REGISTERED NUMBER: 05714010 (England and Wales)

NEW DIRECTIONS HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 29 JULY 2024 TO 27 JULY 2025

Page

Company Information

1

Group Strategic Report

2

to

5

Report of the Directors

6

to

7

Report of the Independent Auditors

8

to

10

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

to

19

Notes to the Consolidated Financial Statements

20

to

37

DIRECTORS:

Mrs Z T Tune

J B Tune

SECRETARY:

J B Tune

REGISTERED OFFICE:

Lambourne House

Lambourne Crescent

Cardiff

CF14 5GL

REGISTERED NUMBER:

05714010 (England and Wales)

SENIOR STATUTORY AUDITOR:

James Dobson BSc(Hons) FCA

AUDITORS:

MHA

Statutory Auditor

Swansea, United Kingdom

The directors present their strategic report of the company and the group for the period 29 July 2024 to 27 July 2025.

The New Directions group of companies provides recruitment consultancy, specialising in education, training, domiciliary care, social care, professional services and background checking services.

REVIEW OF BUSINESS

Period ended 27 July 2025

Period ended 28 July 2024

£

£

Turnover

57,216,338

70,177,611

Gross profit

13,754,287

16,465,785

Gross profit %

24.04

23.46

EBITDA

931,343

1,265,876

Depreciation & amortisation

432,874

524,419

Operating profit

508,271

730,089

Note: FY'24 was a 16 month period due to a change in the financial year end of New Directions Group companies.

The directors consider the financial performance for the year and financial position at the end of the year to be satisfactory.

PRINCIPAL RISKS AND UNCERTAINTIES

LIQUIDITY RISK

The group seeks to manage liquidity risk by ensuring sufficient cash facilities are in place to support the cashflow requirements of the group.

The group actively maintains a mixture of long-term and short-term debt finance that is designed to ensure that the company has sufficient available funds for its operations.

PRICE RISK

The group is not exposed to any commodity price risks as a result of its operations.

The Board monitors regulatory and economic conditions to ensure that the group remains an example of compliance best practice, while maintaining services that are appropriately priced for sectors under increasing financial pressures.

INTEREST-RATE RISK

Exposure to adverse movements in interest rates and fluctuations in exchange rates during the year are not considered by the directors to be significant risks to the group.

OPERATIONAL PERFORMANCE

The operating profit of £508,271 is less than the prior year figure of £730,090, however the FY'24 period was a 16 month period due to the change of year end accounting date affecting all New Directions Group companies. Taking account of this difference, the Directors are satisfied with the growth in performance of the Group during the current year.

The Directors note the significant impact of UK Government fiscal policy on the results of the Group in Q4 FY'25, with significant inflationary pressures caused by changes to the Employers NI thresholds / rates and significant increases in the National Living Wage.

In addition, investments in IT systems upgrades have been ongoing throughout FY'25 and have absorbed significant resource and focus during the period.

The Directors are excited to leverage the resulting operational improvements, and are forecasting a significant increase in Group profitability in FY'26.

New Directions Education continues to be the largest Education recruitment specialist in Wales with a focus on providing exceptional service and savings to our clients. We continue to invest in various community-based projects, which include the training of our workforce and tailored classes, covering a range of skills, for a significant number of children. The business has plans for continued growth in the UK. During 2025 new offices were opened in the North West of England in Leeds, and there was ongoing growth in this region following investment in previous years. In FY'26 the business plans to expand coverage into new geographical areas with a particular focus on developing further our presence in the North West of England.

Our online business, Checks Direct, which forms part of New Directions Holdings Limited continues to grow and the Directors continue to invest in digital platforms to support future growth. The business provides online DBS checks and vetting services to clients across the UK and has had a successful year, with growth in its client base across private and public sectors. Further growth plans are in place for the future which will include additional products to those currently offered.

We have continued to support the growing need for domiciliary care services with another year of increased turnover and activity. As per prior year, the business continues to grow and will look to expand into new locations during the next 12 months and to offer additional services such as Live In & Childrens care and increased private care.

The Directors are confident the group is well placed to build upon recent results and achieve further growth. Growth continues to be focused on public and private sectors. As anticipated FY'25 was a challenging period, in terms of public spending and our support for such entities, especially with regards to statutory changes in cost of labour supply. However, the Group has weathered this period and invested significantly in Operational systems. The Directors therefore believe that FY'26 will be significantly more profitable.

MEASURES TAKEN TO IMPROVE ENERGY EFFICIENCY

New Directions Group is committed to becoming carbon net zero by 2050. The group's eco-committee, in conjunction with the Shareholders have generated a carbon reduction plan meeting the standards set out in Public Procurement Notice 006. We have effective measurements and understanding of our baseline emissions and are evolving our flightpath to net zero by 2050.

The business continues to operate a hybrid working policy, since the effects of the Covid 19 pandemic, which has allowed staff to work from home, reducing commuting volumes and contributing to lowering our carbon footprint.

The group promotes the use of electric vehicles, with new additions to the fleet and encouraging use of electric chargers at our head office. We have a salary sacrifice scheme to encourage the use of electric vehicles for all staff.

The business in prior years has invested in the installation of 688m2 of inset solar panels at its Cardiff Head Office. The business has seen successful utilisation of the electricity produced, reducing supply from The Grid for operational needs and also for powering the electric chargers for vehicles, generating an impressive 142 MWh of clean electricity over the past year of which 78 MWh went to self consumption. This investment has helped offset more than 75% of our Scope 2 electrical emissions, underscoring our commitment to reducing our carbon footprint. The success of the installation has been recognised with two industry awards.

Looking ahead, we plan to further enhance our sustainability efforts by improving our fleet, investigate battery storage solutions, and transitioning away from gas usage on-site, driving us even closer to our long-term carbon-neutral goals. We are also actively reviewing carbon offsetting options to help accelerate our emissions reductions.

SUPPORTING THE COMMUNITY

Supporting the community is at the heart of what we do, and we are always looking at ways to support as many communities as possible.

We are passionate about offering free training for children and adults. During the year 17,600 primary and secondary age children including benefited from free training on sign language and life saving skills.

Our Santa's Grotto continues to be offered to the community supported by the group and other corporate sponsors. This year engaging over 500 children and their families, in two locations, in our special Christmas experience.

MANAGEMENT OF RISK

The Board regularly reviews the group's exposure to risk; the primary focus being on cash flow management to ensure that commitments in respect of financial borrowings can be met and it is satisfied there are no material financial risks

CREDIT RISK

The majority of the group's customers are Local Authorities or education providers funded by the government. The Group's credit risk is considered low.

The Board monitors regulatory and economic conditions to ensure that the group remains an example of compliance best practice, while maintaining services that are appropriately priced for sectors under increasing financial pressures.

ON BEHALF OF THE BOARD:

J B Tune - Director

18 March 2026

The directors present their report with the financial statements of the company and the group for the period 29 July 2024 to 27 July 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of a management company, providing bespoke business support services.

The principal activity of the subsidiary companies was that of a recruitment consultancy. Further details may be obtained from the financial statements of the subsidiary companies.

DIVIDENDS

No dividends will be distributed for the period ended 27 July 2025.

The company's loss for the period, after taxation, amounted to £273,425 (2024: £281,524).

The group's profit for the period, after taxation, amounted to £222,717 (2024: £366,242).

The group had net assets of £6,749,348 (2024: £6,526,631).

DIRECTORS

The directors shown below have held office during the whole of the period from 29 July 2024 to the date of this report.

Mrs Z T Tune

J B Tune

EMPLOYEES

Our employees are our greatest asset; we continuously invest in their training and development to create an environment for everyone to perform and to realise their individual potential.

Our training and development budget enables the following programmes to be undertaken:

- Comprehensive onboarding process, including a full corporate induction for all new employees

- Mandatory online training modules; incorporating legislative and operational requirements

- Delivery of in-house sales, compliance, legislation, software updates, management, and policy workshops

- Director coaching and mentoring

- Accredited Mental Health First Aid training offered to employees

- Support for staff to undertake a wide range of professional qualifications such as CIPD, ACCA, CIM, ILM, NVQ, CISCO, Microsoft, REC, Prince 2

We are committed to becoming an 'Employer of Choice' and it is testament to our commitment to this objective that the business is regularly nominated and shortlisted for awards such as the UK recruitment industry's (REC) 'Best Company to Work For', 'Recruitment Team of the Year', and 'Back Office Team of the Year', and 'Best Professional Services' at the North Wales Business Awards.

We routinely review our policies and procedures to ensure that they are fit for purpose, add value, and underpin the strategic objectives of the business. Regular and relevant communication with our employees is crucial and we conduct an annual Employee Engagement Survey to benchmark how we are performing. Additionally, we remain committed to our obligations under all applicable legislation to not discriminate unlawfully against any individual(s) with any protected characteristic at any stage of their interaction and relationship with us.

GOING CONCERN AND FUTURE DEVELOPMENTS

The Directors are pleased with this performance and are confident of continued future growth.

After reviewing the company's and the group's forecasts and projections, the Directors have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. The Company and the Group therefore continue to adopt the going concern basis in preparing their consolidated financial statements.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The directors have appropriate third party indemnity provisions in place.

DISCLOSURE IN THE STRATEGIC REPORT

Included in the group's strategic report is a review of the business and a description of the principal risks and

uncertainties facing the group.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, MHA, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J B Tune - Director

18 March 2026

Opinion

We have audited the financial statements of New Directions Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 27 July 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 27 July 2025 and of the group's profit for the period 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 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 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 directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 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 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 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 Statement of Directors' Responsibilities set out on page seven, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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:

- Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.

- Review of legal and professional fees for evidence of legal work undertaken or fines/penalties incurred.

- Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness.

- Reviewing accounting estimates for bias.

- Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud.

- Discussions with management over any potential or suspected fraud.

- Performing audit work over the recognition of revenue on services occurring at the year end to provide assurance over cut-off.

- Performing substantive tests of detail over the completeness/existence of income within the financial system.

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.

James Dobson BSc(Hons) FCA (Senior Statutory Auditor)

for and on behalf of MHA

Statutory Auditor

Swansea, United Kingdom

17 April 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability

partnership in England and Wales (registered number OC455542)

TURNOVER

57,216,338

70,177,611

Cost of sales

43,462,051

53,711,827

GROSS PROFIT

13,754,287

16,465,784

Administrative expenses

13,354,525

15,891,790

399,762

573,994

Other operating income

108,509

156,096

OPERATING PROFIT

4

508,271

730,090

Interest receivable and similar income

2,129

11,368

510,400

741,458

Interest payable and similar expenses

5

95,367

176,403

PROFIT BEFORE TAXATION

415,033

565,055

Tax on profit

6

192,316

198,813

PROFIT FOR THE FINANCIAL PERIOD

222,717

366,242

Profit attributable to:

Owners of the parent

222,717

366,242

PROFIT FOR THE PERIOD

222,717

366,242

OTHER COMPREHENSIVE INCOME

Revaluation reserve

-

1,041,000

Income tax relating to other comprehensive income

-

(260,250

)

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

-

780,750

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

222,717

1,146,992

Total comprehensive income attributable to:

Owners of the parent

222,717

1,146,992

FIXED ASSETS

Intangible assets

8

471,672

494,013

Tangible assets

9

6,522,004

5,692,454

Investments

10

62,942

62,942

Investment property

11

360,000

360,000

7,416,618

6,609,409

CURRENT ASSETS

Debtors: amounts falling due within one year

12

6,144,215

5,055,936

Cash at bank and in hand

760,132

2,727,246

6,904,347

7,783,182

CREDITORS

Amounts falling due within one year

13

5,761,792

6,403,578

NET CURRENT ASSETS

1,142,555

1,379,604

TOTAL ASSETS LESS CURRENT LIABILITIES

8,559,173

7,989,013

CREDITORS

Amounts falling due after more than one year

14

(611,574

)

(454,715

)

PROVISIONS FOR LIABILITIES

18

(1,198,251

)

(1,007,667

)

NET ASSETS

6,749,348

6,526,631

CAPITAL AND RESERVES

Called up share capital

19

102

102

Revaluation reserve

20

1,663,778

1,663,778

Fair value reserve

20

50,305

50,305

Retained earnings

20

5,035,163

4,812,446

SHAREHOLDERS' FUNDS

6,749,348

6,526,631

The financial statements were approved by the Board of Directors and authorised for issue on 17 April 2026 and were signed on its behalf by:

J B Tune - Director

FIXED ASSETS

Intangible assets

8

471,672

494,013

Tangible assets

9

6,503,623

5,678,132

Investments

10

69,244

69,244

Investment property

11

360,000

360,000

7,404,539

6,601,389

CURRENT ASSETS

Debtors: amounts falling due within one year

12

3,115,381

1,590,572

Cash at bank and in hand

285,227

1,829,223

3,400,608

3,419,795

CREDITORS

Amounts falling due within one year

13

6,718,489

6,008,544

NET CURRENT LIABILITIES

(3,317,881

)

(2,588,749

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,086,658

4,012,640

CREDITORS

Amounts falling due after more than one year

14

(611,574

)

(454,715

)

PROVISIONS FOR LIABILITIES

18

(1,198,251

)

(1,007,667

)

NET ASSETS

2,276,833

2,550,258

CAPITAL AND RESERVES

Called up share capital

19

102

102

Revaluation reserve

20

1,663,778

1,663,778

Fair value reserve

20

50,305

50,305

Retained earnings

20

562,648

836,073

SHAREHOLDERS' FUNDS

2,276,833

2,550,258

Company's loss for the financial year

(273,425

)

(281,524

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 17 April 2026 and were signed on its behalf by:

J B Tune - Director

Called up

Fair

share

Retained

Revaluation

value

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 3 April 2023

102

4,360,360

1,019,177

-

5,379,639

Changes in equity

Total comprehensive income

-

452,086

644,601

50,305

1,146,992

Balance at 28 July 2024

102

4,812,446

1,663,778

50,305

6,526,631

Changes in equity

Total comprehensive income

-

222,717

-

-

222,717

Balance at 27 July 2025

102

5,035,163

1,663,778

50,305

6,749,348

Called up

Fair

share

Retained

Revaluation

value

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 3 April 2023

102

1,031,753

1,019,177

-

2,051,032

Changes in equity

Deficit for the period

-

(281,524

)

-

-

(281,524

)

Other comprehensive income

-

85,844

644,601

50,305

780,750

Total comprehensive income

-

(195,680

)

644,601

50,305

499,226

Balance at 28 July 2024

102

836,073

1,663,778

50,305

2,550,258

Changes in equity

Deficit for the period

-

(273,425

)

-

-

(273,425

)

Total comprehensive income

-

(273,425

)

-

-

(273,425

)

Balance at 27 July 2025

102

562,648

1,663,778

50,305

2,276,833

Cash flows from operating activities

Cash generated from operations

1

4,895

1,580,746

Interest paid

(95,367

)

(176,368

)

Interest element of hire purchase payments paid

-

(35

)

Tax paid

(1,727

)

(329,077

)

Net cash from operating activities

(92,199

)

1,075,266

Cash flows from investing activities

Purchase of intangible fixed assets

(45,206

)

(219,834

)

Purchase of tangible fixed assets

(1,334,792

)

(697,891

)

Sale of intangible fixed assets

-

(3,164

)

Sale of tangible fixed assets

163,361

102,225

Interest received

2,129

11,368

Net cash from investing activities

(1,214,508

)

(807,296

)

Cash flows from financing activities

Loan repayments in year

(589,120

)

(800,010

)

Capital repayments in year

(66,944

)

38,688

Amount introduced by directors

-

276,130

Amount withdrawn by directors

(4,343

)

(277,454

)

Net cash from financing activities

(660,407

)

(762,646

)

Decrease in cash and cash equivalents

(1,967,114

)

(494,676

)

Cash and cash equivalents at beginning of period

2

2,727,246

3,221,922

Cash and cash equivalents at end of period

2

760,132

2,727,246