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

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Following a challenging 2023 when the Board took steps to restructure, the business has continued to explore opportunities and expand into new verticals. However, trading conditions have remained challenging across a number of markets and continue to put pressure on the business. Economic uncertainty and global unrest continued to play a part and prevented any traction notably as the business reached the half year point. Further cost rationalisation has ensured the business retains its strong financial position and has been able to sustain a presence in static markets where competitors have seen marked reduction in trade.

The business has needed to demonstrate resilience again through challenging market conditions where continued uncertainty on the client side and hesitancy on the candidate side throughout the year has impacted performance. This has led to establishing alternative solutions as verticals to our clients to open up new revenue streams with some success and the strategy is to capitalise on this moving forward. The overall market appetite does remain strong and client roadmaps indicate that any pause on project work as a result of the economic conditions should be short lived given the necessity to move ahead. This does provide some assurance for the market moving forward but with the strong caveat that we remain in a tough trading environment.

The Directors remain committed to managing a close approach to the business with several measures introduced during the year to further streamline operations and ensure an efficient approach. Cost saving initiatives in the UK and Germany have made a positive impact to results going into 2025 to preserve a lean operating model that has been able to adapt into new territories within the existing entity structure and deliver new solutions to clients.

Across the business, the outlook for the overseas subsidiaries has remained positive with further client development and pipeline business from existing customers. However, the volume has been negatively impacted by trading uncertainty and economic/political factors influencing client roadmaps and decision making notably with the US tariff policy and knock on supply-side problems stemming from global unrest in various regions. Contractor numbers across these territories have at best remained level with a few exceptions but there have been some green shoots across Scandinavia and Eastern Europe where the business hopes to further develop relationships leveraging from the existing territories.

The UK’s core markets – Insurance and Investment Management have seen the most volatility as the Business has strived to maintain momentum. London as an Insurance Hub has benefitted the UK performance with several new clients onboarded and some growth in deals albeit at a lower average margin than previous years. Investment Management has experienced some contraction in the offering and deal volume as well as challenges on candidate mobility leading to a fairly static performance going into 2025. The Delivery Centre model that the business adopts remains a critical vehicle to maximise the opportunities where they arise but is now supported by offshore options across Europe and the Sub-Continent as part of new verticals being explored.

Having considered the stability of the markets and the company’s response to previous volatile trading conditions, the directors consider it appropriate to prepare the financial statements on a going concern basis.

The business has focused on working capital management as part of its resilience strategy with cashflow remaining paramount to the Group. The business retains very strong performances on collections and cost control to ensure a going-concern as well as supporting new ventures and opportunities that otherwise would not be feasible. This working capital focus coupled with the rationalisation programme implemented during the year has ensured the business maintains its position with regards to its liabilities and obligations.

The business has continued to explore and utilise various options for financial support made available by Government and other relevant stakeholders including the £1.0million CBILS loan taken by the business in July 2020 via banking partner, NatWest Bank.

Following the challenges faced by the business in 2023 there remained continued uncertainty into 2024 with markets hesitant to commit to the levels of demand seen in previous years. Although the business has acted upon these constraints with new verticals and a further streamlining of certain function the outlook remains cautious.

Key Performance Insights

• Turnover and Revenue: Group turnover increased by 5% in 2024 compared to 2023 with new opportunities across several markets providing encouraging growth opportunities. However average margin dropped by 2% year on year reflecting the challenge of reduced perm activity and some contract margin erosion.

• Business Mix Shift:

  • Permanent vs. Contract Placements: Permanent placements continued to drop following reduction in 2023 albeit not by a material amount and gives ratio of 65%/35% split in favour of contracts (2023: 36% permanent/64% contracts).

  • Contract placements: The number of temporary workers plateaued from 2023 with limited scope to grow. The immediate focus has been extensions of existing contractors to maintain position and development of offshore solutions.

  • Geographic Focus: The European market remains a priority, especially in the Benelux region which has continued to grow and develop. Expansion of the European footprint has been slow but some traction leveraging from existing markets, notably the Scandinavian region.

Strategic Adjustments and Achievements

• Operational Restructure: Following initial strategic actions in late 2023, the business has continued to pursue rationalisation across the Group to further stabilized the company.

• Core Strengths: The UK still provides the core for the business with a robust book and a steady flow of permanent placements, however it has been tested notably within the Investment Management sector.

• Diversification: The business is operating in various European markets.

Outlook and Recommendations

• Economic Environment: Trading conditions continue to challenge the business given the volatile nature of economic and political landscape. Inflation continues to put pressure on the cost base, uncertainty from US foreign policy influencing the client roadmap and conflicts across the Globe impact client supply chains which in turn impact their requirement for resource.

• Agility and Growth Strategy: The business has continued to react promptly to the challenges facing it and the strategy of utilising the central fulfilment centre to deliver candidates across the scope of the Group remains key to growth. The focus on alternative solutions is already having a positive effect within the current client base who have embraced the concept and invested.

The Leadership Team are committed to continue this strategy to facilitate new opportunities both from a growth perspective and to preserve the core business.

The principal risks and uncertainties to which the Group is exposed include:

• Foreign Currency Risk: The Group's activities expose it to the financial risk of changes in foreign currency exchange rates as it undertakes certain transactions denominated in foreign currencies. The Group tries to minimise foreign exchange risk by matching revenue denominated in foreign currencies with costs denominated in the same foreign currency.

• Credit Risk: The Group is exposed to the risk of payment default by customers. The risk is monitored by regular review of outstanding trade receivables and regular contact with customers through finance, sales and client channels.

• Liquidity Risk: The Group finances its activities through retained earnings. The Group maintains regular contact and strong relationships with its bankers to ensure adequate facilities are in place to fund the company’s working capital needs as it expands and explores new geographical markets. In response to the growth demands of the business, the directors agreed an increase in the invoice finance facility with the company’s bank, in order to facilitate the expected growth.

• Macro-Economic Environment: The recruitment sector is influenced by the broader economic outlook and the effect that has on clients hiring plans. However, the Group has strong defensive characteristics such as it offers both contract and permanent solutions to its clients and it has a successful geographical diversification in regions and markets which are not mutually dependent. The nature of the business and client base should mean the Group is well positioned to mitigate any short term impact of any potential economic downturn.

• Legislation: The recruitment sector is constantly undergoing changes and increased legislation. The company works with its advisors and industry bodies across all geographies to ensure it stays abreast of changes in legislation and takes the necessary actions to remain compliant with laws and regulations.

The key metrics that the directors and the business focus upon are turnover growth and geographical spread.

In the year ending 31 December 2024 the group turnover increased by 5%.

The segmental split of turnover by geographic region is as follows:

        2024                2023

        £m    %            £m    %

UK        14.0    59.7%            12.3    54.8%

Europe        7.9    33.6%            8.5    38.0%

ROW        1.6    6.7%            1.6    7.2%

Total        23.5    100%            22.4    100%

Net Fee Income (Gross Profit)

• Gross profit for the year ending 31 December 2024 decreased by 5% year on year and the margin achieved within the year was 22% (2023: 25%)

• The segmental split of gross profit between contract and permanent business revenue streams in the year was 35% permanent / 65% contract (2023: 36% permanent / 64% contract)

On behalf of the board

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

The principle activity of the company during the year continued to be the supply of recruitment services into the business transformation market.

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

Ordinary dividends were paid amounting to £nil (2023: £59,171). The directors do not recommend payment of a further dividend.

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

Saffery LLP have expressed their willingness to remain in office as auditors of the company.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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

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

We have audited the financial statements of Venquis Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group and of the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. 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 the audit:

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

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

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

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

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

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 parent 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 parent 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £71,103 (2023 - £208,135 loss).

Venquis Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 15 Basinghall Street, London, EC2V 5BR.

The group consists of Venquis Limited and all of its subsidiaries.

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

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

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

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

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

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

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

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

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

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

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

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

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The trading conditions that the business operates in remain challenging with volatility impacting client requirements, candidate availability and maintaining an efficient cost base to grow from. The business has continued to be agile in response to these uncertainties with programs of exploring new opportunities, performance management and constant cost reviews.

The Business Transformation market still shows a level of resilience that other related markets do not and a smart approach to market by the business has opened new revenue streams around client project and outsource solutions. These have developed as strong cases for promotion through marketing channels to further establish a footprint with both existing and new clients adding value and a premium service to the existing legacy contract and permanent streams.

Further programs of rationalisation and cost review have been introduced to ensure the business maximises any potential uplift including downscaling Germany’s cost base and streamlining the wage roll through performance management to ensure the high performance of sales and delivery teams.

The client footprint has expanded across new geographies but still serviced from the existing entities where client relationships have evolved opening new opportunities. The business has maintained the suite of solutions to support client requirements and while general market conditions have remained flat, the scope has expanded and allowed some areas to grow. Benelux remains a rich market for the business and a location where retained opportunities exist to ensure pipeline revenue. Although the German market has contracted, the business is now streamlined to achieve a positive return and the business is also benefitting from a sustained revenue stream in Scandinavia both in permanent and contract markets.

The core UK markets still show a resilience although notable volatility which has resulted in short-term uncertainty. Insurance markets have Insurance markets have performed relatively well given the economic backdrop versus Investment Management markets that have suffered as a result.

Having considered the stability of the markets and the company’s response to previous volatile trading conditions, the directors consider it appropriate to prepare the financial statements on a going concern basis. These financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Turnover consists of:

- contractor placements, representing fees billed for the services of contractors including their costs, which is recognised when the service has been provided

- permanent placements, representing fees billed as a percentage of the candidate's remuneration package, which is recognised either when the terms of the placement are agreed or on the start date of the candidate, depending where the candidate is located

Turnover not invoiced at the balance sheet date is included within accrued income.

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

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

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

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

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

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

At each reporting period end date, the group 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

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

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors, 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 group 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 group after deducting all of its liabilities.

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

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

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

Other financial liabilities, including debt instruments that do not meet the definition of a basic financial instrument, are measured at fair value through profit or loss.

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

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

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

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

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

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

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

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

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

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. 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.

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

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

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

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

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

EMI share options have been granted to employees of the group companies. The company has used the Black-Scholes model to determine the fair value of the options on grant date. Consideration is also taken in relation to vesting conditions and non-market variables which impact the estimated charge.

In assessing the indicators for impairments of investments directors have used both internal and external sources of information, such as market conditions, financial performances and experience of recoverability. There has been no material indicators of impairments identified during the current financial year.

The recoverability of intercompany receivables is dependent on the future performance of the subsidiary. The Directors make a judgement of the recoverability based on review of the projections and forecasts for the subsidiary.

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

Their aggregate remuneration comprised:

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

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

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

The liability due under the company invoice financing facility is secured against the book debt of the company and RBS Invoice Finance Limited have a debenture including charges over assets of the company.

During the 2020 financial year, the parent company entered into a new loan agreement for £1,000,000 with National Westminster Bank Plc attracting an annual interest of 2% over Base Rate. This lending facility is supported by the Coronavirus Business Interruption Loan Scheme, managed by the British Business Bank on behalf of, and the financial backing of, the Secretary of State for Business, Energy and Industrial Strategy. Therefore, the annual interest rate applicable during the first twelve months of the term was 0%. The loan is repayable in monthly instalments and is due to be repaid in full by 3 August 2026. The loan is secured by way of a debenture over all assets of the company.

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

The options vest at the date of grant and they have a 10 year life. They are subject to certain conditions as set out in the option scheme rules.

The share options were valued using the Black-Scholes Model and no share based payment charge has been recognised during the year on the basis that it is not material to the financial statements.

As at 31 December 2024, 11 employees (2023: 12 employees) had unexercised share options. During the year 1 employees left the company and subsequently forfeited their share options.

The reserve represents consideration received for shares issued above their nominal value net of transaction costs.

Retained earnings represent the accumulated profits less any dividends distributed.

The reserve reports the nominal value of shares repurchased by the group.

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

The remuneration of key management personnel is as follows.

During the year, a company with a director in common invoiced the company for advisory services amounting to £nil (2023: £14,400). At the year end the company owes £nil (2023: £nil).

The company has taken advantage of the exemption in Financial Reporting Standard 102 from the requirement to disclose related party transactions with companies that are wholly owned within the group. The balances outstanding at the year end are disclosed in Note 16.

Dividends totalling £0 (2023 - £34,806) were paid in the year in respect of shares held by the company's directors.

During the year, one of the directors incurred expenses on behalf of the company amounting to £707 (2023: £3,216). £nil was owed to the director at the year end (2023: £226).

During the year, one of the directors incurred expenses on behalf of the company amounting to £8,977 (2023: £3,097). £3,822 was owed to the director at the year end (2023: £416).

At the year end, one of the directors owed the company a loan amounting to £10,000 (2023: £10,000).

The controlling party is B G W Parker and N A H Parker.

The prior year adjustment relates to the correction of an under accrual of commissions relevant to the previous financial year.