ACCOUNTS - Final Accounts preparation

Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:

Registered number: 02228050

THE KELLAN GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

THE KELLAN GROUP LIMITED

COMPANY INFORMATION

Directors	M. E. W. Jackson
	M. D. Kumar
	P. Mallan
	R. R. Ward


Company secretary	M. D. Kumar


Registered number	02228050


Registered office	4th Floor
	19-21 Great Tower Street
	London
	EC3R 5AR


Independent auditors	Langtons Professional Services Limited
	Chartered Accountants & Statutory Auditors
	The Plaza
	100 Old Hall Street
	Liverpool
	L3 9QJ

THE KELLAN GROUP LIMITED

CONTENTS

	Page
Group strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 7
Consolidated statement of comprehensive income	8
Consolidated statement of financial position	9 - 10
Company statement of financial position	11 - 12
Consolidated statement of changes in equity	13
Company statement of changes in equity	14
Consolidated statement of cash flows	15 - 16
Consolidated analysis of net debt	17
Notes to the financial statements	18 - 39

THE KELLAN GROUP LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

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

Business review

Business operations are focused in our core staffing markets of Hospitality, Leisure & Catering. Our aim is to continue to develop our core businesses in major city centres.

Group sales have decreased by 16.1% from £22.10 million in 2023 to £18.54 million in 2024, Group NFI has decreased by 31% from £6.28 million in 2023 to £4.34 million in 2024, while administrative expenses have decreased by 19% from £5.14 million in 2023 to £4.16 million in 2024. Year-on-year operating profit decreased from a profit of £1.11 million in 2023 to a profit of £0.2 million.

The Government’s October 2024 budget statement has made operations challenging for us in 2025. The stark increase in employers national insurance has seen a significant reduction in the use of temporary staff in all sectors, and has led to increased price pressures for our suppliers.

The Group has taken steps to operate more efficiently and offset some of these added costs.

I would like to thank our loyal customers, suppliers, staff and all our shareholders for their invaluable support.

Principal risks and uncertainties

Competition risk

The actions of the Group's competitors may adversely affect the Group's performance however the directors believe that the Group is well positioned in the market place and it will seek to continue to improve its competitive position.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Ongoing credit evaluation is performed on customers based on payment history and third party credit references.

Financial key performance indicators

Given the straightforward nature of the business, the company’s directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.

This report was approved by the board on 29 December 2025 and signed on its behalf.

R. R. Ward

Director

Page 1

THE KELLAN 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;

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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.

Principal activity

The principal activity of the Group continued to be both a Recruitment Agency and Recruitment Business providing staff to Hospitality & Leisure, Technology and Accounting & Finance sectors.

Results and dividends

The profit for the year, after taxation, amounted to £115,004 (2023 - £295,163).

The directors do not recommend the payment of a dividend for the year.

Directors

The directors who served during the year were:

M. E. W. Jackson

M. D. Kumar

P. Mallan

R. R. Ward

Page 2

THE KELLAN GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

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, Langtons Professional Services Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 December 2025 and signed on its behalf.

R. R. Ward

Director

Page 3

THE KELLAN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE KELLAN GROUP LIMITED

Opinion

We have audited the financial statements of The Kellan 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 Consolidated analysis of net debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

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.

Page 4

THE KELLAN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE KELLAN GROUP LIMITED (CONTINUED)

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.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, 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.

Page 5

THE KELLAN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE KELLAN GROUP LIMITED (CONTINUED)

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:

The objectives of our audit, in respect to fraud, are:

• to identify and assess the risks of material misstatement of the financial statements due to fraud;

• to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and

• to respond appropriately to fraud or suspected fraud identified during the audit.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations in the UK and the EU General Data Protection Regulation (GDPR).

• We understood how the Company is complying with those frameworks by making enquiries of management. Through consideration of the results of our audit procedures we were able to either corroborate or provide contrary evidence which was then followed up.

• Based on our understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved:

enquiries of management; and

journal entry testing, with a focus on manual consolidation journals indicating large or unusual transactions based on our understanding of the business.

• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by meeting with management to understand where it considered there was susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage revenue and earnings. Where the risk was considered to be higher, including areas impacting key performance indicators or management remuneration, we performed audit procedures to address each identified fraud risk or other risk of material misstatement. These procedures included those on revenue recognition detailed above, the assessment of items identified by management as non-recurring and testing manual journals and were designed to provide reasonable assurance that the financial statements were free from material fraud or error.

Page 6

THE KELLAN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE KELLAN 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.

Simon Whalley (Senior statutory auditor)

for and on behalf of

Langtons Professional Services Limited

Chartered Accountants

Statutory Auditors

The Plaza

100 Old Hall Street

Liverpool

L3 9QJ

29 December 2025

Page 7

THE KELLAN GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	18,541,056	22,103,376
Cost of sales		(14,205,873)	(15,823,951)
Gross profit		4,335,183	6,279,425
Administrative expenses		(4,163,020)	(5,137,357)
Operating profit		172,163	1,142,068
Amounts written off investments		-	(512,215)
Profit on disposal of investments		33,254	-
Interest receivable and similar income	8	34,557	10,770
Interest payable and similar expenses	9	(69,519)	(39,763)
Profit before taxation		170,455	600,860
Tax on profit	10	(55,451)	(305,697)
Profit for the financial year		115,004	295,163


Total comprehensive income for the year		115,004	295,163

Profit for the year attributable to:
Owners of the Parent Company	115,004	295,163
	115,004	295,163

Total comprehensive income for the year attributable to:
Owners of the Parent Company	115,004	295,163
	115,004	295,163

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

The notes on pages 18 to 39 form part of these financial statements.

Page 8

THE KELLAN GROUP LIMITED

REGISTERED NUMBER: 02228050

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	11		1,861,620		1,866,617
Tangible assets	12		67,133		36,695
			1,928,753		1,903,312
Current assets
Debtors: amounts falling due after more than one year	14	1,074,897		500,000
Debtors: amounts falling due within one year	14	3,152,713		4,536,168
Cash at bank and in hand	15	1,695,808		1,608,460
		5,923,418		6,644,628
Creditors: amounts falling due within one year	16	(3,298,549)		(4,915,329)
Net current assets			2,624,869		1,729,299
Total assets less current liabilities			4,553,622		3,632,611
Creditors: amounts falling due after more than one year	17		(806,007)		-
Provisions for liabilities
Net assets			3,747,615		3,632,611

Capital and reserves
Called up share capital	21	4,274,004	4,274,004
Share premium account	22	14,745,851	14,745,851
Capital redemption reserve	22	1,834	1,834
Other reserves	22	810,348	810,348
Merger reserve	22	160	160
Profit and loss account	22	(16,084,582)	(16,199,586)
Equity attributable to owners of the Parent Company		3,747,615	3,632,611

Page 9

THE KELLAN GROUP LIMITED

REGISTERED NUMBER: 02228050

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (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 29 December 2025.

R. R. Ward

Director

Page 10

THE KELLAN GROUP LIMITED

REGISTERED NUMBER: 02228050

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	12		19,524		26,939
Investments	13		2,130,230		2,130,230
			2,149,754		2,157,169
Current assets
Debtors: amounts falling due after more than one year	14	1,074,897		500,000
Debtors: amounts falling due within one year	14	251,116		455,244
Cash at bank and in hand	15	39,820		527,945
		1,365,833		1,483,189
Creditors: amounts falling due within one year	16	(1,791,350)		(1,886,484)
Net current liabilities			(425,517)		(403,295)
Total assets less current liabilities			1,724,237		1,753,874


Net assets			1,724,237		1,753,874

Capital and reserves
Called up share capital	21		4,274,004		4,274,004
Share premium account	22		14,745,851		14,745,851
Capital redemption reserve	22		1,834		1,834
Capital contribution reserve	22		810,348		810,348
Merger reserve	22		160		160
Profit and loss account brought forward		(18,078,323)		(19,027,024)
Loss/(profit) for the year		(29,637)		948,701
Profit and loss account carried forward			(18,107,960)		(18,078,323)
			1,724,237		1,753,874

Page 11

THE KELLAN GROUP LIMITED

REGISTERED NUMBER: 02228050

COMPANY STATEMENT OF FINANCIAL POSITION (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 29 December 2025.

R. R. Ward

Director

Page 12


		THE KELLAN 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	Capital contribution reserve	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£	£
At 1 January 2023	4,274,004	14,745,851	1,834	810,348	160	(16,494,749)	3,337,448
Comprehensive income for the year
Profit for the year	-	-	-	-	-	295,163	295,163
Total comprehensive income for the year	-	-	-	-	-	295,163	295,163
Total transactions with owners	-	-	-	-	-	-	-

At 1 January 2024	4,274,004	14,745,851	1,834	810,348	160	(16,199,586)	3,632,611
Comprehensive income for the year
Profit for the year	-	-	-	-	-	115,004	115,004
Total comprehensive income for the year	-	-	-	-	-	115,004	115,004
Total transactions with owners	-	-	-	-	-	-	-
At 31 December 2024	4,274,004	14,745,851	1,834	810,348	160	(16,084,582)	3,747,615

The notes on pages 18 to 39 form part of these financial statements.

Page 13


		THE KELLAN 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	Capital contribution reserve	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£	£
At 1 January 2023	4,274,004	14,745,851	1,834	810,348	160	(19,027,024)	805,173
Comprehensive income for the year
Profit for the year	-	-	-	-	-	948,701	948,701
Total comprehensive income for the year	-	-	-	-	-	948,701	948,701
Total transactions with owners	-	-	-	-	-	-	-

At 1 January 2024	4,274,004	14,745,851	1,834	810,348	160	(18,078,323)	1,753,874
Comprehensive income for the year
Loss for the year	-	-	-	-	-	(29,637)	(29,637)
Total comprehensive income for the year	-	-	-	-	-	(29,637)	(29,637)
Total transactions with owners	-	-	-	-	-	-	-
At 31 December 2024	4,274,004	14,745,851	1,834	810,348	160	(18,107,960)	1,724,237

The notes on pages 18 to 39 form part of these financial statements.

Page 14

THE KELLAN 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	115,004	295,163
Adjustments for:
Amortisation of intangible assets	144,206	670,815
Depreciation of tangible assets	36,948	99,205
Interest paid	69,519	39,763
Interest received	(34,557)	(10,770)
Taxation charge	55,451	305,697
Decrease/(increase) in debtors	786,199	(3,501)
(Decrease) in creditors	(483,559)	(427,899)
Corporation tax (paid)	(135,252)	(323,346)
Net cash generated from operating activities	553,959	645,127

Cash flows from investing activities
Purchase of tangible fixed assets	(70,025)	(13,466)
Sale of tangible fixed assets	4,613	-
Purchase of fixed asset investments	(120,000)	-
Sale of fixed asset investments	33,254	-
Interest received	34,557	10,770
Net cash from investing activities	(117,601)	(2,696)
Cash flows from financing activities
Other new loans	1,333,333	-
Interest paid	(69,517)	(39,765)
Net cash used in financing activities	1,263,816	(39,765)

Page 15

THE KELLAN GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Net increase in cash and cash equivalents	1,700,174	602,666
Cash and cash equivalents at beginning of year	(4,366)	(607,032)
Cash and cash equivalents at the end of year	1,695,808	(4,366)

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,695,808	1,608,460
Bank overdrafts	-	(1,612,826)
	1,695,808	(4,366)

The notes on pages 18 to 39 form part of these financial statements.

Page 16

THE KELLAN GROUP LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


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

Cash at bank and in hand	1,608,460	87,348	1,695,808
Bank overdrafts	(1,612,826)	1,612,826	-
Debt due after 1 year	-	(833,333)	(833,333)
Debt due within 1 year	-	(500,000)	(500,000)
	(4,366)	366,841	362,475

The notes on pages 18 to 39 form part of these financial statements.

Page 17

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

The Kellan Group Limited is a private company, limited by shares, registered in England and Wales, registration number 02228050, registration address 4th Floor, 19-21 Great Tower Street, London, EC3R 5AR.

These financial statements are presented to the nearest £ in pounds sterling.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

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

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

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the 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.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2019.

2.3

Going concern

The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors believe it is appropriate to prepare the financial statements on the going concern basis.

Page 18

THE KELLAN 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 (“VAT”), constitutes the value of services undertaken by the Group as its principal activities, which are recruitment consultancy and other ancillary services. These consist of:

• Revenue from temporary placements, which represents amounts billed for the services of temporary staff including the salary cost of these staff. This is recognised when the service has been provided, and the timesheet has been approved by the client;

• Revenue for permanent placements, which is based on a percentage of a candidate’s remuneration package, is recognised from the date candidate commences employment. Retained permanent placements may recognise the staged invoicing earlier, provided the terms agreed with the client mean the Group is contractually entitled to the revenue.

2.5

Operating leases: the Group as lessee

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

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

2.6

Interest income

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

2.7

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.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.9

Pensions

Defined contribution pension plan

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

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

Page 19

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

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 reporting 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 reporting 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.

2.11

Intangible assets

Goodwill

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

Other intangible assets

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

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

Page 20

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets

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

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:

				Short-term leasehold property	-	Over term of the lease
				Office equipment	-	10% to 33%

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

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

2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

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.

Page 21

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Cash and cash equivalents

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

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

2.17

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.

2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

2.19

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.

2.20

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 Statement of financial position 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.

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.

Page 22

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

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.

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.

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.

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

Page 23

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

risks and rewards retained.

Derecognition of financial liabilities

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

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

The preparation of financial statements in conformity management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included below:

(a) Impairment of intangibles
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment and other assets where there has been an indication of impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary particularly in light of the current volatility of the recruitment sector to changes in the wider macro-economic environment.

(b) Useful lives of intangible assets and property, plant and equipment
Intangible assets excluding goodwill and property, plant and equipment are amortised or depreciated over their useful lives. Useful lives are based on the management’s estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the carrying value and amounts charged to the consolidated income statement in specific periods.

Turnover

The whole of the turnover is attributable to the principal activity of the group.

All turnover arose within the United Kingdom.

Page 24

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

20,150

19,550

6.	Employees
	Staff costs were as follows (In the current year, staff costs reflect only the company’s own employees, following a decision to exclude temporary candidates placed with clients from these disclosures):

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


Wages and salaries	2,253,367	15,882,414	664,634	822,916
Social security costs	268,414	1,254,528	89,232	95,606
Cost of defined contribution scheme	45,548	196,719	13,725	10,685
	2,567,329	17,333,661	767,591	929,207

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.

Administration	59	60	15	16
Temporary workers (whose costs are included in cost of sales and services charged within revenue)	-	792	-	-

	59	852	15	16

In the current year, employee numbers reflect only the company’s own employees, following a decision to exclude temporary candidates placed with clients from these disclosures

Page 25

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	358,010	451,588
Group contributions to defined contribution pension schemes	3,508	3,963
	361,518	455,551

	During the year retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £149,530 (2023 - £205,625).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023 - £1,321).

8.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	34,557	10,770
		34,557	10,770

9.	Interest payable and similar expenses
		2024	2023
		£	£

	Bank interest payable	69,519	39,763
		69,519	39,763

Page 26

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	20,516	292,784
Adjustments in respect of previous periods	(33)	-
	20,483	292,784

Total current tax	20,483	292,784

Deferred tax
Origination and reversal of timing differences	34,968	12,913
Total deferred tax	34,968	12,913


		55,451	305,697

Page 27

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Profit on ordinary activities before tax

170,455

600,860

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	42,614	141,322
Effects of:
Non-tax deductible amortisation of goodwill and impairment	17,523	129,795
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	5,138	2,220
Fixed asset differences	22,372	31,059
Adjustments to tax charge in respect of prior periods	(33)	-
Remeasurement of deferred tax for changes in tax rates	-	738
Movement in deferred tax not recognised	-	563
Other differences leading to an increase (decrease) in the tax charge	(32,010)	-
Marginal relief	(153)	-
Total tax charge for the year	55,451	305,697

Factors that may affect future tax charges

Trading losses of £415,668 and capital losses of £619,621 are carried forward and are available to reduce the tax arising from future profits.

Page 28

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 January 2024	3,171,832
	Disposals	(682,965)
	On acquisition of subsidiaries	139,209
	At 31 December 2024	2,628,076
	Amortisation
	At 1 January 2024	1,305,215
	Charge for the year on owned assets	144,206
	On disposals	(682,965)
	At 31 December 2024	766,456
	Net book value
	At 31 December 2024	1,861,620
	At 31 December 2023	1,866,617

Page 29

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets
	Group

	Short-term leasehold property	Office equipment	Total
	£	£	£
Cost or valuation
At 1 January 2024	420,853	537,058	957,911
Additions	-	70,025	70,025
Acquisition of subsidiary	-	14,405	14,405
Disposals	(342,022)	(459,403)	(801,425)
At 31 December 2024	78,831	162,085	240,916
Depreciation
At 1 January 2024	409,957	511,260	921,217
Charge for the year on owned assets	10,896	25,704	36,600
Transfers intra group	-	12,778	12,778
Disposals	(342,022)	(454,790)	(796,812)
At 31 December 2024	78,831	94,952	173,783
Net book value
At 31 December 2024	-	67,133	67,133
At 31 December 2023	10,897	25,798	36,695

Page 30

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Tangible fixed assets (continued)

	Company

	Short-term leasehold property	Office equipment	Total
	£	£	£
Cost or valuation
At 1 January 2024	420,853	503,187	924,040
Additions	-	15,998	15,998
Disposals	(342,022)	(439,526)	(781,548)
At 31 December 2024	78,831	79,659	158,490
Depreciation
At 1 January 2024	409,957	487,145	897,102
Charge for the year on owned assets	10,896	12,516	23,412
Disposals	(342,022)	(439,526)	(781,548)
At 31 December 2024	78,831	60,135	138,966
Net book value
At 31 December 2024	-	19,524	19,524
At 31 December 2023	10,897	16,042	26,939

Page 31

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	2,130,230
	At 31 December 2024	2,130,230

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Berkeley Scott Limited	Same as parent company	Ordinary	100%
	Quantica Limited	Same as parent company	Ordinary	100%

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

Quantica Group Limited	Same as parent company	Ordinary	100%
Quantica Solutions Limited	Same as parent company	Ordinary	100%
Xpress Recruitment Limited	Same as parent company	Ordinary	100%

Page 32

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Other debtors	1,074,897	500,000	1,074,897	500,000
	1,074,897	500,000	1,074,897	500,000

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

Due within one year
Trade debtors	2,882,870	4,059,158	54,928	93,412
Other debtors	150,788	266,205	106,491	264,868
Prepayments and accrued income	98,724	135,844	83,118	89,982
Deferred taxation	20,331	74,961	6,579	6,982
	3,152,713	4,536,168	251,116	455,244

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

Cash at bank and in hand	1,695,808	1,608,460	39,820	527,945
Less: bank overdrafts	-	(1,612,826)	-	-
	1,695,808	(4,366)	39,820	527,945

Page 33

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Bank overdrafts	-	1,612,826	-	-
Other loans	527,326	-	-	-
Trade creditors	298,462	107,281	142,522	11,105
Amounts owed to group undertakings	-	-	1,288,715	612,980
Corporation tax	62,598	292,784	19,881	34,261
Other taxation and social security	977,539	1,060,434	-	610,882
Other creditors	1,009,570	1,085,134	66,149	44,807
Accruals and deferred income	423,054	756,870	274,083	572,449
	3,298,549	4,915,329	1,791,350	1,886,484

Bank overdrafts are secured on the book debts of the group.

17.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£	£

Other loans	806,007	-
	806,007	-

18.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2024	2023
		£	£

Amounts falling due within one year
Other loans	527,326	-
Amounts falling due 1-2 years
Other loans	806,007	-


	1,333,333	-

Page 34

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	1,695,808	1,608,460	39,820	527,945

Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.

Page 35

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Deferred taxation
	Group

		2024
		£

	At beginning of year	74,961
	Charged to profit or loss	(34,968)
	Arising on business combinations	(19,662)
	At end of year	20,331

Company

		2024
		£

	At beginning of year	6,982
	Charged to profit or loss	(403)
	At end of year	6,579

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

Accelerated capital allowances	13,613	58,711	5,471	5,891
Short term timing differences	6,718	16,250	1,108	1,091
	20,331	74,961	6,579	6,982

A deferred tax asset amounting to £103,917 (2023 - £1,555,881) has not been recognised on the basis that there is insufficient evidence that the related tax losses will be utilised. Deferred tax has been calculated at a rate of 25%.

Page 36

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

339,645,061 (2023 - 339,645,100) Ordinary shares of £0.0001 each	33,965	33,965
213,067,300 (2023 - 213,067,300) Deferred Ordinary shares of £0.0199 each	4,240,039	4,240,039

	4,274,004	4,274,004

22.

Reserves

Share premium account

Represents the excess of the proceeds from the issue of shares over the nominal value of shares issued less related issue costs.

Capital redemption reserve

Relates to the cancellation of the Company’s own shares.

Other reserves

The capital contribution reserve represents contributions from shareholders.

Profit and loss account

This represents the cumulative profit / (loss) from the Group.

23.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund.

Page 37

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	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	323,563	251,279	68,195	251,279
Later than 1 year and not later than 5 years	364,318	216,415	92,949	216,415
	687,881	467,694	161,144	467,694

25.	Related party transactions
	The group has taken advantage of the exemption under paragraph 33.1A of FRS 102 and has not disclosed transactions with other wholly owned group companies.

		2024	2023
		£	£

Loans in the year to companies owned by a close relative of the controlling party	330,000	710,000
Loans to companies owned by a close relative of the controlling party outstanding at the year end	1,040,000	710,000
Services provided by a company with common directors	360,738	297,256
Services provided to a company with common directors	125,244	828,102
Amounts due from a company with common directors	57,304	102,155
Amounts due to a company with common directors	36,787	2,381
Services provided by a company under common control	120,000	120,000
Loan in the year from a company under common control	1,500,000	-
Loan from a company under common control oustanding at the year end	1,333,333	-
Interest payable on loan from a company under common control	15,865	-
Management fees payable to a company under common control	20,000	-

26.	Controlling party

The ultimate controlling party of the Company is P. A. Bell.

Page 38

THE KELLAN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.

Subsidiary exemption from audit

The directors consider that the group is entitled to exemption from the requirement to have an audit of its subsidiary undertakings under the provisions of section 479A of the Companies Act 2006 ("the Act") and members have not required any of the subsidiaries to obtain an audit for the year in question in accordance with section 476 of the Act.

Quantica Limited, Quantica Group Limited, Quantica Solutions Limited and Xpress Recruitment Limited, all 100% subsidiaries, have claimed exemption under section 479A.

Page 39