REGISTERED NUMBER: 07701840 (England and Wales)

COMPASS RECRUITMENT SOLUTIONS LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Income and Retained Earnings

9

Balance Sheet

10

Notes to the Financial Statements

11

DIRECTORS:

H R F Elphick

S A Leighton-Smith

M R Jeffreys

C B Russell

REGISTERED OFFICE:

Compass House

8a High Street

Portsmouth

Hampshire

PO6 3BZ

REGISTERED NUMBER:

07701840 (England and Wales)

SENIOR STATUTORY AUDITOR:

Tom Young FCA

AUDITORS:

Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

The directors present their strategic report for the year ended 31 March 2025.

Business Review

Compass Recruitment Solutions ("CRS") is an award-winning recruitment solutions business focussed on companies and investors across the health, care, education and life sciences markets in the UK and increasingly internationally.

Operating under the Compass Carter Osborne ("CCO"), Compass Associates, and Carrot Recruitment ("CP") brands, it provides a full, integrated service offering from retained senior executive search through to contingent recruitment of permanent personnel, with coverage across C-suite, management, commercial, clinical, and back-office appointments.

The business has an established track record of differentiating itself through superior knowledge of its sectors, which enables its consultants to identify strong candidate pools, fill vacancies and cross sell services between search and recruitment. This combined with a high-touch service enables it to deliver best in class recruitment for its clients and candidates - we deliver solutions, we build relationships and we are dedicated.

CRS is an award-winning company, including Health Investor's Recruiter of the Year Award having been winners in 2024, 2023, 2021, 2019 and 2017, HealthInvestor's, Search Firm of the Year award in both 2022 and 2024 and of Laing Buisson's Recruiter Award 2019. The company also continued to build its brands through thought leadership content, roundtables, conference attendance, and as a strategic partner to the European Healthcare Investor Association, the largest association of private capital providers investing in healthcare companies in Europe.

Investment by Cow Corner

The group continued investment from Cow Corner Investing, has enabled the company to accelerate organic and inorganic growth to build scale in the health, care, education and life science sectors under the CRS house of brands. In May 2024, CRS completed the strategic acquisition of Carter Schwartz, a leading Executive Search boutique, and merging it with Compass Executives to form Compass Carter Osborne. Further to this, in September 2025, CRS completed the acquisition of Consult Search which adds to our life science offering in medical technologies in both the UK and Internationally. Strategically this complements Carrot Recruitment.

People

Our aim is to empower our staff to dream bigger, reach higher, and make their ambitions a reality. To do this, they must deliver excellent levels of customer service and consistently exceed expectations when working with client partners. Our people are at the heart of how we achieve this, supported by a strong internal culture and a successful employee retention programme.

Our Gold accreditation with Investors in People reflects that we remain an employer of choice, with long tenure and ordinarily low levels of turnover for the sector. The group is an equal opportunities employer and is committed to diversity and inclusion in the workplace. Cultural Intelligence and Environmental, Social and Governance policies are well established across the business, driving awareness and education about a variety of initiatives, together with opportunities for all employees to play an active role in the Charity & Community Committee. Our focus on ensuring that women within the company are inspired to thrive and fulfil ambitions continues to be successfully facilitated through internal initiatives.

In addition, we have invested significantly in employee development and training to future-proof our workforce. This includes upskilling teams in AI and automation to ensure they remain at the forefront of recruitment technology. Our partnership supports leadership development and equips consultants with advanced skills in specialist recruitment practices. We also successfully launched our mentorship programme, providing direct access to senior leadership guidance and fostering a culture of learning and collaboration across the business.

FINANCIAL PERFORMANCE

Market conditions were challenging across the general staffing market as widely reported in the press. Despite revenues declining slightly we continued to see growth in our retained offering via Compass Carter Osborne, the C-suite search brand for the investor backed community, with a large number of high-profile clients generating repeat revenue. We have gained considerable market share across the LTM.

Key Performance Indicators (KPI's)

The year was one of purposeful investment and foundation setting for the next 5 years and beyond. We deployed significant funding into AI and automation, websites and continued expansion into the US to enhance diversification through new geographies, together with enhanced training across the group to enable agile trading across sectors to facilitate allocation of resources appropriately. Additionally, we invested significant Capex into our facilities and IT infrastructure, future proofing against potential cyber threats that have plagued many CRM based businesses of late.

The group maintained a strong cash position and a healthy balance sheet position for the year ended 31 March 2025. Operating costs included a number of one-off exceptional costs (mentioned above) in the year ended 31 March 2025 including deal fees, new website, expansion costs and technology.

PRINCIPAL RISKS AND UNCERTAINTIES

The group is highly diversified by client, seniority of appointment and sub market, so the principal risk and uncertainties relate to liquidity. Economic uncertainty and challenging market conditions continue across the UK and more widely across the world, which may result in lower levels confidence resulting in delays in client decision making and candidates being more reluctant to accept offers. Additional to this is the general lack and declining levels of vacancies.

Liquidity risks are managed by ensuring an effective credit control process, careful consideration of working capital requirements and future financial forecasts.

Future Prospects and Outlook

The group remains focussed on organic and acquisitive growth in the markets we operate in. Future M&A targets will be those with a temporary / contract offering that offers new shape to our revenue generation.

The Board continually reviews its budget, forecasts and cash position and believes the group has adequate resources to continue in operational existence for the period ending 31 March 2026.

The directors are confident the group will continue to drive strong performance in its business and enhance our offerings to our clients.

The directors are not aware, at the date of this report, of any likely major changes in the group's activities in the next year.

ON BEHALF OF THE BOARD:

S A Leighton-Smith - Director

24 December 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of human resources provision and management of human resources functions.

DIVIDENDS

Dividends were distributed during the year ended 31 March 2025 totalling £4,133,120 (2024: £Nil).

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

H R F Elphick

S A Leighton-Smith

M R Jeffreys

C B Russell

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Hopper Williams & Bell Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S A Leighton-Smith - Director

24 December 2025

Opinion

We have audited the financial statements of Compass Recruitment Solutions Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, 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 company's affairs as at 31 March 2025 and of its 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 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 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 in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, and the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the company.

- We obtained an understanding of how the company is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review legal and professional costs.

- We assessed the susceptibility of the company's financial statements to material misstatement, including the risk of

fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Tom Young FCA (Senior Statutory Auditor)

for and on behalf of Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

24 December 2025

TURNOVER

-

-

Administrative expenses

(16,000

)

-

(16,000

)

-

Impairment of investments

(900,969

)

-

OPERATING LOSS

(916,969

)

-

Income from shares in group undertakings

5,792,741

-

4,875,772

-

Interest payable and similar expenses

4

(218,951

)

(217,286

)

PROFIT/(LOSS) BEFORE TAXATION

4,656,821

(217,286

)

Tax on profit/(loss)

5

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

4,656,821

(217,286

)

Retained earnings at beginning of year

(217,286

)

-

Dividends

6

(4,133,120

)

-

RETAINED EARNINGS AT END OF YEAR

306,415

(217,286

)

FIXED ASSETS

Investments

7

4,286,884

4,286,884

CURRENT ASSETS

Debtors

8

-

4,133,120

CREDITORS

Amounts falling due within one year

9

(2,609,178

)

(7,136,811

)

NET CURRENT LIABILITIES

(2,609,178

)

(3,003,691

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,677,706

1,283,193

CREDITORS

Amounts falling due after more than one year

10

(1,371,281

)

(1,500,469

)

NET ASSETS/(LIABILITIES)

306,425

(217,276

)

CAPITAL AND RESERVES

Called up share capital

13

10

10

Retained earnings

14

306,415

(217,286

)

SHAREHOLDERS' FUNDS

306,425

(217,276

)

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

S A Leighton-Smith - Director

1.	STATUTORY INFORMATION

Compass Recruitment Solutions Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with "The Financial Reporting Standards applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

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 £1.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Compass Recruitment Solutions Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Cow Corner Investments (No. 7) Limited, 1 Air Street, Brighton, BN1 3FB.

Investments in subsidiaries

Investment in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversal of impairment losses are recognised immediately in the income statement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Financial assets

The Company has elected to apply the provision of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

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

Basic financial assets, which include trade and other receivables and cash and bank balances are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Financial liabilities

Basic financial liabilities which include trade and other payables, are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of the proceeds received net of direct issue costs. Dividend's payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2025 nor for the year ended 31 March 2024.

The average number of employees during the year was NIL (2024 - NIL).

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

218,951

217,286

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024.

6.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £0.0001 each

Interim

4,133,120

-

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

4,286,884

Additions

900,969

Impairments

(900,969

)

At 31 March 2025

4,286,884

NET BOOK VALUE

At 31 March 2025

4,286,884

At 31 March 2024

4,286,884

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

-

4,133,120

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 11)

395,844

466,014

Amounts owed to group undertakings

2,210,366

6,670,797

Other creditors

2,968

-

2,609,178

7,136,811

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans (see note 11)

1,371,281

1,500,469

11.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank loans - less than 1 year

395,844

466,014

Amounts falling due between one and two years:

Bank loans - 1-2 years

398,325

469,745

Amounts falling due between two and five years:

Bank loans - 2-5 years

972,956

1,030,724

12.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

1,767,125

1,966,483

The bank loan comprises a term loan repayable over 4.5 years (2024: 4.2 years) from the balance sheet date and is secured by way of a fixed and floating charges over the assets of the company and its subsidiaries. Interest is charged at the Bank of England base rate plus margin for the duration of the loan.

The comparatives included above are as a result of refinancing of the bank loan during the year. The comparative loan was provided by Shawbrook bank. The facility was refinanced with Barclays Bank UK PLC on 14 January 2025.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

101,770

Ordinary

£0.0001

10

10

3,000

Ordinary B

£0.0001

-

-

10

10

The ordinary shares have attached to the full voting, dividend and capital distribution (including on winding up) rights as detailed in the Articles of Association.

The ordinary B shares have attached full dividend and capital distribution (including on winding up) rights as declared in the Articles of Association. They do not include any voting rights.

14.

RESERVES

Retained

earnings

£

At 1 April 2024

(217,286

)

Profit for the year

4,656,821

Dividends

(4,133,120

)

At 31 March 2025

306,415

15.	RELATED PARTY DISCLOSURES

Cow Corner Investments (No. 7) Limited

Parent company

At the balance sheet, the company owed £880,000 (2024: was owed £4,133,120) to Cow Corner Investments (No. 7) Limited, which is included within intercompany creditors.

Compass Associates Limited

Subsidiary company

At the balance sheet, the company owed £1,330,366 (2024: £5,011,176) to Compass Associates Limited, which is included within intercompany creditors.

Carrot Pharma Recruitment Ltd

Subsidiary company

At the balance sheet, the company owed £Nil (2024: £1,659,621) to Carrot Pharma Recruitment Ltd, which was included within intercompany creditors.

16.	POST BALANCE SHEET EVENTS

On 4 September 2025, the company acquired 100% of the share capital of Consult Search & Selection Ltd.

17.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Cow Corner Investments (No. 7) Limited.

The ultimate controlling company is Cow Corner Nominees Limited.

The ultimate controlling party is L Campbell and M Rourke.