REGISTERED NUMBER: 14742772 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 October 2025

for

Portland Investment Group Holdings

Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Statement of Financial Position

10

Company Statement of Financial Position

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

Mr M J Davison

Mr K D Heppenstall

Mr A D Sheekey

REGISTERED OFFICE:

28 Bailey Street

Sheffield

S1 4EH

REGISTERED NUMBER:

14742772 (England and Wales)

AUDITORS:

SMH Group Audit

Statutory Auditors

5 Westbrook Court

Sharrow Vale Road

Sheffield

South Yorkshire

S11 8YZ

The directors present their strategic report of the company and the group for the year ended 31 October 2025.

REVIEW OF BUSINESS

The principal activity of the company during the year was to act as holding company to the group. During the year the group's principal activity was the provision of human resources to a diverse range of industries including Energy, Engineering, Construction and Healthcare.

The profit and loss account is set out on page 8 and shows the turnover for the year of £25.3m (2024: £26.7m), and an operating loss of £385k (2024: operating profit of £138k) on continuing operations.

The group consolidated loss after tax of £799,128 (2024: £90,139) includes the add back of amortisation of goodwill of £192,828 (2024: £188,294). The group EBITDA for the year is (£69,838) (2024: £381,588).

The directors are satisfied with the performance of the group in a year of external challenges. The business as a whole was able to find new opportunities to enhance income streams which can be attributed as much to the quality of service the group is well known for, as well as new investment choices.

Performance was expected to drop due to the change in mix of operations, and safeguards have been put in place to improve on this in 2026 and beyond.

PRINCIPAL RISKS AND UNCERTAINTIES

The market for the provision of human resources to the chosen sectors remains highly competitive. This competitive risk manifests itself in increased competition for staff, candidates and clients, service development and pricing pressures. Business risk in these sectors is also attached to the viability of a number of the company's SME client base, however these debts are insured wherever possible.

The group holds financial instruments to finance its operations. Operations are financed by floating rate invoice discounting facilities. In addition various financial instruments such as trade debtors and trade creditors arise directly from the group's operations. The group does not enter into any hedging agreements.

KEY PERFORMANCE INDICATORS

The group measures its main financial KPI's based on turnover, gross profit and conversion of net fee income. Turnover and operating profit have decreased by 5.2% and 325% respectively after a challenging year and a change in mix of operations. The conversion of net fee income (operating profit divided by gross profit) was -11.6% (2024: 3.6%). The group considers its main non-financial KPI's are in relation to both the environment and its staff. The group attempts to conduct its business in an environmentally friendly manner by encouraging recycling and minimising travel. The group also monitors staff turnover and the level of skill of its employees to ensure the business is run as efficiently as possible.

ON BEHALF OF THE BOARD:

Mr K D Heppenstall - Director

31 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 October 2025 will be £611,933.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

Mr M J Davison

Mr K D Heppenstall

Mr A D Sheekey

EMPLOYMENT OF DISABLED PERSONS

The group's policy is to ensure that equal opportunities exist, including training, career development and promotion for persons disabled at or subsequent to recruitment, having regard to their particular aptitudes and abilities.

EMPLOYEE INVOLVEMENT

During the year, the policy of providing employees with information about the group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the group's performance. Managers and team leaders participate directly in the success of the business through the applicable group company's commission scheme.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, SMH Group Audit, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr K D Heppenstall - Director

31 July 2026

Opinion

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

In our opinion the financial statements:

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

Our assessment of the susceptibility to material misstatement, whether by fraud or error, is made in a risk based approach.

In this approach, laws and regulations applicable to the entity, such as the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 102, the relevant tax compliance regulations within the UK, employment law, and Health and Safety law is considered, and the policies and controls the entity has in place to comply with these laws are reviewed, by discussion, reviews of correspondence and registrations monitored by external bodies. The engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Policies and controls relating to the risk of material misstatement as a result of fraud are also considered. These are assessed by obtaining an understanding of the company's operations and control environment. The policies and controls have been reviewed by discussion, review and sample testing of accounting entries, challenging assumptions and judgements, reviewing and evaluating related parties transactions, and wider background searches. Carrying value of investments, income recognition and cut off are also tested.

We have ensured that the engagement team have appropriate levels of competence and experience to effectively monitor these risks and carry out work relevant to our assessment of each risk, including consideration of the industry the company operates in and its size and complexity.

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

Use of our report

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

James Salim FCCA (Senior Statutory Auditor)

for and on behalf of SMH Group Audit

Statutory Auditors

5 Westbrook Court

Sharrow Vale Road

Sheffield

South Yorkshire

S11 8YZ

31 July 2026

TURNOVER

3

25,337,200

26,722,296

Cost of sales

22,009,405

22,863,183

GROSS PROFIT

3,327,795

3,859,113

Administrative expenses

3,713,035

4,020,839

(385,240

)

(161,726

)

Other operating income

-

300,000

OPERATING (LOSS)/PROFIT

5

(385,240

)

138,274

Interest receivable and similar income

7,418

49,472

(377,822

)

187,746

Gain/loss on revaluation of investments

(300,000

)

-

(677,822

)

187,746

Interest payable and similar expenses

6

160,249

237,743

LOSS BEFORE TAXATION

(838,071

)

(49,997

)

Tax on loss

7

(20,511

)

40,142

LOSS FOR THE FINANCIAL YEAR

(817,560

)

(90,139

)

Loss attributable to:

Owners of the parent

(828,871

)

(89,244

)

Non-controlling interests

11,311

(895

)

(817,560

)

(90,139

)

LOSS FOR THE YEAR

(817,560

)

(90,139

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(817,560

)

(90,139

)

Total comprehensive income attributable to:

Owners of the parent

(828,871

)

(89,244

)

Non-controlling interests

11,311

(895

)

(817,560

)

(90,139

)

FIXED ASSETS

Intangible assets

10

1,001,411

1,194,238

Tangible assets

11

1,040,814

169,123

Investments

12

1,010,399

1,310,399

3,052,624

2,673,760

CURRENT ASSETS

Debtors

13

5,678,644

6,078,976

Cash at bank and in hand

61,050

264,364

5,739,694

6,343,340

CREDITORS

Amounts falling due within one year

14

6,125,326

4,817,260

NET CURRENT (LIABILITIES)/ASSETS

(385,632

)

1,526,080

TOTAL ASSETS LESS CURRENT LIABILITIES

2,666,992

4,199,840

PROVISIONS FOR LIABILITIES

17

33,617

54,128

NET ASSETS

2,633,375

4,145,712

CAPITAL AND RESERVES

Called up share capital

18

5,686,000

5,686,000

Retained earnings

(2,929,729

)

(1,488,925

)

SHAREHOLDERS' FUNDS

2,756,271

4,197,075

NON-CONTROLLING INTERESTS

19

(122,896

)

(51,363

)

TOTAL EQUITY

2,633,375

4,145,712

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2026 and were signed on its behalf by:

Mr K D Heppenstall - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

5,686,000

5,686,000

5,686,000

5,686,000

CURRENT ASSETS

Debtors

13

235,420

420

CREDITORS

Amounts falling due within one year

14

234,933

-

NET CURRENT ASSETS

487

420

TOTAL ASSETS LESS CURRENT LIABILITIES

5,686,487

5,686,420

CAPITAL AND RESERVES

Called up share capital

18

5,686,000

5,686,000

Retained earnings

487

420

SHAREHOLDERS' FUNDS

5,686,487

5,686,420

Company's profit for the financial year

612,000

1,402,000

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2026 and were signed on its behalf by:

Mr K D Heppenstall - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 November 2023

5,686,000

1,899

5,687,899

-

5,687,899

Changes in equity

Dividends

-

(1,401,580

)

(1,401,580

)

(71,016

)

(1,472,596

)

Total comprehensive income

-

(89,244

)

(89,244

)

(895

)

(90,139

)

5,686,000

(1,488,925

)

4,197,075

(71,911

)

4,125,164

Acquisition of non-controlling interest

-

-

-

20,548

20,548

Balance at 31 October 2024

5,686,000

(1,488,925

)

4,197,075

(51,363

)

4,145,712

Changes in equity

Dividends

-

(611,933

)

(611,933

)

(82,844

)

(694,777

)

Total comprehensive income

-

(828,871

)

(828,871

)

11,311

(817,560

)

Balance at 31 October 2025

5,686,000

(2,929,729

)

2,756,271

(122,896

)

2,633,375

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2023

5,686,000

-

5,686,000

Changes in equity

Dividends

-

(1,401,580

)

(1,401,580

)

Total comprehensive income

-

1,402,000

1,402,000

Balance at 31 October 2024

5,686,000

420

5,686,420

Changes in equity

Dividends

-

(611,933

)

(611,933

)

Total comprehensive income

-

612,000

612,000

Balance at 31 October 2025

5,686,000

487

5,686,487

Cash flows from operating activities

Cash generated from operations

1

1,431,478

1,290,534

Interest paid

(160,249

)

(237,743

)

Tax paid

(81,221

)

(216,571

)

Net cash from operating activities

1,190,008

836,220

Cash flows from investing activities

Purchase of tangible fixed assets

(920,964

)

(47,976

)

Non-controlling interest acquisition

-

20,548

Interest received

7,418

49,472

Net cash from investing activities

(913,546

)

22,044

Cash flows from financing activities

Loan repayments in year

(202,500

)

(405,000

)

Amount introduced by directors

448,807

1,596,004

Amount withdrawn by directors

(31,306

)

(606,705

)

Dividends paid to minority interests

(82,844

)

(71,016

)

Equity dividends paid

(611,933

)

(1,401,580

)

Net cash from financing activities

(479,776

)

(888,297

)

Decrease in cash and cash equivalents

(203,314

)

(30,033

)

Cash and cash equivalents at beginning of year

2

264,364

294,397

Cash and cash equivalents at end of year

2

61,050

264,364

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

2025

2024

£

£

Loss before taxation

(838,071

)

(49,997

)

Depreciation charges

242,100

243,313

Loss on revaluation of fixed assets

300,000

-

Finance costs

160,249

237,743

Finance income

(7,418

)

(49,472

)

(143,140

)

381,587

Decrease in trade and other debtors

28,554

2,906,082

Increase/(decrease) in trade and other creditors

1,546,064

(1,997,135

)

Cash generated from operations

1,431,478

1,290,534

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 October 2025

31/10/25

1/11/24

£

£

Cash and cash equivalents

61,050

264,364

Year ended 31 October 2024

31/10/24

1/11/23

£

£

Cash and cash equivalents

264,364

294,397

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/11/24

Cash flow

At 31/10/25

£

£

£

Net cash

Cash at bank and in hand

264,364

(203,314

)

61,050

264,364

(203,314

)

61,050

Debt

Debts falling due within 1 year

(202,500

)

202,500

-

(202,500

)

202,500

-

Total

61,864

(814

)

61,050

1.	STATUTORY INFORMATION

Portland Investment Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Turnover

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

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion, where this can be reliably estimated. The stage of completion is calculated by comparing related costs incurred as a proportion of total related costs. Where he outcome cannot be reliably estimated, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business, is being amortised

evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

Freehold property - at valuation

Fixtures and fittings - 33% on reducing balance and 25% on reducing balance

Motor vehicles - 25% on reducing balance

Computer equipment - 25% on cost and 25% on reducing balance

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

There are negative retained earnings in the consolidated group of £2,911,297, which includes dividend distributions of £611,933 in the year. These dividends have been voted from previously generated reserves of the group.

The retained earnings in the immediate sub group was £2,021,472 as of 31 October 2025.

Management have prepared financial forecasts on a consolidated basis for a period covering at least 12 months from the date of signature of these financial statements. In preparing the forecasts, management have considered current levels of trading and the impact on both profitability and cash.

Accordingly, the Directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have concluded that it is appropriate to prepare these financial statements on a going concern basis.

3.

TURNOVER

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

An analysis of turnover by class of business is given below:

2025

2024

£

£

Provision of human resources

25,296,367

26,722,296

Rental income

40,833

-

25,337,200

26,722,296

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

25,337,200

26,722,296

25,337,200

26,722,296

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

11,189,462

7,906,027

Social security costs

314,504

188,655

Other pension costs

46,222

264,354

11,550,188

8,359,036

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

2025

2024

Management

8

8

Sales and Administration

34

47

42

55

2025

2024

£

£

Directors' remuneration

151,200

143,662

5.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging:

2025

2024

£

£

Hire of plant and machinery

119,056

135,814

Other direct costs

12,385,534

16,710,361

Depreciation - owned assets

49,273

55,021

Goodwill amortisation

192,827

188,294

Auditors' remuneration

27,670

17,705