REGISTERED NUMBER: 09608670 (England and Wales)

STRATEGIC REPORT, DIRECTOR'S REPORT AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MAY 2025

FOR

MARKETPLACE DIRECT LIMITED

Page

Company Information

1

Strategic Report

2

Director's Report

5

Report of the Independent Auditors

7

Income Statement

10

Other Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Statement of Cash Flows

15

Notes to the Financial Statements

17

DIRECTOR:

Mr M G Shahata

REGISTERED OFFICE:

167 - 169 Great Portland Street

London

W1W 5PF

REGISTERED NUMBER:

09608670 (England and Wales)

INDEPENDENT AUDITORS:

Watergates Ltd (Statutory Auditor)

109 Coleman Road

Leicester

Leicestershire

LE5 4LE

The director presents his strategic report for the year ended 31st May 2025.

REVIEW OF BUSINESS

The director is pleased with the progress made this year. Although the Company turnover during the year decreased by 25.6% to £41.0m (2024: £51.6m), profit before tax increased to to £1.4m (2024: £0.5m).

EBITDA during the year was £1.4m (2024: £0.5m). Net assets were £1.3m (2024: 0.4m).

The reduction in revenue is in line with director's expectations given the scale down of business as explained in the notes to the accounts.

PRINCIPAL RISKS AND UNCERTAINTIES

The director considers the key risks to the business through a framework of policies, procedures and internal controls. All policies are subject to board approval and ongoing review by management. Compliance with regulations, legal and ethical standards is a high priority for the Company and the finance department takes on an important oversight role in this regard, to ensure that a proper internal control framework exists to manage financial risks and that the controls operate effectively.

Interest rate risk

The Company finances its operations through retained profit and external financing. Management periodically reviews its funding structures to ensure an optimal structure is in place, bearing in mind the commercial needs of the wider company and relevant legislation.

Liquidity risk

The Company seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Health and Safety

The Company endeavours to deliver its services with the highest regard to principles of health and safety, with the overall aim of promoting a safety culture that is based on communication throughout all levels of the organisation.

Human Resources

The Company's employees are its most important resource. It is essential to the future success of the business that a skilled and motivated workforce is retained.

SECTION 172(1) STATEMENT

Director Duties

Section 172 of The Companies Act 2006 states that a director of a company must act in the way it considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

a. The likely consequences of any decision in the long term;

b. The interests of the Company’s employees;

c. The need to foster the Company’s business relationships with suppliers, customers and others;

d. The impact of the Company’s operations on the community and the environment;

e. The desirability of the Company maintaining a reputation for high standards of business conduct; and

f. The need to act fairly as between members of the company.

The following outlines how the directors have fulfilled their responsibilities under Section 172 during the financial year:

Decision Making

In the performance of its duty to promote the success of the company, the company reviews and considers the various stakeholders when making decisions. The company understands the potential impacts of the decisions it makes on the various shareholders and ensures it makes the decisions in the best interest of all parties including customers, suppliers, employees and the wider community; whilst focusing on decisions that support the long-term sustainability and growth of the company.

Employees

Our employees are at the heart of our success. We have fostered a culture of open communication and continuous improvement. We prioritise their well-being and professional development through various initiatives, including training programs and regularly engaging with employees, obtaining feedback in respect of areas which require improvement. By fostering a positive and inclusive work environment, we aim to boost morale, productivity, and retention.

Business Relationships

Strong relationships with suppliers, customers, and other business partners are essential to our operations. We strive for fairness and collaboration in all our dealings, ensuring mutual benefits. Efforts have been made to enhance our customer service and strengthen supply chain resilience. Through focusing on customer satisfaction, supplier reliability, collaborative partnerships, stakeholder engagement, and sustainability, we aim to create lasting value and ensure the continued growth and prosperity of the company. Our commitment to these relationships is rooted in our belief that sustainable and mutually beneficial collaborations are essential to the long-term success of the company.

Community and Environment

The company is dedicated to reducing our environmental impact and contributing to the community. We have implemented measures to minimize waste, increase recyclability, and support local community projects. Our goal is to operate sustainably and be a responsible corporate citizen.

Maintaining High Standards of Business Conduct

Maintaining high standards of business conduct is crucial. We adhere to a comprehensive Code of Conduct that emphasises integrity, fairness, and respect. Compliance with legal and regulatory requirements is monitored through regular audits and training programs to ensure all employees understand and uphold these standards.

Shareholders' Interests

We ensure that our shareholders are kept informed about the company's performance and strategic direction through regular updates and meetings. Balancing short-term returns with long-term growth is a key focus, aiming to provide sustainable value to our shareholders.

FINANCIAL KEY PERFORMANCE INDICATORS

Given the nature of the business, the director had determined certain key performance indicators to help them to both understand and manage the growing customer base. These are monitored closely on at least a monthly basis and the Company will continue to monitor those measures that are key to ensuring that the Company remains profitable. The KPI's are regularly circulated to the key management team to ensure full visibility by those helping to drive the business forward.

Turnover and EBITDA are seen as key performance indicators, as margins for these businesses need to be healthy due to significant staff costs and other overheads. These have been disclosed above.

FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES

The director ensures wherever possible that the business objectives are aligned with risk management. The director is responsible for maintaining sound systems of internal control that provide reasonable assurance that the Company will not be hindered in achieving its business objectives by circumstances that are not foreseen.

No major risks have been identified other than those relating to the uncertainties and challenges set out above. In this respect, the director has built up a strong team of staff with whom they work closely on a regular basis to ensure these risks are mitigated effectively.

ON BEHALF OF THE BOARD:

Mr M G Shahata - Director

29th May 2026

The director presents his report with the financial statements of the Company for the year ended 31st May 2025.

PRINCIPAL ACTIVITY

The principal activity of the Company in the year under review was that of labour supply.

DIVIDENDS

No interim dividend was paid during the year. The director recommends a final dividend of £1,253.08 per share.

The total distribution of dividends for the year ended 31st May 2025 will be £ 125,308 .

FUTURE DEVELOPMENTS

Management will continue to seek opportunities to maximise turnover and profitability.

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.

DIRECTOR

Mr M G Shahata held office during the whole of the period from 1st June 2024 to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

Donations during the year related to charitable donations only.

GOING CONCERN

The director continues to adopt the going concern basis in preparing the financial statements. His assessment of going concern is presented in note 2.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Strong relationships with suppliers, customers, and other business partners are essential to our operations. We strive for fairness and collaboration in all our dealings, ensuring mutual benefits. Efforts have been made to enhance our customer service and strengthen supply chain resilience. Through focusing on customer satisfaction, supplier reliability, collaborative partnerships, stakeholder engagement, and sustainability, we aim to create lasting value and ensure the continued growth and prosperity of the company. Our commitment to these relationships is rooted in our belief that sustainable and mutually beneficial collaborations are essential to the long-term success of the company.

STREAMLINED ENERGY AND CARBON REPORTING

Given the nature of the company, there are no emissions or energy consumption other than trivial incidental use.

Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used GHG Reporting Protocol - Corporate Standard and have used the 2023 UK Government's Conversion Factors for Company Reporting.

Measures taken to improve energy efficiency

The directors will continue to promote minimal energy usage as is currently the case to maintain reduced CO2 emmissions.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Director's Report 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he 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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 him to ensure that the financial statements comply with the Companies Act 2006. He 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 he 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, Watergates Ltd (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M G Shahata - Director

29th May 2026

Opinion

We have audited the financial statements of Marketplace Direct Limited (the 'Company') for the year ended 31st May 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 31st May 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 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 Director's Report, 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.

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 are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to health and safety regulations. We performed audit procedures to inquire of management and those charged with governance whether the company is in compliance with these laws and regulations and inspected correspondence with regulatory authorities as appropriate.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

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.

Nazir Malida FCCA (Senior Statutory Auditor)

for and on behalf of Watergates Ltd (Statutory Auditor)

109 Coleman Road

Leicester

Leicestershire

LE5 4LE

29th May 2026

TURNOVER

4

41,047,478

51,563,702

Cost of sales

(29,782,119

)

(41,642,237

)

GROSS PROFIT

11,265,359

9,921,465

Administrative expenses

(9,829,562

)

(9,399,973

)

OPERATING PROFIT

6

1,435,797

521,492

Interest receivable and similar income

438

-

1,436,235

521,492

Interest payable and similar expenses

7

(3,443

)

(628

)

PROFIT BEFORE TAXATION

1,432,792

520,864

Tax on profit

8

(367,011

)

(140,087

)

PROFIT FOR THE FINANCIAL YEAR

1,065,781

380,777

PROFIT FOR THE YEAR

1,065,781

380,777

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,065,781

380,777

FIXED ASSETS

Tangible assets

10

-

4,264

CURRENT ASSETS

Debtors

11

3,871,958

-

Cash at bank and in hand

1,454,429

3,823,637

5,326,387

3,823,637

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

12

(3,988,399

)

(3,417,651

)

NET CURRENT ASSETS

1,337,988

405,986

TOTAL ASSETS LESS CURRENT LIABILITIES

1,337,988

410,250

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

13

-

(12,735

)

NET ASSETS

1,337,988

397,515

CAPITAL AND RESERVES

Called up share capital

15

100

100

Retained earnings

16

1,337,888

397,415

SHAREHOLDERS' FUNDS

1,337,988

397,515

The financial statements were approved by the director and authorised for issue on 29th May 2026 and were signed by:

Mr M G Shahata - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st June 2023

100

76,518

76,618

Changes in equity

Dividends

-

(59,880

)

(59,880

)

Total comprehensive income

-

380,777

380,777

Balance at 31st May 2024

100

397,415

397,515

Changes in equity

Dividends

-

(125,308

)

(125,308

)

Total comprehensive income

-

1,065,781

1,065,781

Balance at 31st May 2025

100

1,337,888

1,337,988

Cash flows from operating activities

Cash generated from operations

1

(2,080,473

)

1,990,817

Interest paid

(3,443

)

(628

)

Tax paid

(140,087

)

(53,177

)

Net cash from operating activities

(2,224,003

)

1,937,012

Cash flows from investing activities

Interest received

438

-

Net cash from investing activities

438

-

Cash flows from financing activities

Loan repayments in year

(20,335

)

(6,898

)

Equity dividends paid

(125,308

)

(59,880

)

Net cash from financing activities

(145,643

)

(66,778

)

(Decrease)/increase in cash and cash equivalents

(2,369,208

)

1,870,234

Cash and cash equivalents at beginning of year

2

3,823,637

1,953,403

Cash and cash equivalents at end of year

2

1,454,429

3,823,637

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

31/5/25

31/5/24

£

£

Profit before taxation

1,432,792

520,864

Depreciation charges

853

1,066

Loss on disposal of fixed assets

3,411

-

Finance costs

3,443

628

Finance income

(438

)

-

1,440,061

522,558

(Increase)/decrease in trade and other debtors

(3,871,958

)

180,824

Increase in trade and other creditors

351,424

1,287,435

Cash generated from operations

(2,080,473

)

1,990,817

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:

Year ended 31st May 2025

31.5.25

1.6.24

£

£

Cash and cash equivalents

1,454,429

3,823,637

Year ended 31st May 2024

31.5.24

1.6.23

£

£

Cash and cash equivalents

3,823,637

1,953,403

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.6.24

Cash flow

At 31.5.25

£

£

£

Net cash

Cash at bank and in hand

3,823,637

(2,369,208

)

1,454,429

3,823,637

(2,369,208

)

1,454,429

Debt

Debts falling due within 1 year

(7,600

)

7,600

-

Debts falling due after 1 year

(12,735

)

12,735

-

(20,335

)

20,335

-

Total

3,803,302

(2,348,873

)

1,454,429

1.	STATUTORY INFORMATION

Marketplace Direct 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

GOING CONCERN

The Company uses liquid resources and working capital balances that arise directly from its operations. The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. Liquidity is monitored regularly by reference to forecasts and available facilities.

Cash at bank as at the year end was £1.5m (2024: £3.8m), with net assets of £1.3m (2024: 0.4m).

As explained in note 18, after the year end the company operations and contractual activities were significantly scaled down, which led to a substantial reduction in the company’s revenue levels and employee headcount subsequent to the reporting date.

Following a review of post year end events, the director has carefully considered the potential impact on the company’s future trading performance and cash flows. Whilst these developments represent a change in the level of activity, the company remains in a strong financial position with sufficient cash resources, strong net asset position, no external funding requirements and no significant liabilities.

The financial statements have been prepared on a going concern basis as the director believes that the company has sufficient financial resources to continue operating and to meet its liabilities as they fall due for the foreseeable future.

The financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern. After considering all relevant uncertainties, the directors have a reasonable expectation that the entity has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

TURNOVER

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents supply of labour.

TANGIBLE FIXED ASSETS

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment

losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual

value of each asset over its estimated useful life:

Office equipment - 20% on cost

The carrying values of tangible fixed assets are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement.

IMPAIRMENT OF ASSETS

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

FINANCIAL INSTRUMENTS

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

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include other debtors (including prepayments) and amounts owed by group undertakings, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors (including accruals), and amounts owed to fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

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

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s contractual obligations are discharged, cancelled, or they expire.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of transaction costs.

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 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 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.

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.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

Critical judgements in applying the Company's accounting policies

The directors conclude that there are no critical judgements in applying the Company's accounting policies.

Key source of estimation uncertainty

Depreciation rates are based on estimates of the useful lives and residual values of the assets involved.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the Company.

An analysis of turnover by geographical market is given below:

31/5/25

31/5/24

£

£

United Kingdom

41,047,478

51,563,702

41,047,478

51,563,702

5.	EMPLOYEES AND DIRECTORS

31/5/25

31/5/24

£

£

Wages and salaries

26,770,896

38,016,647

Social security costs

2,919,483

3,501,100

Other pension costs

91,740

124,490

29,782,119

41,642,237

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

31/5/25

31/5/24

Staff

940

1,295

31/5/25

31/5/24

£

£

Director's remuneration

-

-

6.	OPERATING PROFIT

The operating profit is stated after charging:

31/5/25

31/5/24

£

£

Other operating leases

12,000

14,300

Depreciation - owned assets

853

1,066

Loss on disposal of fixed assets

3,411

-

Auditors' remuneration

15,076

15,000

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31/5/25

31/5/24

£

£

Bank interest payable

-

628

Interest on other loans

3,443

-

3,443

628

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31/5/25

31/5/24

£

£

Current tax:

UK corporation tax

367,011

140,087

Tax on profit

367,011

140,087