ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 08749888

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

COMPANY INFORMATION

Directors	N K Dickins
	J A Galloway
	E I V Galloway
	A Forshaw


Registered number	08749888


Registered office	Hive 2
	1530 Arlington Business Park
	Theale
	Reading
	Berkshire
	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 HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 9
Consolidated statement of comprehensive income	10
Consolidated statement of financial position	11
Company statement of financial position	12
Consolidated statement of changes in equity	13 - 14
Company statement of changes in equity	15
Consolidated statement of cash flows	16 - 17
Consolidated analysis of net debt	18
Notes to the financial statements	19 - 39

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

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

Business review and future developments

The principal activity of the group continued to be that of recruitment within the technology sector. The group identifies skills-shortages for leading high tech companies across the UK, Europe, China and USA covering technical and commercial disciplines. Permanent and contract roles are addressed.

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 group are set out in the Consolidated statement of comprehensive income on page 10.

Turnover for the year ended 31 December 2025 was £24,748,651 compared with £23,203,542 for the year ended 2024, an increase of 6.66%.

Gross profit for the year ended 31 December 2025 was £6,965,281 compared with £7,314,782 for the year ended 2024, a decrease of 4.78%.

Operating expenses for the year ended 31 December 2025 were £5,596,887 compared with £5,408,390 for the year ended 2024, an increase of 3.93%.

Net profit before tax for the year ended 31 December 2025 was £1,277,602 compared with £1,841,378 for the year ended 2024, a decrease of 31.93%.

Net assets at 31 December 2025 for the group were £3,145,730 (2024 - £3,132,054).

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company which are turnover, gross margin and the control of operating expenses. These indicators are 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 HOLDINGS LIMITED

GROUP 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 group 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 group 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 group's finance providers to support the group's cash flow requirements.

Foreign currency risk
The group 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 HOLDINGS 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 Group strategic report, the Directors' report and the consolidated 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 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group 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 the Group 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 £921,127 (2024 - £1,211,122).

During the year, the directors declared total dividends of £907,451 (2024 - £1,813,525) to be paid.

Directors

The directors who served during the year were:

N K Dickins

J A Galloway

E I V Galloway

A Forshaw

Matters covered in the Group 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 Directors' report within the Group strategic report:

Financial risk management objective and policies, and business review and future developments in the business of the group.

Page 3

INTELLECTUAL CAPITAL RESOURCES HOLDINGS 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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

There are no other 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 HOLDINGS LIMITED

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

Opinion

We have audited the financial statements of Intellectual Capital Resources Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 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 Group's or 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.

Page 5

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES HOLDINGS 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 Group 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 Group 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 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 Directors' report.

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

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Page 6

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES HOLDINGS 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 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 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 Group 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 group, are as follows;

°Companies Act 2006.

°FRS102.

°Employment legislation.

°Tax legislation.

°IR35 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 noncompliance throughout the audit.

∙As either auditors of all significant components or having received group reporting in respect of significant
components, we were able to cover the above matters at a group and component level and thereby ensure
the audit team were aware of the above matters across all group companies.

Page 7

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

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

We assessed the susceptibility of the group’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, especially in relation to accrued income and related costs;

∙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 HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INTELLECTUAL CAPITAL RESOURCES HOLDINGS 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.

Mark Hancock (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

22 July 2026

Page 9

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025


	2025	2024
Note	£	£


Turnover	4	24,748,651	23,203,542
Cost of sales		(17,783,370)	(15,888,760)
Gross profit		6,965,281	7,314,782
Administrative expenses		(5,596,887)	(5,408,390)
Operating profit	5	1,368,394	1,906,392
Interest receivable and similar income	9	15	1,277
Interest payable and similar expenses	10	(90,807)	(66,291)
Profit before taxation		1,277,602	1,841,378
Tax on profit	11	(356,475)	(630,256)
Profit for the financial year		921,127	1,211,122


Total comprehensive income for the year		921,127	1,211,122

The notes on pages 19 to 39 form part of these financial statements.

Page 10

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

REGISTERED NUMBER: 08749888

CONSOLIDATED 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		49,915		71,124
Investments	15		165,869		165,869
			1,031,566		1,260,342
Current assets
Debtors: amounts falling due within one year	16	5,108,826		4,445,545
Cash at bank and in hand	17	762,589		668,183
		5,871,415		5,113,728
Creditors: amounts falling due within one year	18	(3,757,251)		(3,242,016)
Net current assets			2,114,164		1,871,712
Total assets less current liabilities			3,145,730		3,132,054
Net assets			3,145,730		3,132,054

Capital and reserves
Called up share capital	20	8,460	8,460
Share premium account	21	6,937,246	6,937,246
Capital redemption reserve	21	2,522	2,522
Profit and loss account	21	(3,802,498)	(3,816,174)
		3,145,730	3,132,054

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 19 to 39 form part of these financial statements.

Page 11

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

REGISTERED NUMBER: 08749888

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note	£	£	£	£

Fixed assets
Investments	15		8,558,585		8,558,585
Current assets
Debtors: amounts falling due within one year	16	233,424		233,424
Creditors: amounts falling due within one year	18	(419,335)		(409,237)
Net current liabilities			(185,911)		(175,813)
Total assets less current liabilities			8,372,674		8,382,772
Net assets			8,372,674		8,382,772

Capital and reserves
Called up share capital	20		8,460		8,460
Share premium account	21		6,937,246		6,937,246
Capital redemption reserve	21		2,522		2,522
Profit and loss account brought forward		1,434,544		1,434,538
Profit for the year		897,353		1,813,531
Other changes in the profit and loss account		(907,451)		(1,813,525)
Profit and loss account carried forward			1,424,446		1,434,544
			8,372,674		8,382,772

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 19 to 39 form part of these financial statements.

Page 12

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2025	8,460	6,937,246	2,522	(3,816,174)	3,132,054
Comprehensive income for the year
Profit for the year	-	-	-	921,127	921,127
Total comprehensive income for the year	-	-	-	921,127	921,127
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	8,460	6,937,246	2,522	(3,802,498)	3,145,730

The notes on pages 19 to 39 form part of these financial statements.

Page 13

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	8,466	6,937,246	2,522	(3,213,771)	3,734,463
Comprehensive income for the year
Profit for the year	-	-	-	1,211,122	1,211,122
Total comprehensive income for the year	-	-	-	1,211,122	1,211,122
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(1,813,525)	(1,813,525)
Shares cancelled during the year	(6)	-	-	-	(6)
Total transactions with owners	(6)	-	-	(1,813,525)	(1,813,531)
At 31 December 2024	8,460	6,937,246	2,522	(3,816,174)	3,132,054

The notes on pages 19 to 39 form part of these financial statements.

Page 14

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2025	8,460	6,937,246	2,522	1,434,544	8,382,772
Comprehensive income for the year
Profit for the year	-	-	-	897,353	897,353
Total comprehensive income for the year	-	-	-	897,353	897,353
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	8,460	6,937,246	2,522	1,424,446	8,372,674

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	8,466	6,937,246	2,522	1,434,538	8,382,772
Comprehensive income for the year
Profit for the year	-	-	-	1,813,531	1,813,531
Total comprehensive income for the year	-	-	-	1,813,531	1,813,531
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(1,813,525)	(1,813,525)
Shares cancelled during the year	(6)	-	-	-	(6)
Total transactions with owners	(6)	-	-	(1,813,525)	(1,813,531)
At 31 December 2024	8,460	6,937,246	2,522	1,434,544	8,382,772

The notes on pages 19 to 39 form part of these financial statements.

Page 15

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	921,127	1,211,122
Adjustments for:
Amortisation of intangible assets	205,067	205,884
Loss on sale of intangible assets	1,028	-
Depreciation of tangible assets	18,016	36,445
Loss on disposal of tangible assets	13,224	55,234
Interest payable	90,807	66,291
Interest receivable	(15)	(1,277)
Taxation charge	356,475	630,256
(Increase)/decrease in debtors	(663,281)	17,673
Increase/(decrease) in creditors	362,996	(545,603)
Corporation tax (paid)	(533,258)	(630,813)
Net cash generated from operating activities	772,186	1,045,212

Cash flows from investing activities
Sale of intangible assets	1,472	3,705
Purchase of tangible fixed assets	(9,652)	(19,244)
Sale of tangible fixed assets	(379)	(3,709)
Interest received	15	1,277
Net cash from investing activities	(8,544)	(17,971)

Page 16

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Reduction of share capital	-	(6)
Dividends paid	(907,451)	(1,813,525)
Interest paid	(90,807)	(66,291)
Net cash used in financing activities	(998,258)	(1,879,822)
Net (decrease) in cash and cash equivalents	(234,616)	(852,581)
Cash and cash equivalents at beginning of year	516,663	1,369,244
Cash and cash equivalents at the end of year	282,047	516,663

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	762,589	668,183
Bank overdrafts	(480,542)	(151,520)
	282,047	516,663

The notes on pages 19 to 39 form part of these financial statements.

Page 17

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	668,183	94,406	762,589
Invoice discounting facility	(151,520)	(329,022)	(480,542)
	-	-	-
	516,663	(234,616)	282,047

The notes on pages 19 to 39 form part of these financial statements.

Page 18

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Intellectual Capital Resources Holdings 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, Berkshire, RG7 4SA.

The company is a holding company and its subsidiary companies specialise 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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The directors note that the group is trading adequately and has sufficient working capital and other finances available to continue trading for a period of not less than 12 months from the Statement of financial position date. As such, the directors believe that there are no significant uncertainties in their assessment of whether the business is a going concern and therefore have prepared the accounts on a going concern basis.

Page 19

INTELLECTUAL CAPITAL RESOURCES HOLDINGS 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 Group 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 year 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 Group will receive the consideration due under the contract;

• the stage of completion of the contract at the reporting date can be measured reliably; and

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

2.5

Intangible fixed assets and amortisation

Intangible fixed assets are stated at cost less amortisation. Amortisation is provided at rates calculated to write off cost of each asset over its expected life as follows:

Goodwill - 4 years straight line basis

This is the amortisation rate for goodwill on the acquisition of the subsidiary.

Goodwill - 10 years straight line basis

This is the amortisation rate for goodwill on the acquisition of the interests in the partnerships.

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 20

INTELLECTUAL CAPITAL RESOURCES HOLDINGS 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 basis:

Leasehold improvement	-	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

Investment in subsidiaries are valued at cost less provision for 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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.10

Financial instruments

The Group 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 Group's Statement of financial position when the Group 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

Page 21

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Financial instruments (continued)

settle on a net basis or to realise the asset and settle the liability simultaneously.

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 Group'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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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,

Page 22

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Financial instruments (continued)

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.

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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

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 Group 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 Group 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 Group'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 23

INTELLECTUAL CAPITAL RESOURCES HOLDINGS 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 Group'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 the 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 Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'other operating income'.

On consolidation, the results of overseas operations 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.

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.

Page 24

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.16

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

2.17

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.

2.18

Interest income

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

2.19

Borrowing costs

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

Page 25

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Taxation

Tax is recognised in the Statement of comprehensive income 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 and the Group operate and generate income.

2.21

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting 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 Group 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 profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

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 group'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.

Page 26

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	18,743,434	14,947,932
Rest of Europe	5,316,912	6,829,569
Rest of the world	688,305	1,426,041
	24,748,651	23,203,542

The whole of turnover relates to the group's principal activity.

Depreciation of tangible fixed assets	18,016	36,445
Amortisation of intangible assets, including goodwill	205,067	205,884
Exchange differences	(113,039)	(23,679)
Rent - operating lease	200,390	175,972
Other operating lease rentals	205,330	197,391
Loss on disposal of fixed assets	13,224	55,234

Page 27

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


Wages and salaries	4,413,522	4,445,753
Social security costs	546,898	599,275
Cost of defined contribution scheme	156,121	257,759
	5,116,541	5,302,787

	The average monthly number of employees, including the directors, during the year was as follows:
					2025	2024


Director	4	4
Sales	49	51
Administrative	10	11
	63	66

The audit of the Group's financial statements

21,650

23,935

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	36,703	8,022
Group contributions to defined contribution pension schemes	52,388	50,000
	89,091	58,022

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

Page 28

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	15	1,277
		15	1,277

10.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	38,934	52,394
Other loan interest payable	50,984	13,897
Interest on overdue corporation tax	889	-
	90,807	66,291

Corporation tax
Current tax on profits for the year	356,475	630,256
	356,475	630,256

Total current tax	356,475	630,256

Page 29

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Profit on ordinary activities before tax

1,277,602

1,841,378

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	319,401	460,345
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	61,908	8,261
Capital allowances for year in excess of depreciation	1,395	16,409
Other timing differences leading to an increase in taxation	410	50,868
Overseas tax	(26,639)	94,373
Total tax charge for the year	356,475	630,256

Factors that may affect future tax charges

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

12.	Dividends
		2025	2024
		£	£

	Dividends paid on equity capital	907,451	1,813,525
		907,451	1,813,525

Page 30

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Intangible assets
	Group

	Development expenditure	Goodwill	Total
	£	£	£
Cost
At 1 January 2025	11,499	10,748,827	10,760,326
Disposals	(2,500)	-	(2,500)
At 31 December 2025	8,999	10,748,827	10,757,826
Amortisation
At 1 January 2025	6,375	9,730,602	9,736,977
Charge for the year	1,422	204,673	206,095
On disposals	(1,028)	-	(1,028)
At 31 December 2025	6,769	9,935,275	9,942,044
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 31

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Tangible fixed assets
	Group

	Short-term leasehold property	Fixtures and fittings	Office equipment	Total
	£	£	£	£
Cost
At 1 January 2025	152,274	55,363	117,479	325,116
Additions	-	3,036	6,616	9,652
Disposals	-	-	(37,931)	(37,931)
At 31 December 2025	152,274	58,399	86,164	296,837
Depreciation
At 1 January 2025	143,186	42,798	68,008	253,992
Charge for the year	2,190	3,311	12,515	18,016
Disposals	-	-	(25,086)	(25,086)
At 31 December 2025	145,376	46,109	55,437	246,922
Net book value
At 31 December 2025	6,898	12,290	30,727	49,915
At 31 December 2024	9,088	12,565	49,471	71,124

15.	Fixed asset investments
	Group

		Unlisted investments
		£
	Cost
	At 1 January 2025	165,869
	At 31 December 2025	165,869

Page 32

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2025	8,558,585
	At 31 December 2025	8,558,585

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Intellectual Capital Resources Limited	Hive 2, 1530 Arlington Business Park, Theale, Reading, England, RG7 4SA	Recruitment in the technology sector	Ordinary	100%
Intellectual Capital Group GmbH	Rottmannstr. 5 80333, Munchen	Recruitment within the technology sector	Ordinary	100%
Intellectual Capital Resources Inc	7710 N FM 620, Bldg. 13-d, Austin, Texas, 78726	Recruitment within the technology sector	Ordinary	100%

Page 33

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	2,361,405	2,243,312	-	-
Other debtors	1,084,032	1,047,480	233,424	233,424
Prepayments and accrued income	1,663,389	1,154,753	-	-
	5,108,826	4,445,545	233,424	233,424

17.	Cash and cash equivalents
		Group	Group
		2025	2024
		£	£

Cash at bank and in hand	762,589	668,183
Less: Invoice discounting facility	(480,542)	(151,520)
	282,047	516,663

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

Invoice discounting facility	480,542	151,520	-	-
Trade creditors	141,190	184,020	(1,070)	(1,070)
Amounts owed to group undertakings	-	-	413,163	403,065
Corporation tax	105,689	282,472	-	-
Other taxation and social security	424,941	435,077	-	-
Other creditors	981,501	930,485	-	-
Accruals and deferred income	1,623,388	1,258,442	7,242	7,242
	3,757,251	3,242,016	419,335	409,237

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

The bank loans are secured by a debenture on the assets of the Group.

Page 34

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Financial assets
	Financial assets that are debt instruments measured at amortised cost	3,445,437	3,290,792	-	233,424

	Financial liabilities
	Financial liabilities measured at amortised cost	1,603,233	1,266,025	-	401,995

Financial assets that are debt instruments measured at amortised cost comprise trade debtors and other debtors.

Financial liabilities measured at amortised cost comprise invoice discounting facility, trade creditors, amounts owed to group undertakings and other creditors.

Page 35

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

23,500 Ordinary A shares of £0.01 each	235	235
93,600 Ordinary B shares of £0.01 each	936	936
68,250 Ordinary C shares of £0.01 each	683	683
1,798 Ordinary G shares of £0.01 each	18	18
595 Ordinary E shares of £0.01 each	6	6
329,106 Ordinary Y shares of £0.01 each	3,291	3,291
329,106 Ordinary Z shares of £0.01 each	3,291	3,291

	8,460	8,460

Page 36

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Share capital (continued)

The Ordinary A shares have full voting rights and are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) the shares are entitled, as a class, to share pro-rata with the Ordinary B, Ordinary Y and Ordinary Z shareholders a priority capital payment of £12 million. Thereafter the shares are entitled to participate in bands of £2.5m/£3m, with a percentage share varying according to each band of proceeds; the shares do not confer any rights of redemption.

The Ordinary B shares have full voting rights and are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) the shares are entitled, as a class, to share pro-rata with the Ordinary A, Ordinary Y and Ordinary Z shareholders a priority capital payment of £12 million. Thereafter the shares are entitled to participate in bands of £2.5m/£3m, with a percentage share varying according to each band of proceeds; the shares do not confer any rights of redemption.

The Ordinary C shares have no voting rights and are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) the shares are entitled, as a class, to share pro-rata with the Ordinary A, Ordinary B, Ordinary Y and Ordinary Z shareholders any excess of the capital distribution over £12 million not allocated to the other non-voting shareholders, in bands of £2.5m/£3m, with a percentage share varying according to each band of proceeds; the shares do not confer any rights of redemption.

The Ordinary G shares have no voting rights or dividend rights; each share has the right to participate in any capital distribution (including on a winding up), after priority capital payments totalling £12 million have first been made to the Ordinary A, Ordinary B, Ordinary Y and Ordinary Z shareholders, in bands of £2.5m/£3m, with a percentage share varying according to each band of proceeds; the shares do not confer any rights of redemption.

The Ordinary Y shares have full voting rights, the shares are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) and/or a distribution of the net proceeds payable to shareholders on a sale, the shares are entitled, as a class, to share pro-rata with the Ordinary A, Ordinary B and Ordinary Z shareholders a priority capital payment of £12 million. Above £12m the shares participate in the bands of £2.5 million, with a percentage share varying according to each relevant band of excess proceeds. The shares do not confer any rights of redemption.

The Ordinary Z shares have full voting rights, the shares are a separate class of shares for dividend purposes. On a capital distribution (including on a winding up) and/or a distribution of the net proceeds payable to shareholders on a sale, the shares are entitled, as a class, to share pro-rata with the Ordinary A, Ordinary B and Ordinary Y shareholders a priority capital payment of £12 million. Above £12m the shares participate in the bands of £3m/£2.5m, with a percentage share varying according to each relevant band of excess proceeds. The shares do not confer any rights of redemption.

The Ordinary E shares have no voting rights and are a separate class of shares for dividend purposes. On a capital distribution each share has the right to share in capital distribution (including on a winding-up) and/or the net proceeds payable to shareholders on a sale of the company, after priority capital payments totalling £15 million have first been made to the Ordinary A, Ordinary B, Ordinary C, Ordinary G, Ordinary Y and Ordinary Z shareholders. Above £15 million the shares participate in bands of £2.5 million, with a percentage share varying according to each relevant band of excess proceeds. The shares do not confer any rights of redemption.

Page 37

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.

Reserves

Share premium account

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

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares.

Profit and loss account

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

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 group 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 £156,121 (2024 - £257,759). Contributions totalling £18,082 (2024 - £16,445) were receivable from the fund at the Statement of financial position date and are included in other debtors.

Page 38

INTELLECTUAL CAPITAL RESOURCES HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Land and property
Not later than 1 year	110,803	110,803
Later than 1 year and not later than 5 years	101,569	212,371
	212,372	323,174

		Group	Group
		2025	2024
		£	£

Other than land and buildings
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

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 allowed by Financial Reporting Standard 102 not to disclose transactions with the wholly owned subsidiary undertakings of the group.

At the year end, the group owed an amount of £325,000 (2024 - £325,000) by companies related by virtue of common directorship.

At the year end, the group was owed an amount of £61,920 (2024 - £61,920) by a director of the subsidiary company.

27.	Post balance sheet events

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

28.	Controlling party

The ultimate controlling parties are the directors, but no one individual has absolute control.

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