaries | At 31 December 2024
| £ | £ | £ | £
Cash at bank and in hand | 240,106 | 1,212,197 | (958,524) | 493,779
Bank overdrafts | (2,410,709) | (901,334) | - | (3,312,043)
| - | - | - | -
Finance leases | - | - | (35,205) | (35,205)
| £(2,170,603) | £310,863 | £(993,729) | £(2,853,469)
The notes on pages 24 to 48 form part of these financial statements.
Page 23
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
1. | General information
The Fiser Group Limited is a private limited company, incorporated in the United Kingdom and registered in England and Wales. The company's registered office is 128 City Road, London, EC1V 2NX. The principal activity of the company and the group is that of recruitment and talent consulting services. 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 management to exercise judgement in applying the Company accounting policies. Advantage has been taken of the reduced disclosure exemption available in FRS 102 to not present the Cash flow statement for the parent company. 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. SOC3 Limited and Detillens Limited have claimed exemption from audit under the provisions of section 479A of the Companies Act 2006. The Fiser Group Limited has provided a guarantee over the liabilities of SOC3 Limited and Detillens Limited under section 479C of the Act. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's 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.
| 2.3 | Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The cost of a business combination is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group in exchange for control and the costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in the business combination are measured initially at their fair values at the acquisition date. Page 24
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue, which excludes value added tax, comprises the fair value of the consideration received or receivable for services undertaken in the provision of recruitment consultancy services. This broadly consists of: • revenue from temporary placements, representing fees received and receivable for the services of temporary staff including the salary cost of these staff, being recognised when the service has been provided. • revenue from permanent placements, representing fees received and receivable as a percentage of the candidate's remuneration package, being recognised when a candidate accepts an offer of employment. In the supply of temporary staff the company operates as a principal and not in an agency capacity. As such, it bears all the risks and rewards of the income derived from placements, and accordingly includes in turnover both commission and salary costs of staff supplied. Revenue from permanent placements not invoiced at the year end is included within accrued income. An adjustment or back out provision, based on past experience is made against accrued income on account of possible cancellations of placements before the commencement of employment. Revenue from temporary placements not invoiced at the year end is included within accrued income where the company has received the contractor's approved timesheets prior to the processing of the payroll for that week.
| 2.5 | 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.
| 2.6 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.7 | 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 25
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.7 | 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:
|  |  |  | Leasehold property | - | Over 10 years
|  |  |  | Motor vehicles | - | 20% straight line
|  |  |  | Fixtures & fittings | - | 25% to 50% straight line, and over the life of the lease
|  |  |  | Office equipment | - | 33% straight line
|  |  |  | Computer equipment | - | 25% straight line
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.
| 2.8 | 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.
| 2.9 | 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. 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.
| 2.10 | 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.
| 2.11 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with 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. Page 26
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Page 27
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 28
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.12 | 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.
| 2.13 | Operating leases
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.
| 2.14 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.15 | 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.
| 2.16 | 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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds. Page 29
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.17 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. 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 balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.19 | 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 30
THE FISER GROUP 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
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical accounting estimates and assumptions The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. (i) Recoverability of debtors Determine whether there are any circumstances regarding a customer's inability to meet its financial obligation and whether a provision is required against the debt. Factors taken into consideration in reaching such a decision are potential prevailing economic conditions in the industry and their potential impact on customers. (ii) Impairment of investments in subsidiary companies and other fixed asset investments Determine whether there are any indicators of impairment of the investments in subsidiary companies and other fixed asset investments. Factors taken into consideration in reaching such a decision include the expected future financial performance of the subsidiaries and other fixed asset investments.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Permanent placement fees | 8,535,242 | 20,813,557
| Temporary placement fees | 51,939,639 | 30,652,817
|  | £60,474,881 | £51,466,374
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 53,822,834 | 50,784,584
| Rest of Europe | 3,023,558 | 172,344
| Rest of the world | 3,628,489 | 509,446
|  | £60,474,881 | £51,466,374
Page 31
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
5. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 31,500 | 27,000
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Wages and salaries | 8,117,214 | 8,480,793 | 5,956,311 | 6,488,166
| Social security costs | 961,089 | 1,019,886 | 742,742 | 804,370
| Cost of defined contribution scheme | 175,607 | 158,358 | 145,968 | 134,455
|  | £9,253,910 | £9,659,037 | £6,845,021 | £7,426,991
| Key management personnel includes all directors across the group and those who have authority and responsibility for planning, directing and controlling the activities of the group. Total compensation paid to key management personnel for services provided to the group was £1,608,918 (2023: £1,354,275).
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2024 | 2023 | 2024 | 2023
|  |  | No. | No. | No. | No.
|  | Fee earners and research staff | 93 | 98 | 64 | 76
|  | Admin and management staff | 21 | 21 | 14 | 17
|  |  | 114 | 119 | 78 | 93
Page 32
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
7. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 492,376 | 397,408
| Group contributions to defined contribution pension schemes | 46,178 | 31,313
|  | £538,554 | £428,721
| During the year retirement benefits were accruing to 4 directors (2023 - 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £156,235 (2023 - £141,150).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £15,425 (2023 - £12,188).
8. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Interest payable | 236,809 | 220,047
|  | £236,809 | £220,047
9. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | £457,063 | £777,321
Page 33
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 9.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | £1,981,695 | £2,179,167
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%) | 495,424 | 544,792
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 34,208 | 33,676
| Expenses not deductible for tax purposes | 80,302 | 28,369
| Capital allowances for year in excess of depreciation | 2,338 | 6,685
| Other timing differences leading to an increase (decrease) in taxation | (95,863) | 101,786
| Changes in provisions leading to an increase in the tax charge | (412) | 10,122
| Differences in rate of tax - subsidiaries | (82,644) | -
| Unrelieved tax losses carried forward | 23,710 | 92,871
| Marginal relief | - | (40,980)
| Total tax charge for the year | £457,063 | £777,321
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
10. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Dividends paid | 492,240 | 2,000,508
|  | £492,240 | £2,000,508
| The Company has not paid any dividends post year end.
Page 34
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
11. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| At 1 January 2024 | 742,781
| Additions | 1,074,182
| At 31 December 2024 | 1,816,963
| Amortisation |
| At 1 January 2024 | 641,754
| Charge for the year on owned assets | 136,833
| At 31 December 2024 | 778,587
| Net book value |
| At 31 December 2024 | £1,038,376
| At 31 December 2023 | £101,027
| On 29 October 2024 the Company purchased 51% of the share capital of Detillens Limited. Please see note 12. The individual intangible assets which are material to the financial statements are goodwill on the acquisitions of Soc3 Limited and Detillens Limited. Both assets are being amortised over a 10 year useful life commencing from the date of acquisition.
Page 35
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
12. | Business combinations
On 29 October 2024 the Company acquired 51% of the share capital in Detillens Limited for a total purchase price of £1,259,540.
| Acquisition of Detillens Limited
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value
|  |  |  |  | £ | £
| Fixed Assets |  |
| Tangible | 112,054 | 112,054
|  | 112,054 | 112,054
| Current Assets |  |
| Debtors | 194,090 | 194,090
| Cash at bank and in hand | 301,016 | 301,016
| Total Assets | 607,160 | 607,160
| Creditors |  |
| Due within one year | (225,327) | (225,327)
| Deferred taxation | (18,385) | (18,385)
| Total Identifiable net assets | £363,448 | £363,448
| Non-controlling interests | (178,090)
| Goodwill | 1,074,182
| Total purchase consideration | £1,259,540
| Consideration
|  |  |  |  | £
| Cash | 812,075
| Deferred consideration | 420,000
| Directly attributable costs | 27,465
| Total purchase consideration | £1,259,540
Page 36
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 12.Business combinations (continued)
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 812,075
| Directly attributable costs | 27,465
|  | 839,540
| Less: Cash and cash equivalents acquired | (301,016)
| Net cash outflow on acquisition | £538,524
| The goodwill arising on acquisition is attributable to the skills, knowledge and customer relationships within the business.
| The results of Detillens Limited since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 267,365
| Profit for the period since acquisition | £68,603
Page 37

|  | THE FISER GROUP LIMITED |
Notes to the financial statements For the Year Ended 31 December 2024
| 13. | Tangible fixed assets
|  | Group
|  | S/Term Leasehold Property | Motor vehicles | Fixtures & fittings | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 January 2024 | - | - | 315,989 | 4,358 | 38,910 | 359,257
| Additions | - | - | 3,051 | 5,436 | 16,204 | 24,691
| Acquisition of subsidiary | 46,879 | 46,520 | 4,456 | 5,489 | 8,710 | 112,054
| At 31 December 2024 | 46,879 | 46,520 | 323,496 | 15,283 | 63,824 | 496,002
| Depreciation |  |  |  |  |  |
| At 1 January 2024 | - | - | 287,221 | 1,695 | 28,281 | 317,197
| Charge for the year on owned assets | 1,056 | 3,336 | 19,520 | 2,289 | 6,996 | 33,197
| At 31 December 2024 | 1,056 | 3,336 | 306,741 | 3,984 | 35,277 | 350,394
| Net book value |  |  |  |  |  |
| At 31 December 2024 | £45,823 | £43,184 | £16,755 | £11,299 | £28,547 | £145,608
| At 31 December 2023 | £- | £- | £28,768 | £2,663 | £10,629 | £42,060
Page 38

|  | THE FISER GROUP LIMITED |
Notes to the financial statements For the Year Ended 31 December 2024
13.Tangible fixed assets (continued)
| The total net book value of assets under hire purchase leases at the year-end is £43,184.
Page 39

THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 13.Tangible fixed assets (continued)
| Company
|  | Fixtures & fittings
|  | £
| Cost or valuation |
| At 1 January 2024 | 315,988
| Additions | 3,051
| At 31 December 2024 | 319,039
| Depreciation |
| At 1 January 2024 | 287,221
| Charge for the year on owned assets | 19,051
| At 31 December 2024 | 306,272
| Net book value |
| At 31 December 2024 | £12,767
| At 31 December 2023 | £28,767
Page 40
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
14. | Fixed asset investment
| Company
|  | Investments in subsidiary company
|  | £
| Cost or valuation |
| At 1 January 2024 | 799,601
| Additions | 1,292,545
| Disposals | (33,005)
| At 31 December 2024 | 2,059,141
| Impairment |
| At 1 January 2024 | 69,270
| At 31 December 2024 | 69,270
| Net book value |
| At 31 December 2024 | £1,989,871
| At 31 December 2023 | £730,331
| On 28 October 2024 the Company acquired 100% of the share capital of a subsidiary for total cost £33,005, which was subsequently sold back to the initial owner for total of £39,000 on 21 November 2024. The profit of £5,995 is included within the Company's profit and loss account.
Page 41
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
| Direct subsidiary undertakings
| The following were direct subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Soc3 Limited | WeWork, 1 Poultry, London, EC2R 8EJ | Ordinary | 51%
| FISER Germany GmbH | Brüsseler Straße 1-3, 60327 Frankfurt am Main | Ordinary | 100%
| Detillens Limited | WeWork, 1 Poultry, London, EC2R 8EJ | Ordinary | 51%
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Soc3 Limited | 313,740 | 537,637
| FISER Germany GmbH | (445,071) | (89,858)
| Detillens Limited | 518,412 | 154,963
| Post year end the Company incorporated Aquila Talent Solutions Limited, a company registered in England and Wales.
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Socium Dubai | 515000, Media City, Sharjah, United Arab Emirates | Ordinary | 51%
| Socium Staffing Solutions Inc. | Four, Neo 4th Avenue Fort, Bonifiacio, Bonifacio Global City, Taguig City, Philippines | Ordinary | 51%
| Socium Staffing BV | Cruquiuskade 251, 1018AM, Amsterdam | Ordinary | 51%
Page 42
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 Indirect subsidiary undertakings (continued)
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Socium Dubai | 24,587 | 192,807
| Socium Staffing Solutions Inc. | 181,854 | 137,769
| Socium Staffing BV | (7,856) | (4,981)
| The principal activities of all subsidiaries in the year were that of recruitment and talent consulting services.
Page 43
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
15. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Other debtors | 38,111 | 113,745 | - | 77,486
|  | £38,111 | £113,745 | £- | £77,486
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 6,118,523 | 7,488,996 | 4,670,522 | 5,431,071
| Amounts owed by group undertakings | - | - | 827,672 | 707,597
| Other debtors | 190,275 | 218,476 | 97,642 | 147,376
| Prepayments and accrued income | 3,167,402 | 1,657,336 | 2,179,687 | 1,464,475
|  | £9,476,200 | £9,364,808 | £7,775,523 | £7,750,519
16. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Bank overdrafts | 3,312,043 | 2,410,709 | 2,905,258 | 1,652,134
| Trade creditors | 288,559 | 1,418,254 | 153,699 | 806,686
| Amounts owed to group undertakings | - | - | 268,320 | -
| Corporation tax | 395,767 | 431,652 | 86,825 | 307,605
| Other taxation and social security | 2,262,809 | 1,934,016 | 2,017,613 | 1,636,755
| Obligations under finance lease and hire purchase contracts | 4,208 | - | - | -
| Other creditors | 1,123,711 | 657,149 | 1,054,566 | 638,439
| Accruals and deferred income | 1,433,228 | 888,687 | 1,019,179 | 821,522
| Deferred consideration | 247,075 | - | 247,075 | -
|  | £9,067,400 | £7,740,467 | £7,752,535 | £5,863,141
| On 31 May 2023 the Company entered into a fixed and floating charge against the amounts included within bank overdrafts. The charge covers all property or undertaking of the Company.
Page 44
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
17. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Net obligations under finance leases and hire purchase contracts | 30,997 | - | - | -
| Deferred consideration | 210,000 | - | 210,000 | -
|  | £240,997 | £- | £210,000 | £-
18. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Within one year | 4,208 | -
| Between 1-5 years | 30,997 | -
|  | £35,205 | £-
19. | Deferred taxation
| Group
|  | 2024
|  | £
| Arising on business combinations | (18,385)
| At end of year | £(18,385)
Page 45
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 19.Deferred taxation (continued)
| Company
|  | 2024
| At end of year | £-
| The deferred taxation balance is made up as follows:
|  | Group
|  | 2024
|  | £
| Accelerated capital allowances | (18,385)
|  | £(18,385)
20. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 37,415 (2023 - 53,111) Ordinary shares of £0.01 each | 374 | 531
|  | 1,790 (2023 - 3,652) Ordinary (A) shares of £0.01 each | 18 | 37
|  | 5,069 (2023 - nil ) Ordinary (B) shares of £0.01 each | 51 | -
|  |  | £443 | £568
Page 46
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024 20.Share capital (continued)
| On 28 May 2024 the Company purchased 17,558 of its own shares at nominal value £0.01 per share for a total price of £1,438,500. This purchase included 16,035 of Ordinary shares and 1,523 of Ordinary (A) shares. On 12 August 2024 the Company issued 5,069 Ordinary (B) shares at nominal value £0.01 per share for a total price of £57.35. The Ordinary shares have attached to them full voting, dividend and capital distribution rights. The Ordinary (A) and (B) shares have attached to them full voting rights, but restricted dividend and capital distribution rights. All classes of shares do not confer any rights of redemption. At 31 December 2024 the Company had issued options of 41,362 (2023: 83,606) Ordinary (C) shares which can be exercised should the Company meet its achieved operating profit in the event of an exit. The weighted average exercise price of these shares at 31 December 2024 was £21.24 per share (2023: £22.82 per share). During the year, 42,244 options over Ordinary (C) shares were cancelled, the weighted average exercise price of these shares being £24.36 per share. On 18 August 2024 the Company issued options on 20,000 Ordinary (B) shares which can be exercised should the Company meet its achieved operating profit in the event of an exit. Options were granted with an exercise price of £26.80. For both option schemes in place at the year end, the maximum term of options granted is 10 years from the grant date.
21. | Reserves
Share premium account The share premium account represents any premiums received upon issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. Capital redemption reserve The capital redemption reserve represents the par value of shares purchased and cancelled by the company. Profit & loss account The profit and loss account reserve represents all current and prior period retained profits and losses.
22. | Pension commitments
The group contributes to a defined contribution pension scheme. The pension cost charge represents contributions payable by the group to the fund and amounted to £177,065 (2023: £158,358). Contributions totalling £64,596 (2023: £49,445) were payable at the balance sheet date and are included in creditors. Page 47
THE FISER GROUP LIMITED Notes to the financial statements For the Year Ended 31 December 2024
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 | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Not later than 1 year | 222,528 | 298,583 | 172,555 | 187,283
| Later than 1 year and not later than 5 years | 40,318 | 35,550 | 37,911 | -
|  | £262,846 | £334,133 | £210,466 | £187,283
24. | Related party transactions
| During the year the Company paid dividends to directors amounting to £295,184 (2023: £815,796). The Company also paid a dividend to shareholders with significant influence amounting to £269,804 (2023: £868,248). At the year end, the Company owed a balance of £457,075 (2023: £Nil) to a significant shareholder of a subsidiary.
Page 48