REGISTERED NUMBER: 14941580 (England and Wales)

Strategic Report, Report of the Director and

Audited Financial Statements for the Period 29 February 2024 to 31 March 2025

for

CBSButler Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

5

Report of the Independent Auditors

7

Income Statement

11

Other Comprehensive Income

12

Statement of Financial Position

13

Statement of Changes in Equity

14

Statement of Cash Flows

15

Notes to the Statement of Cash Flows

16

Notes to the Financial Statements

17

DIRECTOR:

N M Imam

REGISTERED OFFICE:

Grosvenor House

London Road

Redhill

RH1 1LQ

REGISTERED NUMBER:

14941580 (England and Wales)

SENIOR STATUTORY AUDITOR:

Alan Kaye FCA

AUDITORS:

BBK Partnership

Chartered Accountants

& Statutory Auditors

1 Beauchamp Court

10 Victors Way

Barnet

Hertfordshire

EN5 5TZ

The director presents their strategic report for the period 29 February 2024 to 31 March 2025.

FAIR REVIEW OF BUSINESS

The company was dormant in the prior year to 28 February 2024. In March 2024 the company acquired the trade and assets of Staffing 360 Solutions Limited. The accounting period was then changed to the thirteen months ended 31 March 2025 to align with the parent company.

The trade acquired was substantially loss making and required a reorganisation of the overhead base. Post acquisition, the senior management team of the company completed three main cost-cutting measures:

1. The trade was previously in a company that was a subsidiary of a US-listed company. The hierarchical and associated operating costs at that point were not representative of the new business requirements, causing significant financial strain. A redundancy programme was completed to restructure the organisation;

2. The previous company had two leased offices: one in the head office where the majority of the staff resided and a second in London which was only partially occupied. This second lease was exited; and

3. The largest customer of the acquired trade had very low margins and long payment terms which, due to how the customer was funded, resulted in a cash drain on the business. This client was exited upon completion.

As a result of the above items, the company incurred exceptional reorganisation costs of £543,000 during the period. This contributed to the loss after tax for the period of £515,189. The senior management team focuses on underlying EBITDA to run the business, defined as profit before tax plus interest plus exceptional costs. The underlying EBITDA result for the period of £583,686 represented a satisfactory result, given the reorganisation work that took place for the first half of the period.

FUTURE OUTLOOK AND PROSPECTS

The company operates across numerous specialist sectors - engineering, IT, defence, aviation and security which are affected by different macroeconomic factors. The forecast for the company suggests that the IT and engineering sectors will remain broadly flat (especially in the UK) whilst there exist growth opportunities within the aviation, defence and security sectors, particularly overseas. Management intends to capitalise upon these opportunities by investing in these growth sectors.

Results post period-end have continued in line with the current period.

PRINCIPAL RISKS AND UNCERTAINTIES

There are two main risks and uncertainties within the labour market.

Firstly, due to the multiple industry sectors within the customer portfolio, the company is subject to broad macro-economic trends. When consumer demand decreases or the economy is weak, perm placements tend to decline but is often mirrored by an increase in contracting. The management team mitigate this by maintaining an appropriate split between perm and contracting and by investing headcount into growth areas.

Secondly, the labour market is heavily regulated and subject to political whims. In 2025, the government ratified the new Employment Rights Act 2025, due to come in across 2026 and 2027. Whilst the new employment law changes included within the Act were extensive, in reality they have little impact on the operations of the business and therefore the management believe the company has sufficient in-house knowledge, experience and systems to accommodate the changes.

KEY PERFORMANCE INDICATORS

The continuous measurement and monitoring of the business performance is a critical element of the management

process. In order to provide consistent and comprehensive information the Company use a number of key performance indicators (KPI's) to provide a timely and well-balanced review of the financial performance against predefined targets.

The key performance indicators used in the management of the business are as follows:

2025

2024

£

£

Turnover

36,879

-

Gross Profit

5,312

-

Gross Profit Margin

14.4%

-

Underlying EBITDA

584

-

Operating Profit/(Loss)

(515)

-

Profit/(Loss) for the year

(515)

-

Other key KPI's that demonstrate the level of performance in different parts of the business include:

Average salary levels

Performance against budget and prior year.

The directors are satisfied with the KPI's delivered in the year and is confident that expected performance levels can be maintained for the foreseeable future.

S172 STATEMENT

The purpose of the strategic report in the Act is to inform members of the company and help them assess how the director has performed their duty under section 172. To fulfil this duty, a director must act in the way he considers, in good faith, would be the most likely to promote the success of the company for the benefit of shareholders as a whole and in doing so, have regard to several broader matters.

a. Issues, Factors & Stakeholders

The director considered that in order for the company to grow, it is necessary to hire experienced and reliable billers in sectors that are in growth. To mitigate this, the management team continue to build a talent pool to enable them to bring in experienced recruiters to bolster the billing team.

Management produced weekly schedules of financial and transactional performance. These reports collate a wider suite of management information from which Management Accounts and Board packs are produced for analysis. Analysis and review take place each month as part of the Board Meetings. During which, broader issues that are set to or could affect the business are discussed. Appropriate minutes are produced to track agreed action points.

The business acts responsibly to ensure it meets with views of the wider community & environment.

b. Engagement

We analysed internal staffing structures and strategy to ensure the management team engaged their experience and knowledge of scaling to support the relevant departments/operational teams. The management team recognised the need to create junior line-management positions to facilitate career development.

Regular appraisal, review and workshops are undertaken to deliver core values, training modules and support succession/career opportunities.

c. Business relationships

The management team engages with a variety of stakeholders, including customers, competitors and suppliers, to inform and enable balanced decisions that incorporate multiple viewpoints whilst maintaining the team's focus on growth, service and compliance. Examples of the team's engagement with such stakeholders include:

-Regular dialogue with the REC and other trade bodies regarding upcoming employment law changes; and

-Discussions with overseas payroll providers to maintain compliance with overseas tax laws.

d. Decision making

Throughout the trading period and with continuity, the management team have been driven by their own personal targets and collective goals and milestones. We have throughout the years strived to deliver high levels of customer satisfaction, including accuracy and transparency, not only to those customers, but also to external and internal employees & contractors alike.

The management team seek to, act fairly, with good conduct and ensure decision making is not just about benefits to shareholders but that which provides continued high regard, reputation and thought towards the community and the environment it operates within.

ON BEHALF OF THE BOARD:

N M Imam - Director

11 May 2026

The director presents their annual report and financial statements for the period ended 31 March 2025. Certain information not shown in the Directors' Report is shown in the Strategic Report instead in accordance with Section 414C(11) of the Companies Act 2006. This includes a business review, future developments and principal risks and uncertainties.

PRINCIPAL ACTIVITY

CBSButler Holdings Limited operates as a recruitment business specialising in the provision of temporary and permanent recruitment solutions across a broad range of UK and international sectors.

DIVIDENDS

No dividends will be distributed for the period ended 31 March 2025.

DIRECTOR

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

report.

N M Imam

Other changes in directors holding office are as follows:

M A Keegan - Resigned on 13 June 2025

A J D Fletcher - Resigned on 13 August 2025

FINANCIAL INSTRUMENTS

Treasury Operations and Financial Instruments

The directors have established a risk and financial management framework whose primary objective is to protect the

company from events that hinder the achievement of performance objective. The object aim to limit the undue counterparty exposure, ensure sufficient working capital and monitor risk at a business unit level. The company's principal financial instruments during the year comprised of inter-company loans. The main purpose of these financial instruments are to provide funding for company operations.

Liquidity Risk

The company manages its cash requirements in order to maximize interest income and minimize interest expense, whilst ensuring the company has sufficient liquid resources to meet the operation needs of the business.

Credit Risk

Trade debtors will be monitored on an ongoing basis and provision may be made for doubtful debts where necessary

DISABLED PERSONS

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

EMPLOYEE INVOLVEMENT

The company's policy is to consult and discuss with employees matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and town-hall meetings which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

Further information on engagement with employees and business relationships can be found within the strategic report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless she is 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 director is 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 director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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 director is 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 she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

BBK Partnership were appointed during the period and have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

ON BEHALF OF THE BOARD:

N M Imam - Director

11 May 2026

Opinion

We have audited the financial statements of CBSButler Holdings Limited (the 'company') for the period ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 loss 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 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.

Other Matters

This is the first period for which BBK Partnership has been appointed as auditors of CBSButler Holdings Limited. In accordance with ISA (UK) 510 "Initial Audit Engagements - Opening Balances", procedures were performed on the opening balances as at 29 February 2024, when the company was dormant. Based on this work, the opening balances have been found to be free from material misstatement.

Emphasis of Matter

We draw attention to the going concern disclosure in Note 2 and the events after the reporting period disclosure in Note 14 to the financial statements, which explain the basis on which the directors have adopted the going concern basis of accounting. These notes describe the company's net liability position at 31 March 2025, the actions taken to restructure the business, the subsequent improvement in trading performance, and the financial support made available by the parent company. These matters are fundamental to an understanding of the financial statements. Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page six, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's operating sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in the financial statements were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities 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.

Alan Kaye FCA (Senior Statutory Auditor)

for and on behalf of BBK Partnership

Chartered Accountants

& Statutory Auditors

1 Beauchamp Court

10 Victors Way

Barnet

Hertfordshire

EN5 5TZ

11 May 2026

TURNOVER

36,878,766

-

Cost of sales

(31,566,965

)

-

GROSS PROFIT

5,311,801

-

Administrative expenses

(5,826,990

)

-

OPERATING LOSS and

LOSS BEFORE TAXATION

(515,189

)

-

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL PERIOD

(515,189

)

-

LOSS FOR THE PERIOD

(515,189

)

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(515,189

)

-

FIXED ASSETS

Intangible assets

6

461,209

-

CURRENT ASSETS

Debtors

7

5,436,969

-

Cash at bank and in hand

92,375

100

5,529,344

100

CREDITORS

Amounts falling due within one year

8

6,505,642

-

NET CURRENT (LIABILITIES)/ASSETS

(976,298

)

100

TOTAL ASSETS LESS CURRENT LIABILITIES

(515,089

)

100

CAPITAL AND RESERVES

Called up share capital

9

100

100

Retained earnings

10

(515,189

)

-

SHAREHOLDERS' FUNDS

(515,089

)

100

The financial statements were approved by the director and authorised for issue on 11 May 2026 and were signed by:

N M Imam - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

100

-

100

Balance at 28 February 2024

100

-

100

Changes in equity

Total comprehensive income

-

(515,189

)

(515,189

)

Balance at 31 March 2025

100

(515,189

)

(515,089

)

Cash flows from operating activities

Cash generated from operations

1

554,179

-

Net cash from operating activities

554,179

-

Cash flows from investing activities

Purchase of intangible fixed assets

(652,990

)

-

Sale of intangible fixed assets

191,086

-

Net cash from investing activities

(461,904

)

-

Cash flows from financing activities

Share issue

-

100

Net cash from financing activities

-

100

Increase in cash and cash equivalents

92,275

100

Cash and cash equivalents at beginning of period

2

100

-

Cash and cash equivalents at end of period

2

92,375

100

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

Period

29/2/24

16/6/23

to

to

31/3/25

28/2/24

£

£

Loss before taxation

(515,189

)

-

Depreciation charges

695

-

(514,494

)

-

Increase in trade and other debtors

(5,436,969

)

-

Increase in trade and other creditors

6,505,642

-

Cash generated from operations

554,179

-

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31 March 2025

31/3/25

29/2/24

£

£

Cash and cash equivalents

92,375

100

Period ended 28 February 2024

28/2/24

16/6/23

£

£

Cash and cash equivalents

100

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 29/2/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

100

92,275

92,375

100

92,275

92,375

Total

100

92,275

92,375

1.	STATUTORY INFORMATION

CBSButler Holdings 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 Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period. This is determined by the completion of a proportion of the service contract. When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Investment are being amortised evenly over their estimated useful life of nil years.

Computer software is being amortised evenly over its estimated useful life of nil years.

Financial instruments

Cash and cash equivalents

Cash and cash equivalents comprises cash on hand and all deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Foreign currency transactions and balances

Transactions in foreign currency are initially recorded at the functional currency rate prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective financial currency of the entity at the rate prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payables are classified as current liabilities of the company does not have an unconditional right at the end of the reporting period to defer settlements of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlements for at least twelve months after the reporting date they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Taxation

Taxation for the period 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 period 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.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Invoice discounting / factoring

The company has entered into an invoice discounting arrangement whereby certain trade receivables are assigned to a finance provider as security for funding advanced to the company. Under the terms of the arrangement, the company retains the risks and rewards of ownership of the receivables and continues to manage the sales ledger. Accordingly, the receivables remain recognised in the balance sheet and amounts advanced by the finance provider are recognised as borrowings within current liabilities. Discounting charges are recognised as finance costs in the income statement over the period of the facility.

Going concern

The company made a loss of £515,189 for the period ended 31 March 2025 and had net liabilities of £515,089 at that date. The loss principally reflected planned reorganisation costs incurred following the acquisition and restructuring of the trade.

The directors have considered forecasts and cash flow projections for a period of at least twelve months from the date of approval of these financial statements, including the year to 31 March 2026, in which management report EBITDA of approximately £0.4m and a broadly break-even profit before tax, and the approved budget for the year to 31 March 2027 which projects EBITDA of approximately £0.8m and profit before tax of approximately £0.4m. The forecasts reflect the reduced cost base, improved permanent recruitment performance and growth in contract gross profit, together with the contribution from EMR Recruitment Limited acquired in August 2025.

The company continues to receive financial support from its parent undertaking, NMI PE Investments Limited, which has confirmed its intention to provide such funding as is necessary to enable the company to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements. Having considered these matters, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and accordingly continue to adopt the going concern basis of accounting in preparing these financial statements.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises

Loans and borrowings

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Employee benefits

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

Change in reporting date

The financial statements for the period ended 31 March 2025 cover 13 months (29 February 2024 to 31 March 2025), whereas the preceding period covered 8 months and 29 days (16 June 2023 to 28 February 2024). Due to the different reporting periods, comparative figures are not directly comparable on a like-for-like basis.

Significant judgements and estimates

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

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

There are no critical accounting judgements.

3.	EMPLOYEES AND DIRECTORS

Period

Period

29/2/24

16/6/23

to

to

31/3/25

28/2/24

£

£

Wages and salaries

2,563,140

-

Social security costs

480,323

-

Other pension costs

103,840

-

3,147,303

-

The average number of employees during the period was as follows:

Period

Period

29/2/24

16/6/23

to

to

31/3/25

28/2/24

Staff

42

-

Period

Period

29/2/24

16/6/23

to

to

31/3/25

28/2/24

£

£

Director's remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

Period

Period

29/2/24

16/6/23

to

to

31/3/25

28/2/24

£

£

Other operating leases

162,065

-

Computer software amortisation

695

-

Auditors' remuneration

10,000

-

Auditors' remuneration - non-audit

2,400

-

Foreign exchange differences

15,477

-

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period ended 31 March 2025 nor for the period ended 28 February 2024.

6.	INTANGIBLE FIXED ASSETS

Computer

Investment

software

Totals

£

£

£

COST

Additions

646,855

6,135

652,990

Disposals

(191,086

)

-

(191,086

)

At 31 March 2025

455,769

6,135

461,904

AMORTISATION

Amortisation for period

-

695

695

At 31 March 2025

-

695

695

NET BOOK VALUE

At 31 March 2025

455,769

5,440

461,209

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

28.2.24

£

£

Trade debtors

3,556,122

-

Other debtors

226,454

-

Prepayments and accrued income

1,475,389

-

Prepayments

179,004

-

5,436,969

-

Trade debtors amounting to £ 3,556,122 (2024: £nil) which have been assigned to Skipton Business Finance Ltd under an invoice discounting facility. The company retains credit risk and collection responsibility for these receivables.