REGISTERED NUMBER: 15816316 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 3 JULY 2024 TO 31 OCTOBER 2025

FOR

PP RECRUITMENT HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

J L Willoughby

E P J Ogden

S J Lewis

D Rees

J D Brown

V L Maloney

REGISTERED OFFICE:

17 St Helens Place

London

EC3A 6DG

REGISTERED NUMBER:

15816316 (England and Wales)

AUDITORS:

Hartley Fowler LLP

Statutory Auditors

Chartered Accountants

4th Floor Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

The directors present their Strategic Report for PP Recruitment Group ("the Group", trading as "Levin") for the period 3 July 2024 to 31 October 2025, prepared in accordance with section 414C of the Companies Act 2006 and FRS 102.

Principal Activities and Business Model

At Levin we connect exceptional talent with ground-breaking technology companies operating in the finance, health and energy sectors. Levin generates revenue by sourcing high-quality candidates to fulfil our clients' organisational needs and charging a fee for this service.

Levin creates value through building long-standing client partnerships and offering a world-class service delivery, underpinned by a genuine commitment to the career development of our people. Headquartered in London, with a thriving office in the USA, we focus exclusively on the USA market.

Strategy and Objectives

The Board's strategy is focused on the following areas:

- Talent excellence: increasing our headcount whilst maintaining quality and cultural fit.

- High year-on-year turnover acceleration: building on our client base.

- Scalability in everything we do: investing in systems, operational platform and people to support sustainable but rapid growth.

REVIEW OF BUSINESS

Financial performance

Turnover for the period was £19.2M a pleasing result for our first period of incorporation, and growth throughout the period has been sustained beyond the balance sheet date into the new financial period.

An operating loss of £718k reflects our commitment to invest in the optimum operational structure to support our growth plans; approx. £1.6M of restructuring costs were included in this as the group withdrew from unprofitable markets and restructured with new entity PP Holdings Recruitment Ltd.. We ended the period with cash of £1.5M and no external debt, leaving the balance sheet well positioned to support immediate and medium-term strategy.

Working capital remains adequate and has remained so well past the balance sheet date. Commercial and financial performance into FY26 has exceeded budget expectation. The directors consider the financial position of the Group to be stable.

Key Performance Indicators

The Board monitors performance against the following KPIs (all in period measures):

Revenue growth 37%

Operating profit/(loss) conversion (3.7%)

Debtor days 36

PRINCIPAL RISKS AND UNCERTAINTIES

The Board has identified the following principal risks. These are reviewed regularly by the Board, with the day-to-day risk and compliance framework overseen by the Head of Compliance.

Risk

Description

Mitigation

Reputational risk

Adverse conduct by employees or counterparties could damage the Levin brand.

Robust onboarding due diligence; clear codes of conduct.

Regulatory and compliance risk

Levin operates in an environment requiring strict adherence to employment laws, data protection, and taxation regulations to protect both candidates and clients, in both the USA and the UK.

Dedicated compliance function; annual training programmes; documented policies and procedures. Insurance cover where appropriate.

Economic and market risk

Downturn in the wider economy impacting client hiring appetite and patterns.

Diversified revenue streams across sectors; active BD maintains and deepens existing client relationships whilst broadening client list

People risk

Levin is highly dependent upon people, both attracting and retaining high-quality talent across all functions.

Competitive commission scheme, regularly reviewed; long-term retention for senior staff; investment in training and culture from dedicated Learning & Development function.

Credit risk

High-value placements mean the impact of bad debt default is more significant. The USA market is higher risk.

Credit assessment of new counterparties; active credit control; swift placement with agency to improve chances of recovery.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Levin uses a limited range of financial instruments comprising cash, trade receivables, trade payables and occasional forward contracts. We are exposed to credit risk, liquidity risk and, to a limited extent, currency and interest rate risk. These are managed by the finance function under Board supervision:

- Credit risk is managed through counterparty credit assessment and active monitoring of receivables ageing.

- Liquidity risk is managed through active and careful cash flow monitoring.

- Currency risk arises on transactions denominated in non-Sterling currencies and is managed through natural hedging and, where material, selective use of forward contracts.

- Interest rate risk is limited given our zero debt position.

Future Developments

Looking to the year ahead, the Board's focus is on revenue growth and talent retention. The Board remains attentive to market developments and opportunities, e.g. regulatory and/or political change, and will continue to invest where the long-term return is compelling.

The directors have assessed the Group's ability to continue as a going concern and consider that the Company has adequate resources to continue in operation for the foreseeable future.

Events Since the Balance Sheet Date

There have been no significant post-balance-sheet events.

ON BEHALF OF THE BOARD:

S J Lewis - Director

18 June 2026

The directors present their report with the financial statements of the company and the group for the period 3 July 2024 to 31 October 2025.

INCORPORATION

The group was incorporated on 3 July 2024 .

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of recruitment services.

DIVIDENDS

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

DIRECTORS

The directors who have held office during the period from 3 July 2024 to the date of this report are as follows:

C P J Ogden - appointed 3 July 2024

J L Willoughby - appointed 3 July 2024

E P J Ogden , S J Lewis , D Rees , J D Brown and V L Maloney were appointed as directors after 31 October 2025 but prior to the date of this report.

C P J Ogden ceased to be a director after 31 October 2025 but prior to the date of this report.

In accordance with the company's Articles of Association, the directors will continue in office.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

In accordance with Section 487 of the Companies Act 2006, Hartley Fowler LLP will be deemed to continue in office as the company's auditors for the next financial year.

ON BEHALF OF THE BOARD:

S J Lewis - Director

18 June 2026

Opinion

We have audited the financial statements of PP Recruitment Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2025 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

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

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

We identify and assess risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

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

- the nature of the industry and sector, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures;

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

As a result of performing the above, we did not identify any key matters related to the potential risk of fraud or non-compliance with laws and regulations.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provision of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reviewing minutes of meetings of those charged with governance, reviewing internal reports and reviewing correspondence with HMRC; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale for any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.

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.

Jonathan Askew (Senior Statutory Auditor)

for and on behalf of Hartley Fowler LLP

Statutory Auditors

Chartered Accountants

4th Floor Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

1 July 2026

TURNOVER

3

19,210,164

Cost of sales

206,323

GROSS PROFIT

19,003,841

Administrative expenses

19,941,976

(938,135

)

Other operating income

2,913

OPERATING LOSS

5

(935,222

)

Interest receivable and similar income

9,222

LOSS BEFORE TAXATION

(926,000

)

Tax on loss

7

(135,618

)

LOSS FOR THE FINANCIAL PERIOD

(790,382

)

Loss attributable to:

Owners of the parent

(790,382

)

LOSS FOR THE PERIOD

(790,382

)

OTHER COMPREHENSIVE INCOME

Translation differences on foreign

subsidiaries

(18,456

)

Income tax relating to other comprehensive income

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

(18,456

)

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(808,838

)

Total comprehensive income attributable to:

Owners of the parent

(808,838

)

FIXED ASSETS

Intangible assets

9

(138,553

)

Tangible assets

10

44,267

Investments

11

-

(94,286

)

CURRENT ASSETS

Debtors

12

2,510,896

Cash at bank

1,526,145

4,037,041

CREDITORS

Amounts falling due within one year

13

4,751,495

NET CURRENT LIABILITIES

(714,454

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(808,740

)

CAPITAL AND RESERVES

Called up share capital

15

100

Retained earnings

(808,840

)

SHAREHOLDERS' FUNDS

(808,740

)

The financial statements were approved by the Board of Directors and authorised for issue on 18 June 2026 and were signed on its behalf by:

S J Lewis - Director

FIXED ASSETS

Intangible assets

9

100,004

Tangible assets

10

23,607

Investments

11

1

123,612

CURRENT ASSETS

Debtors

12

2,634,882

Cash at bank

602,268

3,237,150

CREDITORS

Amounts falling due within one year

13

3,968,178

NET CURRENT LIABILITIES

(731,028

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(607,416

)

CAPITAL AND RESERVES

Called up share capital

15

100

Retained earnings

(607,516

)

SHAREHOLDERS' FUNDS

(607,416

)

Company's loss for the financial year

(607,516

)

The financial statements were approved by the Board of Directors and authorised for issue on 18 June 2026 and were signed on its behalf by:

S J Lewis - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

100

-

100

Total comprehensive income

-

(808,838

)

(808,838

)

Balance at 31 October 2025

100

(808,838

)

(808,738

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

100

-

100

Total comprehensive income

-

(607,516

)

(607,516

)

Balance at 31 October 2025

100

(607,516

)

(607,416

)

Cash flows from operating activities

Cash generated from operations

1

(1,115,945

)

Tax paid

6,296

Net cash from operating activities

(1,109,649

)

Cash flows from investing activities

Purchase of intangible fixed assets

175,254

Purchase of tangible fixed assets

(174,108

)

Interest received

9,222

Net cash from investing activities

10,368

Cash flows from financing activities

New loans in year

2,646,451

Share issue

100

Net cash from financing activities

2,646,551

Increase in cash and cash equivalents

1,547,270

Cash and cash equivalents at beginning of period

2

-

Effect of foreign exchange rate changes

(21,125

)

Cash and cash equivalents at end of period

2

1,526,145

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

£

Loss before taxation

(926,000

)

Depreciation charges

95,807

Finance income

(9,222

)

(839,415

)

Increase in trade and other debtors

(2,368,420

)

Increase in trade and other creditors

2,091,890

Cash generated from operations

(1,115,945

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 October 2025

31/10/25

3/7/24

£

£

Cash and cash equivalents

1,526,145

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 3/7/24

Cash flow

At 31/10/25

£

£

£

Net cash

Cash at bank

-

1,526,145

1,526,145

-

1,526,145

1,526,145

Total

-

1,526,145

1,526,145

1.	STATUTORY INFORMATION

PP Recruitment 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 General 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.

These financial statements are prepared on the going concern basis. The directors have reviewed the Group's business plan, post year end performance and future forecast, and have confidence that the Group has adequate resources to continue in operational existence for the foreseeable future. The directors believe that it is appropriate to prepare the financial statements on a going concern basis.

Going concern

These financial statements are prepared on the going concern basis. The directors have reviewed the group's business plan, post year end performance and future forecast, and have confidence that the company has adequate resources to continue in operational existence for the foreseeable future. The directors believe that it is appropriate to prepare the financial statements on a going concern basis.

Basis of consolidation

The group consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31 October 2025. The accounts are adjusted, where appropriate, to conform to group accounting policies, intra-group sales and profit are eliminated fully on consolidation.

In respect of overseas operations, the results are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

In the parent company financial statements investments in subsidiaries are accounted for at cost less impairment.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company'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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

a) Revenue recognition

The main area of judgement in revenue recognition relates to cut-off as revenue is recognised for permanent placements on the day a candidate accepts and temporary placement income over the duration of the placement.

b) Bad debt provisions

The directors assess individual debtor balances on a case by case basis at each year end and use judgement in determining an appropriate level of provision against irrecoverable debts.

c) Depreciation and amortisation

The directors are required to estimate the useful economic lives and residual values of tangible and intangible assets in order to determine an appropriate basis and method of depreciation and amortisation.

Turnover

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

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

The Group derives revenue from two principal service streams:

Permanent placements

Revenue from permanent placements is based on a percentage of the candidate's remuneration package. Assignments can be retained, where a client is invoiced at different stages of completed service; eg, engagement on assignment, presentation of shortlist, and candidate acceptance of an offer of employment. Assignments may also be non retained, in which case the client is invoiced at candidate acceptance of an offer of employment. A provision is made for possible cancellations of placements prior to or shortly after the commencement of employment. This provision is estimated by reference to rebate experience and is reassessed at each reporting date.

Temporary placements

Revenue from temporary placements represents amounts billed for the services of temporary staff, including the salary cost of these staff. This revenue is recognised when the service has been provided, evidenced by submitted timesheet records, and invoiced as soon as practicably possible. Amounts where services have been rendered at the reporting date but which have not yet been invoiced are recognised as accrued income.

Goodwill

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the company and liabilities incurred by the company to the former owners of the acquired business. Acquisition-related costs are recognised in profit or loss as incurred.

The identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date except for certain assets and liabilities that are measured in accordance with specific standards.

If, after assessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the excess is recognised as negative goodwill.

Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and impairment losses.

Goodwill is amortised on a straight-line basis over its useful economic life. This is assessed individually for each acquisition taking into account the period over which the Group expects to utilise the asset. In the rare situation that a reliable estimate cannot be made the useful life would be set to ten years.

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.

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

Intangible assets are considered to have a finite useful life. If in the rare situation a reliable estimate cannot be made, the useful life would be restricted to ten years.

Amortisation is included in the 'administrative expenses' in the profit and loss account.

If in the event a significant change in amortisation rate or residual value of the asset, the amortisation of the asset is revised prospectively to reflect the new circumstances.

The Group assess at the reporting date any indication of impairment to the intangible asset.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

20% on cost

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Tangible fixed assets are measured using the cost model. These assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost comprises all expenditure directly attributable to preparing the asset for use in its intended location and condition.

Financial instruments

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Classification of Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

Basic financial assets

Basic financial assets, which include debtors and cash at bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

The aggregate benefits of any lease incentives are apportioned over the lease term and recognised as a straight line reduction of the lease expense.

Pension costs and other post-retirement benefits

The Group operates a defined contribution scheme for its employees. A defined contribution scheme is a pension scheme under which the Group pays fixed contributions into a separate entity and has no further payment obligations.

Contributions payable to the Group's pension scheme are charged to profit or loss in the period to which they relate. Amounts due but unpaid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable, and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, considering the related risks and uncertainties, and the related increases are generally charged as an expense to profit or loss.

Exceptional items

Exceptional items are disclosed separately in the financial statements when such presentation is deemed necessary to provide a clearer understanding of the Group's financial performance. These items are material by virtue of their size or nature, are considered non recurring, and are presented within the most relevant line items, with separate identification as exceptional items.

Termination Benefits

Termination benefits are recognised as a liability and expense in profit or loss when the Group is deemed to be committed either to terminate the employment of an employee or group of employees before the normal retirement date or to provide termination benefits as a result of an offer made in order to encourage voluntary redundancy.

The Group is deemed committed to a termination only when a formal, detailed plan exists and there is no realistic possibility of withdrawing it.

Termination benefits are measured at the most accurate estimate available that would be required to fulfil the obligation at the reporting date.

For voluntary redundancy programmes, termination benefits are measured based on management's estimate of the number of employees expected to accept the offer.

Share Capital

Ordinary shares are classified as equity.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

£

United Kingdom

71,555

Europe

67,968

United States of America

18,675,720

Rest of World

394,921

19,210,164

4.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

12,450,452

Social security costs

1,446,962

Other pension costs

176,235

14,073,649

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

Directors

2

Employees

121

123

£

Directors' remuneration

-