The directors of Vallum Group Limited present their Strategic Report of the Group for the year ended 31 December 2025.

Under the vision of CEO Malvin Kamara, Valium Group Limited was established in July 2015 and has continued to grow year on year into a specialist recruiter operating globally across various sectors, including Energy & Utilities, Engineering & Renewables, Financial Services, and Tech Practices. The Group connects ambitious talent with pioneering companies.

The Board and Shareholders of the business is formed of 4 individuals :

• Malvin Kamara (CEO) – 10+ years of Transformation & Change Management in the Energy / Utilities market.

• Phil Bland FCCA (CFO) – 40+ years of Financial and Commercial Staffing knowledge.

• Michael Petrie {Chairman) – 30+ years of Executive-level Search experience in the FS markets.

• Kang Kim (COO) - 20+ years of experience in prime services, risk management, and hedge funds.

Over the last five years the business has continued to experience consistent growth across a broad selection of credible and sustainable clients in all four verticals. Several household name clients are considered strategic partners. The Group continues to build and reinforce relationships with new and existing clients, demonstrating mutual respect and continued repeat success.

The business continues to form partnerships with global System Integrators and Consultancies, derived from strong relationships fostered over many years. This provides confidence to our strategic partners that Vallum Group Limited can quickly support their business as a trusted partner and manage their growth requirements.

We continue to maintain strict control over overheads and outgoings which helps to maintain a lean and efficient operation, allowing continued investment in day-to-day practices that further benefit the Group and its clients.

Principal risks and uncertainties

Risk is ubiquitous and sometimes arrives uninvited, as seen with the Covid 19, recent International conflicts, Brexit and Political changes. However, risk continues to present Vallum with opportunities. During the last 12 months the Group has continued to invest in personnel, geographical markets, technology and business complimentary strategies to continue diversifying its verticals in order to meet client and market demands. This has ensured risk mitigation through continued training and development, monitoring of regulatory and legal framework changes, and maintaining strong relationships with our Financial partners ensuring continued strong cash liquidity. The Group has also built resilience against unfavorable conditions with effective credit, liquidity, overhead, and· market risk strategies and plans.

Interest rate risk

The Group continues to finance its operations via a mixture of credit and financing facilities with credible providers and re-investment of profits. Its main exposure to interest risk is via the invoice discounting facility provided by Close Finance whom we have a strong and mutual relationship.

Currency risk

The Group has minimal exposure to foreign currency fluctuations. Where present, such exposures are usually hedged internally with sales and cost of sales being in the same currency.

Credit risk

The Group has implemented financial policies that require appropriate credit checks on all potential customers before sales are made. The amount of exposure to individual customers is subject to limits that are re-assessed regularly by the Finance Team / ID Provider.

Liquidity risk

Cautious liquidity management entails maintaining sufficient reserves of cash and/or availability via an invoice discounting facility with Close Finance, ensuring that there are available funds to carry on operations and any planned expansions and investments. Constant crash tests and forecasts are monitored to manage this risk. The Group is audited by Close Finance quarterly.

The Board of Directors continue to see a positive future and solid returns on investments already in 2026 and expect this to continue. Whilst we are strengthening our internal core business, future market expansion will continue to be at the forefront of our strategy.

Vallum Group has performed well against recruitment-specific success metrics, including:

                                    2025        2024

Permanent placement fee(%)                         18%         19%

NFI (Net Fee Income) against turnover(%)                     21%         33%

NFI per head (£'000)                            £132k / 54    £221k / 51

Direct costs against NFI (%)                         46%         29%

Overheads against NFI (%)                         43%         27%

EBIT against NFI (%)                              12%         44%

Debt turnaround days (days)                         59         56

This report was approved by the board and signed on its behalf by

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the group continues to be that of recruitment services.

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £800,000. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

There have been no significant events affecting the Group since the year end.

In accordance with the company's articles, a resolution proposing that Sumer Audit be reappointed as auditor of the group will be put at a General Meeting.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the Annual Report 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). 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 group and company, 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;

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

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

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

We have audited the financial statements of Vallum Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

• the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• Obtaining an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

• Obtaining an understanding of the group’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and

• Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the group and company and our sector-specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law and compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

• Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Challenging assumptions and judgements made by management in their significant accounting estimates; and

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £800,000 (2024 - £3,940,000 profit).

Vallum Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 10 Lower Thames Street, Ground Floor, London, United Kingdom, EC3R 6AF.

The group consists of Vallum Group Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;

The consolidated group financial statements consist of the financial statements of the parent company Vallum Group Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the group’s principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. 

Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Turnover from a contract to provide services is recognised in the period in which services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• The amount of revenue can be measured reliably;

• It is probable that the Group will receive the consideration due under the contract;

• The stage of completion of the contract at the end of the reporting period can be measured reliably

• The costs incurred and the costs to complete the contract can be measured reliably.

Turnover from temporary placements is recognised based on the number of contractor hours worked multiplied by the agreed hourly rate of the temporary staff. Turnover not invoiced at the reporting date is included within accrued income.

Fees for permanent placements are agreed in advance with customers. Turnover for permanent placements is recognised when the offer from the customer is accepted by the candidate and is net of back-out provisions where applicable.

Turnover from retainers are agreed in advance with customers. As per the agreement with the client a monthly fixed fee is agreed and sent to the client on a rolling monthly basis over the duration oft he agreement.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Cash at bank and in hand are basic financial assets and include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group 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 in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and loans from related parties.

Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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.

The audit fees for the company are borne by its subsidiary, Vallum Associates Limited.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Details of joint ventures at 31 December 2025 are as follows:

Details of the company's subsidiaries at 31 December 2025 are as follows:

Included in Other Payables is a loan amount of £1,323,196 (2024: £256,134). The loan amount is an invoice factoring account which is secured against invoices raised by the Group.

The amounts due under finance leases are secured against the assets which they relate to.

The amounts due under finance leases are secured against the assets which they relate to.

Finance lease payments represent rentals payable by the company or group for motor vehicles. There are no restrictions placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis with a final lump sum payment at the end of the lease terms.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The directors have considered the deferred tax liabilities noted above and concluded that it is not possible to state the estimated liabilities which will reverse in the next 12 months. This is due to the level of reversal being dependent on events which are not yet known.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Ordinary A shares have attached to them voting and dividend rights, but no capital distribution rights.

Ordinary B shares have full capital distribution (including on winding up) rights, but no voting or dividend rights.

Ordinary C shares have attached to them capital distribution rights, but no voting or dividend rights.

Share Capital

The nominal value paid for a share on the issue of the share.

Capital redemption reserve

Previously issued shares repurchased from share holders by the Company.

Currency translation reserve

Net gains and losses arising on the translation of the functional currency to the presentational currency.

Profit and loss account

Accumulated gains and losses not elsewhere classified available for distribution.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102. The Financial Reporting Standard applicable in the UK and Republic of Ireland, not to disclose related party transactions with wholly owned subsidiaries within the Group.

There were no key management personnel other than the directors.

During the year the group had the following transactions with related parties, all of whom are related parties by virtue of having either common directors or shareholders.

The group made sales of £323,590 (2024 - £3,886) and purchases of £3,120 (2024 - £2,400) to Cloud Elemental Ltd a company with shared ownership and directors. At the statement of financial position date the group were owed £64,610 (2024 - £1,486). This balance is included within the trade debtor balance in the notes to the financial statements.

At the year end the director's owed the Group in aggregate £160,000 (2024: £200,000 owed by the group).

There is not considered to be a controlling party.