ACCOUNTS - Final Accounts

The turnover relates to the principal activity of the company.
An analysis of turnover by geographical market is as follows:

Registered number: 03852801

INTELLECTUAL CAPITAL RESOURCES LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

INTELLECTUAL CAPITAL RESOURCES LIMITED

COMPANY INFORMATION

Directors	N K Dickins
	J A Galloway
	D J Nash


Registered number	03852801


Registered office	Hive 2
	1530 Arlington Business Park
	Theale
	Reading
	RG7 4SA


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditors
	3 Brook Business Centre
	Cowley Mill Road
	Uxbridge
	Middlesex
	UB8 2FX

INTELLECTUAL CAPITAL RESOURCES LIMITED

CONTENTS

	Page
Strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 9
Statement of comprehensive income	10
Statement of financial position	11
Statement of changes in equity	12
Notes to the financial statements	13 - 31

INTELLECTUAL CAPITAL RESOURCES LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their strategic report for the year ended 31 December 2025.

Business review and future developments

The principal activity of the company continued to be the provision of specialist recruitment services within the technology sector. The company supports leading high-technology organisations across the UK, Europe, and USA by identifying and addressing skills shortages across both technical and commercial disciplines. Services are provided across permanent and contract recruitment markets.
We aim to present a balanced and comprehensive review of the performance and development of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.
The results of the company are set out in the Statement of comprehensive income on page 10.
Turnover for the year ended 31 December 2025 was £23,370,950 compared with £22,963,891 for year ended 2024, an increase of 1.77%.
Gross profit for the year ended 31 December 2025 was £6,124,199 compared with £7,120,832 for year ended 2024, a decrease of 14%.
Operating expenses for the year ended 31 December 2025 were £4,835,071 compared with £4,852,313 for the year ended 2024, a decrease of 0.36%.
Net profit before tax for the year ended 31 December 2025 was £1,198,336 compared with a net profit of £2,203,505 for the year ended 2024, a decrease of 45.62%.
Net assets at 31 December 2025 were £2,817,408 (2024 - £2,882,438).
The directors consider the company’s key financial performance indicators to be net fee income, gross margin, and the effective control of operating expenses, as these measures best reflect the financial performance and underlying strength of the business. Performance against these indicators is monitored and reviewed monthly.

During the year ended 2025, the company consolidated several key client accounts and further strengthened its management structure through the development of the business directors and their respective teams. This has enhanced operational stability and positioned the business to support future growth opportunities. Furthermore, we have put greater focus on the contract division of the business as we see this as a key component in growth and stability. We are already seeing excellent results from this strategy which will impact results considerably into 2026.

Page 1

INTELLECTUAL CAPITAL RESOURCES LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

1. Demand is in large part driven by the overall performance of the technology industry.
2. In house recruitment teams are often a source of ‘competition’.
3. There is a general perception that recruiters are an unnecessary cost for companies.
Apart from the risk covered above, the main risks arising from the financial instruments are detailed below. The board reviews and agrees policies for managing the risks detailed below to minimise the company's exposure.
Liquidity risk
The company manages its cash and borrowing requirements in order to ensure the group has sufficient liquid resources to meet the operational needs of the business.
Credit risk
The company only trades with reputable parties and extends credit only to those who demonstrate an acceptable credit risk.
Cash flow risk
The monitoring and review of cash requirements by the board ensures that there are adequate facilities readily available from the company's finance providers to support the company's cash flow requirements.
Foreign currency risk
The company undertakes certain transactions denominated in foreign currencies resulting in exposure to exchange rate fluctuation. The management does not consider this to be a significant risk, as the short timescale involved in foreign currency transactions means that any foreign exchange fluctuations are unlikely to be significant.

This report was approved by the board on 21 July 2026 and signed on its behalf.

J A Galloway

Director

Page 2

INTELLECTUAL CAPITAL RESOURCES LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments 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 Company will continue in business.

The directors are 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 to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £842,421 (2024 - £1,572,689).

During the year, the directors declared total dividends of £907,451 (2024 - £1,813,531) to be paid.

Directors

The directors who served during the year were:

N K Dickins

J A Galloway

D J Nash

Matters covered in the strategic report
The company has chosen, in accordance with section 414C of the Companies Act 2006, to set out the following information which would otherwise be required to be contained in the director's report within strategic report:
Likely financial risk management objective and policies; and business review and future developments in the business of the company.

Page 3

INTELLECTUAL CAPITAL RESOURCES LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There are no subsequent events that require disclosure or adjustments to the financial statements.

Auditors

The auditors, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 21 July 2026 and signed on its behalf.

J A Galloway

Director

Page 4

INTELLECTUAL CAPITAL RESOURCES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES LIMITED

Opinion

We have audited the financial statements of Intellectual Capital Resources Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 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 United Kingdom, including the Financial Reporting Council'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 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.

Page 5

INTELLECTUAL CAPITAL RESOURCES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 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.

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 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, 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 directors' remuneration specified by law are not made; or

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

Page 6

INTELLECTUAL CAPITAL RESOURCES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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 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 an Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:

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

∙We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector;

∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows;

°Companies Act 2006.

°FRS102.

°Employment legislation.

°Tax legislation.

∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing supporting evidence where applicable; and

∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit.

Page 7

INTELLECTUAL CAPITAL RESOURCES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES LIMITED (CONTINUED)

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

∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;

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

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;

∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and

∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.

The areas that we identified as being susceptible to misstatement through fraud were:

∙Management bias in the estimates and judgements made;

∙Management override of controls; and

∙Posting of unusual journals or transactions.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 8

INTELLECTUAL CAPITAL RESOURCES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES LIMITED (CONTINUED)

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 Auditors' 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.

Qasim Mehdi (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants & Statutory Auditors

3 Brook Business Centre

Cowley Mill Road

Uxbridge

Middlesex

UB8 2FX

24 July 2026

Page 9

INTELLECTUAL CAPITAL RESOURCES LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	23,370,950	22,963,891
Cost of sales		(17,246,751)	(15,843,059)
Gross profit		6,124,199	7,120,832
Administrative expenses		(4,835,071)	(4,852,313)
Operating profit	5	1,289,128	2,268,519
Interest receivable and similar income	9	15	21
Interest payable and similar expenses	10	(90,807)	(65,035)
Profit before tax		1,198,336	2,203,505
Tax on profit	11	(355,915)	(630,816)
Profit for the financial year		842,421	1,572,689

Total comprehensive income for the year

842,421

1,572,689

The notes on pages 13 to 31 form part of these financial statements.

Page 10

INTELLECTUAL CAPITAL RESOURCES LIMITED

REGISTERED NUMBER: 03852801

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note	£	£	£	£

Fixed assets
Intangible assets	13		815,782		1,023,349
Tangible assets	14		48,679		55,731
Investments	15		186,590		186,590
			1,051,051		1,265,670
Current assets
Debtors: amounts falling due within one year	16	5,290,057		4,635,920
Cash at bank and in hand	17	405,095		235,914
		5,695,152		4,871,834
Creditors: amounts falling due within one year	18	(3,928,795)		(3,255,066)
Net current assets			1,766,357		1,616,768
Total assets less current liabilities			2,817,408		2,882,438

Net assets			2,817,408		2,882,438

Capital and reserves
Called up share capital	20	11,316	11,316
Share premium account	21	292,905	292,905
Profit and loss account	21	2,513,187	2,578,217
		2,817,408	2,882,438

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 July 2026.

J A Galloway

Director

The notes on pages 13 to 31 form part of these financial statements.

Page 11

INTELLECTUAL CAPITAL RESOURCES LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2025	11,316	292,905	2,578,217	2,882,438
Comprehensive income for the year
Profit for the year	-	-	842,421	842,421
Total comprehensive income for the year	-	-	842,421	842,421
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(907,451)	(907,451)
Total transactions with owners	-	-	(907,451)	(907,451)
At 31 December 2025	11,316	292,905	2,513,187	2,817,408

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	11,316	292,905	2,819,059	3,123,280
Comprehensive income for the year
Profit for the year	-	-	1,572,689	1,572,689
Total comprehensive income for the year	-	-	1,572,689	1,572,689
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(1,813,531)	(1,813,531)
Total transactions with owners	-	-	(1,813,531)	(1,813,531)
At 31 December 2024	11,316	292,905	2,578,217	2,882,438

The notes on pages 13 to 31 form part of these financial statements.

Page 12

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Intellectual Capital Resources Limited is a company limited by shares, incorporated in England and Wales. The address of the registered office is Hive 2, 1530 Arlington Business Park, Theale, Reading, RG7 4SA.
The company specialises in recruitment within the technology sector.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial reporting standard 102 - reduced disclosure exemption

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
- the requirements of Section 7 Statement of Cash Flows;
- the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Intellectual Capital Resources Holdings Limited for the year ended 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 13

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue 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. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the 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 Company 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; and

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

2.5

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of comprehensive income over its useful economic life of 10 years.
Development expenditure
Development expenditure comprises capitalised development costs. These costs are amortised on a straight line basis once the initial development of the product has been completed.

2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 14

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following bases:

Leasehold improvements	-	Over the length of the lease
Fixtures and fittings	-	25% on reducing balance
Office equipment	-	33% on reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the year. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of financial position 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.

Page 15

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Page 16

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Financial instruments (continued)

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.13

Finance costs

Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2.15

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight line basis over the lease term.

Page 18

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.17

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of comprehensive income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Statement of comprehensive income is charged with fair value of goods and services received.

2.18

Pensions

Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 19

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.19

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the Statement of comprehensive income at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

2.20

Interest income

Interest income is recognised in the Statement of comprehensive income using the effective interest method.

2.21

Borrowing costs

All borrowing costs are recognised in the Statement of comprehensive income in the year in which they are incurred.

2.22

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 20

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The principal estimates and judgements that could have a significant effect upon the company's financial results relate to:
Accrued income and accrued costs:
Income and expenditure has been recognised in respect of services delivered in the current accounting period however the relevant sales and purchases were not invoiced until after the year end. Certain judgements have been applied with regard to unbilled client engagements concerning future revenues, exposure to credit risk and the degree of completion of the underlying contractual arrangements.
Impairment of goodwill
In preparing these financial statements, the directors have determined whether there are indicators of impairment of goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future performance of the asset.


United Kingdom	17,554,064	14,947,932
Rest of Europe	5,128,581	6,589,918
United States of America	688,305	1,426,041
	23,370,950	22,963,891

Page 21

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Depreciation of tangible fixed assets	16,704	31,799
Amortisation of intangible assets, including goodwill	206,095	205,884
Exchange differences	(77,645)	(36,198)
Rent - operating lease	175,487	178,442
Other operating lease rentals	205,330	197,463

6.	Auditors' remuneration
		2025	2024
		£	£


	Fees payable to the Company's auditor for the audit of the Company's annual financial statements	15,780	15,205

Wages and salaries	4,004,892	4,107,560
Social security costs	503,336	543,915
Cost of defined contribution scheme	143,569	257,759
	4,651,797	4,909,234

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Directors	3	3
Sales	49	51
Administrative	10	11

	62	65

Page 22

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	36,703	14,522
Company contributions to defined contribution pension schemes	52,388	60,000
	89,091	74,522

During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	15	21
		15	21

10.	Interest payable and similar charges
		2025	2024
		£	£

Bank interest payable	38,934	52,394
Finance charges on invoice discounting facility	50,984	12,641
Other interest payable	889	-
	90,807	65,035

Page 23

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	356,475	630,816
Adjustments in respect of previous periods	(560)	-
	355,915	630,816
Total current tax	355,915	630,816

Tax on profit

355,915

630,816

Profit on ordinary activities before tax

1,198,336

2,203,505

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	299,584	550,876
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	57,611	12,104
Capital allowances for year in excess of depreciation	1,395	16,969
Other timing difference	409	50,867
Adjustments to prior year provision	(560)	-
Group relief	(2,524)	-
Total tax charge for the year	355,915	630,816

Factors that may affect future tax charges

There are no significant factors that may materially affect future tax charges.

Page 24

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Dividends
		2025	2024
		£	£

	Dividends paid on equity capital	907,451	1,813,531
		907,451	1,813,531

13.	Intangible assets

	Development expenditure	Goodwill	Total
	£	£	£
Cost
At 1 January 2025	11,499	4,861,450	4,872,949
Disposals	(2,500)	-	(2,500)
At 31 December 2025	8,999	4,861,450	4,870,449
Amortisation
At 1 January 2025	6,375	3,843,225	3,849,600
Charge for the year	1,422	204,673	206,095
On disposals	(1,028)	-	(1,028)
At 31 December 2025	6,769	4,047,898	4,054,667
Net book value
At 31 December 2025	2,230	813,552	815,782
At 31 December 2024	5,124	1,018,225	1,023,349

Page 25

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Tangible fixed assets

	Short-term leasehold property	Fixtures and fittings	Office equipment	Total
	£	£	£	£
Cost
At 1 January 2025	152,274	55,363	78,682	286,319
Additions	-	3,036	6,616	9,652
Disposals	-	-	(1,029)	(1,029)
At 31 December 2025	152,274	58,399	84,269	294,942
Depreciation
At 1 January 2025	143,186	42,798	44,604	230,588
Charge for the year	2,190	3,311	11,203	16,704
Disposals	-	-	(1,029)	(1,029)
At 31 December 2025	145,376	46,109	54,778	246,263
Net book value
At 31 December 2025	6,898	12,290	29,491	48,679
At 31 December 2024	9,088	12,565	34,078	55,731

Page 26

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Fixed asset investments

	Investments in subsidiary companies	Unlisted investments	Total
	£	£	£
Cost
At 1 January 2025	20,721	165,869	186,590
At 31 December 2025	20,721	165,869	186,590

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Intellectual Capital Group GMBH

Germany

Recruitment within the technology sector

Ordinary share capital

100%

	The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves	Profit/(Loss)

Intellectual Capital Group GmbH

588,237

51,971

16.

Debtors

					2025	2024
					£	£


Trade debtors	2,247,249	2,203,359
Amounts owed by group undertakings	777,040	595,213
Other debtors	686,230	687,751
Prepayments and accrued income	1,579,538	1,149,597
	5,290,057	4,635,920

Page 27

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	405,095	235,914
Less: bank overdrafts	(480,542)	(151,520)
	(75,447)	84,394

18.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Invoice discounting facility	480,542	151,520
Trade creditors	127,622	176,192
Amounts owed to group undertakings	274,508	33,533
Corporation tax	101,161	280,285
Other taxation and social security	423,629	431,851
Other creditors	968,921	930,485
Accruals and deferred income	1,552,412	1,251,200
	3,928,795	3,255,066

At 31 December 2025 there was a balance of £480,542 (2024 - £151,520) due to the bank in respect of invoice discount finance taken up at that date. It is secured by a fixed and floating charge over the assets of the company.

Page 28

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Financial instruments
		2025	2024
		£	£

	Financial assets
	Financial assets that are debt instruments measured at amortised cost	3,776,269	3,486,323

	Financial liabilities
	Financial liabilities measured at amortised cost	1,851,593	1,291,730

Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors and amount owed from group undertakings.
Financial liabilities measured at amortised cost comprise bank overdraft, bank loans, trade creditors and other creditors.

20.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,131,564 Ordinary shares of £0.01 each	11,316	11,316

21.

Reserves

Share premium account

Share premium includes excess amount received by a company over the par value of its share.

Profit and loss account

Profit and loss account includes all current and prior period retained profits and losses.

Page 29

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.

Share based payments

On 5 August 2014, the parent company granted options to purchase 46,287 Ordinary B shares at a subscription price of 12.73p per share. On 19 October 2017, the parent company granted options to purchase 89,399 Ordinary B shares at a subscription price of £2.20 per share.
The principal terms and conditions of the grant are such whereby all options are to be settled by the physical delivery of shares.
During the previous years, the share option holders exercised their options in relation to 104,849 Ordinary B shares.
As at 31 December 2025, 30,837 of the above share options remain unexercised. The financial statements do not reflect the charge in respect of the above on the basis of materiality.

23.	Pension commitments

The company operated a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £143,569 (2024 - £257,759). Contributions totalling £18,082 were payable (2024 - £16,445) to the fund at the balance sheet date and are included in creditors.

Land and buildings
Not later than 1 year	111,553	110,803
Later than 1 year and not later than 5 years	101,569	212,371
	213,122	323,174

					2025	2024
					£	£

Other
Not later than 1 year	80,078	99,821
Later than 1 year and not later than 5 years	54,904	107,412
	134,982	207,233

Page 30

INTELLECTUAL CAPITAL RESOURCES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.	Transactions with directors

Included within other debtors is an amount of £288,977 (2024 - £288,977) due from J Galloway, a director of the company. No interest was accruing or payable on this loan.

26.

Related party transactions

The company has taken advantage of the exemption allowed by Financial Reporting Standard 102 not to disclose transactions with the wholly owned members of the group.

At 31 December 2025, the company owes an amount of £955,321 (2024 - £916,387) to companies which are controlled by the directors. Interest is being accrued on these loans at 4.5% amounting to £38,934 (2024 - £52,394).

At 31 December 2025, the company is owed an amount of £325,000 (2024 - £325,000) from companies which are controlled by the directors.

At 31 December 2025, the company owed an amount of £11,256 (2024 - £11,256) to its directors and close relatives.

Total compensation of key management is as disclosed for directors.

27.	Post balance sheet events

There are no other subsequent events that require disclosure or adjustments to the financial statements.

28.	Ultimate parent undertaking and controlling party

The ultimate parent company is Intellectual Capital Resources Holdings Limited, a company incorporated in England and Wales. This is the smallest and largest group in which the results of the company are consolidated.
The ultimate controlling parties are the directors, but no one individual has absolute control.
Consolidated accounts for Intellectual Capital Resources Holdings Limited, registered office is Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, England, RG7 4SA, are available at Companies House, Crown Way, Cardiff, CF14 3UZ.

Page 31