The directors present the strategic report for the year ended 30 April 2025.

*Booked New Revenue is the measure of business done at the point a candidate has accepted a role.

During FY 2025 our average permanent placement fee increased marginally. We believe this increase was the result of continued strong salary offers by employers to attract the best talent. As noted in previous years, the increase in counter offers (for employees to not leave) also continued, resulting in high salary awards for top quality candidates.

Client Server continues to differentiate itself from competitors by offering a more thorough, transparent, and higher quality service.

The company continues to focus on its employees to maintain and develop this quality service. This is achieved by our extensive induction and ongoing training programmes.

The market to attract and retain quality staff continues to be a challenge across all industries, and the recruitment market itself is prone to this. Following the decision in mid-2024 to decrease the number of our consultants, we traded successfully with a smaller staffing level. The decision to carefully increase the number of consultants was taken towards the end of FY 2025 as we look forward to a better year ahead.

Following the strengthening of our management structure and training capability, we have seen a noticeable positive impact, improving our ability to attract and train staff in a very competitive market.

With our pipeline for additional recruitment also on track, we are on target to achieve our forecasted numbers of consultants for FY 2026.

As a company, we remain committed to the recruitment and training of quality employees. Employee reward and recognition continue to be reviewed and enhanced. Following an extensive review, we committed to a wholesale change of our commission scheme which we implemented at the start of FY 2026. The new scheme better rewards those employees who make a difference to all facets of our business, ensuring a fairer reward for high performance in this challenging market. Our employee share option scheme continues to be an attractive benefit to our staff, with the number of employees participating in this scheme increasing.

The company has policies and procedures in place to mitigate the following financial risks:

• Liquidity Risk: During FY 2024, the Board took the decision to undertake in the use of an invoice discounting facility, to help reduce liquidity risk.

The company had sufficient headroom in cash at bank and financing agreements to mitigate this risk. Losses over FY2025 eroded reserves to such an extent, a larger invoice discounting facility has been sourced to ensure cash reserves are strong both now and for at least the next 12 months.

• Cashflow Risk: The Board manages and forecasts cashflows across the year which allow for early action in the case of potential issues being identified. The cash headroom also provides mitigation against the risks posed.

• Interest Risk: The remaining balance of the 2021 CBILS loan is repayable over the next 1.5 years at a fixed interest rate. The company began using an invoice discounting debt finance facility during the year which has increased exposure to interest risk.

• Credit Risk: Strong credit control procedures are used to mitigate the risk of bad debts.

• Currency Risk: The current size of operations in overseas territories means the company is not significantly exposed to currency risk. As we continue to increase our overseas business, this is something we are prepared for with offerings of lower exchange rate charges and better exchange rates from various suppliers.

Client Server as a business is well-​structured, with strong processes, management systems, and succession planning to allow for the continued growth of the company. The recent periods have presented opportunities for further strengthening of, and improvements to, these processes and systems. During FY 2025, we successfully implemented an ambitious project to update, strengthen, and improve our own IT infrastructure, allowing full employee flexibility whilst improving security of both candidate, client and our own data. We expect to continue with further incremental improvement projects, which are forecasted to be borne out of cashflow without the need for finance.

As a business, we frequently review the mix of our clients to intentionally continue our low reliance on any one sector or size of business. Our clients range from newly formed start-​ups to large multi-​national corporations, across a wide range of business domains and industries, such that we consider our risk of exposure to a particular market sector to be minimal. In addition, we carefully monitor our business concentration, with our three largest clients amounting to less than 16% of turnover.

The ongoing challenge of sourcing, recruiting and the retention of talented individuals in the technology arena continues. In light of this, while we expect FY 2026 to be challenging, we intend to deliver solid results. Our goal for FY 2026 is to return the company to profitability.

There are a number of factors which could potentially have an impact:

• The number of active live roles across our clients increased during the second half of FY 2025. Whilst the number of live roles has not risen back to our ideal position, we believe the number is relatively stable. We are working to increase this number across both existing and new clients, while carefully monitoring for any adverse indicators or actual decline in order to review and potentially adjust our cost base, as necessary.

• Due to the ongoing uncertainties within our market and the need to be able to react swiftly to potential market changes, we have made the decision to move to a more flexible office model, which is predicted to result in substantial savings.

• The UK continues to be attractive to companies due to the number of talented technologists and the unique innovation we deliver; therefore, the number of companies looking for key talented individuals continues to rise. However, as previously noted, other countries are promoting their own technology opportunities, threatening the UK’s position as a leader in this space. In response, we created a new ‘Europe’ team in 2021, and this has continued to grow our overseas offering. Our intention is to further capitalize on this opportunity, continuing the expansion of our services to clients based in Europe and beyond.

• The decline previously observed in the number of overseas candidates available or interested in coming to the UK (as their own countries became more attractive due to increasing local salaries and more interesting or varied work) has seemingly stabilized, resulting in a lower number of overseas candidates who can work without the need for complex visa applications. We did see a slight increase in the number of both candidates and clients prepared to face the challenges and costs associated with the UK’s visa process, but with the current flat market, the requirement for doing this has stalled. When the appetite for recruitment returns, we forecast this will commence again to a limited degree.

Our focus on growing our contract offering started to deliver solid results over FY 2025 with a small, but noticeable, increase. Our strategy for the future is to continue to increase this service.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 April 2025.

The principal activity of the company continued to be the provision of professional recruitment services.

The results for the year are set out on page 11.

No ordinary dividends were paid (2024: £nil). The directors do not recommend payment of a final dividend.

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management and future developments.

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

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

We have audited the financial statements of Client Server Limited (the 'company') for the year ended 30 April 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 April 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related 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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

We draw attention to the Statement of Comprehensive Income and Balance Sheet in the financial statements, which indicates that the company incurred a net loss of £1,309,728 during the year ended 30 April 2025 and, as of that date, the company’s current liabilities exceeded its total assets by £228,678. As stated in note 1.2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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

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

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In planning and designing our audit tests, we identify and assess the risks of material misstatements within the financial statements, whether due to fraud or error. Our assessment of these risks includes consideration of the nature of the industry and sector, the control environment and the business performance along with the results of our enquiries of management, about their own identification and assessment of the risks of irregularities. We are also required to perform specific procedures to respond to the risk of management override.

As a result of this assessment, we considered the opportunities and incentives that may exist within the company for fraud and identified that the greatest area of risk was in relation to management override, going concern and completeness of income.

We have obtained an understanding of the legal and regulatory frameworks that the company operates in from discussions with the directors and our knowledge of the company and its industry sector. We have focused on the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, local tax legislation, Employment Agencies Act 1973 and Conduct of Employment Agencies and Employment Businesses Regulations 2003.

We performed the following audit procedures after consideration of the above risks which included the following:

• enquiry of management of actual and potential litigation and claims;

• testing that sales invoices have been fully and properly included within turnover in the financial statements, and review of sales recorded after the balance sheet date for possible income that has been incorrectly excluded from the period;

• review of customer invoices and after date receipts;

• review of forecasts and discussions with management ;

• reviewing correspondence with HMRC;

• reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

The engagement partner has assessed that all engagement team members were made aware of the relevant laws and regulations and potential fraud risks and were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Client Server Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit C Thames Mews, Portsmouth Road, Esher, Surrey, KT10 9AD.

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

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

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

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

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

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

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

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

The financial statements of the company are consolidated in the financial statements of Client Server Group Limited. These consolidated financial statements are available from its registered office, Unit C Thames Mews, Portsmouth Road, Esher, Surrey, KT10 9AD.

The financial statements have been prepared on a going concern basis. The company has incurred significant losses in recent years and is currently in a net liability position as at the balance sheet date. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. true

While the company reported a net liability position at the balance sheet date, this is being managed through strict working capital management, including the successful negotiation of a larger factoring arrangement since the year end. However, in assessing the company's ability to continue as a going concern, the directors have prepared detailed forecasts covering a period of at least 12 months from the date of approval of the financial statements. These forecasts project a return to profitability and improved cash flows, supported by trading performance since the year end which has been in line with expectations.

Based on these forecasts, the directors have a reasonable expectation that the company will have adequate resources to meet its obligations as they fall due. Accordingly, the financial statements have been prepared on a going concern basis.

Turnover in respect of temporary placements is recognised when the service has been rendered and accepted by the client. Turnover excludes value added tax.

Turnover in respect of permanent placement fees is recognised when the company has fulfilled its contractual obligations in accordance with the underlying contracts. This is typically the start date of the candidate's employment.

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

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

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

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In determining the charge to the Statement of Comprehensive Income, the directors have used the Black-Scholes model which makes assumptions about future performance, retention and timescales and is therefore a best estimate. For the share options in issue with performance based vesting criteria the directors have made an estimate as to the probability of performance-based share options meeting the vesting conditions attached to them. The directors have estimated this to be 67% for options issued under the 2022 scheme.

Provisions are made in respect of dilapidations and bad debts, and are made based on management's best estimate of cost using industry averages for dilapidations and past experience for bad debts.

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

Their aggregate remuneration comprised:

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

At the balance sheet date, the company has trading losses available for carry forward against future taxable profits. These losses have arisen from prior periods and remain unutilised. The total carried forward losses are £909,450(2024: £78,071). No deferred tax asset has been recognised in respect of these losses due to uncertainty over the timing of future taxable profits.

Amounts owed by parent and group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

The bank loan of £283,333 (2024 - £483,333) is secured by a fixed and floating charge over the assets of the company. The loan is repayable 6 years after its drawdown in 2020, during the year interest has been fixed at a rate of 2.89%. This facility is supported by the Coronavirus Business Interruption Loan Scheme.

The company has entered into a debt factoring arrangement under which trade debtors are financed to a factor. The company retains the credit risk associated with these receivables. The liability owed to the factor at the year end of £765,273 (2024: £508,258) is included in other borrowings. At the year end, the carrying amount of trade receivables factored is £1,249,047 (2024: £829,032).

The discounting facility has maximum limit of £1,000,000 with an advance rate of 75% of approved receivables and a discount charge of 2.15% over the base lending rate.

Invoice factoring facilities are secured by a fixed charge over all freehold and leasehold land and buildings and all fixed plant and machinery.

The dilapidations provision relates to expected expenditure for re-instating the premises it rents to its original condition.

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £4,998 (2024 - £11,538) were payable to the fund at the year end and are included in creditors.

The company's ordinary shares and ordinary A shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the company and all rank pari passu in respect of rights and obligations.

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

During the year the company entered into the following transactions with related parties:

The company has taken advantage of the exemptions provided by Section 33 under FRS102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of a group, provided that any subsidiary undertaken which is a party to the transaction is wholly owned by a member of that group.

The directors consider the ultimate parent undertaking to be Client Server Group Limited, a company incorporated in the United Kingdom.

Client Server Group Limited is the immediate parent, and is the smallest and largest company for which consolidated accounts including Client Server Limited are prepared. The consolidated accounts are available from its registered office, Unit C Thames Mews, Portsmouth Road, Esher, Surrey, KT10 9AD.

The directors, Mr D Kerr and Mr N R Bolton are the ultimate controlling party by virtue of their majority shareholding in the ultimate parent undertaking.