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Registered number: 05974472









DARTMOUTH PARTNERS LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
DARTMOUTH PARTNERS LTD
 
 
COMPANY INFORMATION


Directors
L V Naidu 
D Sookramanien 




Company secretary
A G Secretarial Ltd



Registered number
05974472



Registered office
125 London Wall

London

England

EC2Y 5AS




Independent auditor
S&W Audit
Statutory Auditor & Chartered Accountants

14th Floor

103 Colmore Row

Birmingham

B3 3AG





 
DARTMOUTH PARTNERS LTD
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3
Directors' Responsibilities Statement
4
Independent Auditor's Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 31


 
DARTMOUTH PARTNERS LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present the Strategic Report for the year ended 31 December 2025.

Business review
 
The principal activity of the Company is that of recruitment consultancy. In the prior year, the operational activities of the HR recruitment service line were transitioned to Catalyst Partners Global Limited, a fellow subsidiary of the ultimate parent undertaking.

Dartmouth is a specialist recruitment business with a premium offering, leading brand and operating in a large addressable market.

2025 saw revenue increase by 36% versus 2024, with gross profit increasing by 22% and operating profit increasing by 114%.

Principal risks and uncertainties and future developments
 
The business operates within the recruitment sector, whose performance is closely correlated with the broader macroeconomic environment. As such there is an inherent business risk which is linked to the performance of the economies where the business trades.

The 2023 downturn proved to be a challenging trading environment for the broader recruitment consultancy sector with both revenue and net fee incomes adversely impacted. The Company has a small proportion of fixed overheads which translates to a natural hedge in the variable cost base when revenues and net fee income are lower. This, coupled with the flexible nature of the cost base, has allowed the business to reposition itself and return the business to year-on-year growth in both 2024 and 2025.

The board continues to monitor the economic environment closely. The business continues to be well positioned to capitalise on growth in the future.

Financial key performance indicators
 
Revenue for the year increased by 36% to £22,266,388 (2024 - £16,417,066).

Gross Profit for the year increased by 22% to £18,208,503
 (2024 - £14,900,876).

Operating Profit for the year increased by 114% to £5,390,653 
(2024 - £2,513,886).

The Company continues to have a strong Statement of Financial Position with net assets increasing by 10% to £29,562,255 as at 31 December 2025 (2024 - £23,936,552).

Future developments

There have been no significant future developments identified since the year end other than post balance sheet events as disclosed in note 24.

Page 1

 
DARTMOUTH PARTNERS LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


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



D Sookramanien
Director

Date: 30 June 2026

Page 2

 
DARTMOUTH PARTNERS LTD
 
 
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.

Results and dividends

The profit for the year, after taxation, amounted to £5,625,703 (2024 - £2,385,619).

No dividends were declared or paid during the year (2024 - £Nil).

Directors

The directors who served during the year were:

L V Naidu 
D Sookramanien 

Matters covered in the Strategic Report

Where necessary, disclosures relating to future developments have been made in the Strategic Report and have not been repeated here in accordance with Section 414C of the Companies Act 2006.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

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

Post balance sheet events

In February 2026, the Group headed by the ultimate parent company entered into new debt facilities, resulting in the drawing of a new term loan facility and the option for a revolving credit facility. Subsequently, additional fixed charges have been created by the lender, secured against the Company's assets.

Auditor

The auditor, S&W Audit (a trading name of S&W Partners Audit Limited), will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





D Sookramanien
Director

Date: 30 June 2026

Page 3

 
DARTMOUTH PARTNERS LTD
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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

select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Page 4

 
img72e1.png 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DARTMOUTH PARTNERS LTD
 

Opinion


We have audited the financial statements of Dartmouth Partners Ltd (the 'Company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equityand the notes to the financial statements, including material accounting policy informationThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).


In our opinion, the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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

 
DARTMOUTH PARTNERS LTD
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DARTMOUTH PARTNERS LTD (CONTINUED)

Other information


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


We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
DARTMOUTH PARTNERS LTD
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DARTMOUTH PARTNERS LTD (CONTINUED)

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


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:

We obtained a general understanding of the Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity’s policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company’s industry and regulation.

We understand that the Company complies with the framework through:
Outsourcing statutory accounts preparation and tax compliance to external experts;
Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary; and
The directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company’s ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:
The Companies Act 2006 and FRS 101 in respect of the preparation and presentation of the financial statements.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:
Payment of bonuses based on sales, which may create an incentive for acceleration of permanent placement revenue recognition; and
Manipulation of the financial statements, especially revenue, via fraudulent journal entries.

These areas were communicated to the other members of the engagement team not present at the discussion.

The procedures we carried out to gain evidence in the above areas included:
Substantive work on revenue recognition, particularly focusing on revenue recognised around the period end;
Substantive work on material areas affecting profits; and
Testing journal entries, focusing particularly on postings to unexpected or unusual accounts and transactions relating to revenue.


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


Page 7

 
DARTMOUTH PARTNERS LTD
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DARTMOUTH PARTNERS LTD (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 2006Our audit work has been undertaken so that we might state to the Company's  those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.





Benjamin Stapleton
Senior Statutory Auditor
  
for and on behalf of
S&W Audit
 
Statutory Auditor
Chartered Accountants
  
14th Floor
103 Colmore Row
Birmingham
B3 3AG

30 June 2026
Page 8

 
DARTMOUTH PARTNERS LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Revenue
 4 
22,266,388
16,417,066

Cost of sales
  
(4,057,885)
(1,516,190)

Gross profit
  
18,208,503
14,900,876

Administrative expenses
  
(12,411,287)
(9,239,003)

Exceptional expenses
 5 
(362,225)
(3,133,165)

Foreign exchange losses
  
(44,338)
(14,822)

Operating profit
 6 
5,390,653
2,513,886

Interest receivable and similar income
 10 
217,465
139,381

Interest payable and similar expenses
 11 
-
(14,368)

Profit before tax
  
5,608,118
2,638,899

Tax on profit
 12 
17,585
(253,280)

Profit for the financial year
  
5,625,703
2,385,619

There was no other comprehensive income for 2025 (2024 - £Nil).

The notes on pages 12 to 31 form part of these financial statements.

Page 9

 
DARTMOUTH PARTNERS LTD
REGISTERED NUMBER:05974472

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
8,301
98,594

Investments
 14 
27,896
27,896

Debtors: amounts falling due after more than one year
 15 
-
108,018

  
36,197
234,508

Current assets
  

Debtors: amounts falling due within one year
 15 
32,718,896
23,169,507

Cash at bank and in hand
  
3,266,586
7,263,471

  
35,985,482
30,432,978

Creditors: amounts falling due within one year
 16 
(6,459,424)
(6,720,245)

Net current assets
  
 
 
29,526,058
 
 
23,712,733

Total assets less current liabilities
  
29,562,255
23,947,241

Deferred tax
 18 
-
(10,689)

Net assets
  
29,562,255
23,936,552


Capital and reserves
  

Called up share capital 
 19 
400
400

Share premium account
 20 
59,380
59,380

Capital contribution reserve
 20 
3,297,008
3,297,008

Profit and loss account
 20 
26,205,467
20,579,764

Shareholders' funds
  
29,562,255
23,936,552


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D Sookramanien
Director

Date: 30 June 2026

The notes on pages 12 to 31 form part of these financial statements.

Page 10

 
DARTMOUTH PARTNERS LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2024
400
59,380
3,297,008
18,194,145
21,550,933


Comprehensive income for the year

Profit for the year
-
-
-
2,385,619
2,385,619



At 1 January 2025
400
59,380
3,297,008
20,579,764
23,936,552


Comprehensive income for the year

Profit for the year
-
-
-
5,625,703
5,625,703


At 31 December 2025
400
59,380
3,297,008
26,205,467
29,562,255


Page 11

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Dartmouth Partners Ltd is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 05974472). The registered office address is 125 London Wall, London, EC2Y 5AS.

The principal activity of the Company is that of recruitment consultancy.

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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Kernel EquityCo Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.

Page 12

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial
statements of its ultimate parent undertaking established under the law of England and Wales and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

The directors have reviewed cash flow forecasts for at least the 12 month period from the date of signing to ensure the Company can maintain its day-to-day services, fulfil its statutory obligations and meet future obligations to funders and other stakeholders.

At 31 December 2025, the Company had sufficient cash balances to maintain a positive cash position and meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements, based upon current expectations.

The directors' forecasts reflect an objective assessment of the impact of macroeconomic and market specific factors on the Company's operational performance and trading prospects. To the date of signing, positive cash balances have been maintained.

The directors have stress tested their forecasts and sales demand would need to fall by a significant amount before cash flow becomes an issue, such that they do not believe this to be a probable outcome.

The directors believe the Company will continue to be a going concern and have therefore prepared these financial statements on a going concern basis.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Page 13

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following revenue streams are accounted for under the following policies:

Temporary placements

Revenue from the provision of temporary contractors is recognised as services are rendered, based on hours worked multiplied by the contracted hourly rate, net of rebates. In the case of temporary contractors, there is deemed to be one performance obligation, being the satisfactory completion of the daily hours over time.

The Company assesses whether it is acting as agent or principal depending on whether the customer has a direct relationship with the Company, whether the Company has the primary responsibility for providing the services and whether the Company has control over the placement of the worker.

Where the Company acts as a principal in the supply, revenue is recognised as the gross amount
due, net of value-added tax, rebates and discounts. The Company does not have any agency relationships.

Permanent placements

Revenue from permanent placements is recognised when the candidates start work, since there is deemed to be one performance obligation, being the commencement of employment of the worker and therefore satisfied at a point in time. In the occasional instances where a permanent worker is deemed to be unsatisfactory and a suitable replacement cannot be found, a credit will be issued. No provision is held for this since the amounts are not material. The transaction price is determined in accordance with the contractual arrangements in place.

For retainer and shortlisting fees, IFRS 15 requires that these fees are deferred and only recognised once the performance obligation has been satisfied or the contract terminated. The transaction price is determined in accordance with the contractual arrangements in place.

Contract liabilities (amounts received in advance of performance delivery) consists of billings or payments received in advance of revenue recognition.

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss 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.

Page 14

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.10

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
20%
Fixtures and fittings
-
25%
Office equipment
-
25%
Computer equipment
-
33%
Right-of-use assets
-
Over the lease term

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 profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.13

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
 
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The rate of interest implicit in the Company's lease arrangements are not readily determinable and management have determined that the incremental borrowing rate to be applied in calculating the lease liability is 8.25 per cent for the UK property.

Lease payments included in the measurement of the lease liability comprise:

fixed lease payments (including in-substance fixed payments), less any lease incentives;


The lease liability is included in 'Creditors' on the Statement of Financial Position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Tangible Assets' lines, as applicable, in the Statement of Financial Position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.10.

The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value, being less than £1,000. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Page 16

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.13
Leases (continued)

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
 
 
2.14

Financial instruments


The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
 
Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 
 
Impairment of financial assets

The Company would always recognise lifetime expected credit losses ("ECL") for trade receivables and amounts due on contracts with customers where it has reviewed and identified that impairment should be recognised. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

Page 17

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.14
Financial instruments (continued)

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

 
2.15

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 Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to 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.

 
2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Page 18

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.16
Current and deferred taxation (continued)

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


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The judgements, estimates and assumptions are evaluated at each reporting date and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made.

Recognition of revenue
Management judgement is required to identify the performance obligations in the client contracts which the Company enters into. The methodology and key judgements applied are described in the accounting policy above.

Measurement of expected credit loss (“ECL”)
The measurement of expected credit losses to be recognised on the Company’s financial assets requires judgement by the directors. ECL is measured based on a historic loss rate applied to the aging of the receivable at the relevant period end. As the aging increases to more than 90 days overdue, there is a significant increase in credit risk. IFRS 9 does not define what constitutes a significant increase in credit risk. In assessing whether the credit risk of an asset has significantly increased the Company considers qualitative and quantitative reasonable and supportable forward-looking information. Management have deemed the ECL not material to the Company and as such it has not been recognised.

Recoverability of intra-group loans
The Company has provided loans to its subsidiary companies which are repayable on demand. Loans are impaired to their recoverable value should the counterparty not have sufficient resources to repay the loan on demand after taking all possible steps including the sale of trade and assets.

Page 19

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Revenue

An analysis of revenue by class of business is as follows:


2025
2024
£
£

Permanent placements
16,925,132
14,424,647

Temporary placements
5,341,256
1,992,419

22,266,388
16,417,066


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
22,266,388
16,417,066



5.


Exceptional items

2025
2024
£
£


Exceptional deferred remuneration
362,225
633,971

Exceptional group headcount restructuring costs
-
103,722

Exceptional lease modification expenses
-
793,029

Exceptional impairment of intercompany debtors
-
1,230,357

Other exceptional items
-
372,086

362,225
3,133,165

Page 20

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.Exceptional items (continued)

Exceptional deferred remuneration

These costs relate to remuneration payable to employees of the Group, arising from the Kernel Limited sale transaction completed in the 2023 financial year. This represents payments due to certain employees in recognition of their service to the Group and is in consideration for the purchase of options over shares related to the Kernel Limited sale transaction. The expense recognised represents the accrued charge for payments falling due within 12 to 24 months of the Kernel Limited sale transaction, with such payments being contingent on the continued employment of certain employees within the Group.

Group headcount restructuring costs

These costs relate to restructuring of group headcount within the prior year, which started within the 2023 financial year, including redundancy costs and payments in lieu of notice.

Exceptional impairment of intercompany debtors

The impairment recognised in the prior financial year related to amounts owed to the Company by Dartmouth Executive Search GmbH. The directors of the group headed by Kernel Equityco Limited performed a strategic review during the prior year and determined that trading in Dartmouth Executive Search GmbH was to be ceased. The amount owed to the Company was therefore impaired in full in the year ended 31 December 2024.

Other exceptional items

Other exceptional items represent one-off charges incurred during the prior year relating to exceptional receivables adjustments and VAT payments.

Lease modification costs

This expense related to the adjustments resulting from a lease modification which occurred within the prior financial year, which resulted in a change in the consideration payable over the remaining lease term in the Company. The net expense recorded reflected the write-off of a lease incentive balance previously recognised on the balance sheet and adjustment to security deposit to reflect the remaining term of the lease. A new lease was negotiated during the prior year for the 125 London Wall property, held in the name of another group company.

Page 21

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Operating profit

The operating profit is stated after charging/(crediting):

2025
2024
£
£

Foreign exchange losses
44,338
-

Operating lease rentals
37,240
40,519

Depreciation of owned tangible fixed assets
69,345
91,745

Depreciation on right-of-use assets
20,044
153,433


7.


Auditor's remuneration

2025
2024
£
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
41,795
40,185

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of the parent Company.


8.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
7,540,058
5,708,473

Social security costs
1,061,390
706,548

Cost of defined contribution scheme
92,021
78,347

8,693,469
6,493,368


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


        2025
        2024
            No.
            No.







Sales staff
81
58



Non-sales staff
3
7



Directors
2
2

86
67

Page 22

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Directors' remuneration

In both the current and prior year, directors' remuneration was borne by another company in the group headed by Kernel Equityco Limited. Directors are remunerated for their services to the Kernel Equityco Limited group, and it is impracticable to allocate the services of the Directors between group companies. The Company is recharged for its proportionate share of central overhead costs which are borne by another company in the group headed by Kernel Equityco Limited. The total recharge costs incurred by the Company in the year ended 31 December 2025 in respect of central overhead costs amounted to £2,282,685 (2024 - £768,451). This recharge includes an element of directors' remuneration.


10.


Interest receivable and similar income

2025
2024
£
£


Other interest receivable
217,465
139,381


11.


Interest payable and similar expenses

2025
2024
£
£


Interest on lease liabilities
-
14,368


12.


Taxation


2025
2024
£
£


Current tax on profits for the year
-
69,617

Adjustments in respect of previous periods
-
82,076


Deferred tax


Origination and reversal of timing differences
(17,344)
104,589

Adjustments in respect of previous periods
(241)
(3,002)

Total deferred tax
(17,585)
101,587


Taxation on (loss)/profit on ordinary activities
(17,585)
253,280
Page 23

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
5,608,118
2,638,899


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
1,402,030
659,725

Effects of:


Fixed asset differences
4,447
119,237

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
92,972
762,782

Adjustments to tax charge in respect of prior periods
(241)
79,074

Group relief
(1,516,793)
(1,367,538)

Total tax charge for the year
(17,585)
253,280


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Tangible fixed assets





Leasehold improvements
Fixtures and fittings
Office equipment
Computer equipment
Right-of-use assets
Total

£
£
£
£
£
£



Cost


At 1 January 2025
273,315
316,207
18,829
70,876
77,510
756,737


Additions
-
-
361
-
-
361


Disposals
(273,315)
-
-
-
(77,510)
(350,825)



At 31 December 2025

-
316,207
19,190
70,876
-
406,273



Depreciation


At 1 January 2025
272,050
248,640
13,750
66,237
57,466
658,143


Charge for the year on owned assets
-
65,721
2,536
1,088
-
69,345


Charge for the year on right-of-use assets
-
-
-
-
20,044
20,044


Disposals
(272,050)
-
-
-
(77,510)
(349,560)



At 31 December 2025

-
314,361
16,286
67,325
-
397,972



Net book value



At 31 December 2025
-
1,846
2,904
3,551
-
8,301



At 31 December 2024
1,265
67,567
5,079
4,639
20,044
98,594

The Company’s lease arrangements were in relation to one property in the United Kingdom. This lease expired during the year.

Page 25

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2025
27,896



At 31 December 2025
27,896





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Dartmouth Executive Search GmbH
Taunusanlage 8, 60329 Frankfurt am Main
Recruitment services
Ordinary
100%
Dartmouth Partners SARL
33 rue la Fayette, 75009 Paris
Recruitment services
Ordinary
100%
Dartmouth Partners Inc
12 E 49th Street, New York
Recruitment services
Ordinary
100%
Dartmouth Partners Hong Kong Limited
The Center Space at Suite 7628, 76th floor, The Center, 99 Queen’s Road Central, Hong Kong
Recruitment services
Ordinary
100%

Each of the above subsidiaries are direct subsidiaries of Dartmouth Partners Ltd.

Page 26

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Debtors

2025
2024
£
£

Due after more than one year

Other debtors
-
108,018


2025
2024
£
£

Due within one year

Trade debtors
2,727,488
1,289,158

Amounts owed by group undertakings
28,048,191
21,242,411

Other debtors
1,494,215
33,437

Prepayments and accrued income
442,106
604,501

Deferred taxation (note 19)
6,896
-

32,718,896
23,169,507



16.


Creditors: Amounts falling due within one year

2025
2024
£
£

Bank overdrafts
148,064
94,564

Trade creditors
484,542
563,995

Amounts owed to group undertakings
1,281,634
1,592,576

Corporation tax
-
69,526

Other taxation and social security
677,111
773,898

Other creditors
3,924
28,323

Accruals and deferred income
3,864,149
3,176,566

Deferred remuneration
-
420,797

6,459,424
6,720,245


Amounts owed to group undertakings are interest free, repayable on demand and due within one year.

Fixed and floating charges are secured over the Company's assets in relation to secured debt held by a fellow group undertaking in the group headed by Kernel Equityco Limited, the ultimate parent company. 

Page 27

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.

Leases

Company as a lessee



The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:

2025
2024
£
£

Interest expense on lease liabilities
-
14,368


18.


Deferred taxation




2025
2024


£

£






At beginning of year
(10,689)
90,898


Credited/(Charged) to profit or loss
17,585
(101,587)



Deferred tax asset/(liability) at end of year
6,896
(10,689)

The deferred taxation balance is made up as follows:

2025
2024
£
£


Accelerated capital allowances
-
(9,250)

Short-term timing differences
5,987
(4,441)

Other timing differences
-
3,002

Fixed asset timing differences
909
-

6,896
(10,689)

Accelerated capital allowances are expected to reverse, in line with each corresponding fixed asset class and the classes depreciation rates, as noted in the accounting policies.

Short-term timing differences are expected to reverse over the next 12 months.

Page 28

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Share capital

2025
2024
£
£
Authorised, allotted, called up and fully paid



10,000 Ordinary shares of £0.01 each
100
100
300 Ordinary A shares of £1.00 each
300
300

400

400

All share types have attached to them full voting, dividend and capital distribution rights.



20.


Reserves

Share premium account

The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value.

Capital contribution reserve

This reserve relates to the cumulative employee share options charge, less amounts transferred to the profit and loss account on crystallisation of underlying share options. This reserve also includes permanent investments of capital made by group undertakings to which share issues are not attached.

Profit and loss account

This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.


21.


Pension commitments

The Company operates a defined contribution 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 £92,021 (2024 - £77,466). Contributions totalling £23,951 (2024 - £1,155 owed from the fund) were payable to the fund at the reporting date.

Page 29

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


Share-based payments

Awards are granted to key individuals employed in the Group headed by Kernel Equityco Limited, which are to be settled in equity on vesting. These options vest in a change in ownership, and the number of awards exerciseable is dependent on various performance conditions being achieved or not achieved by employees. No share based payment charge has been recorded in the year ended 31 December 2025 on the grounds that this is immaterial to the financial statements.

Weighted average exercise price
2025
Number
2025
Weighted average exercise price
2024
Number
2024

Granted during the year

0.01

7,710

-
 
-
 
Forfeited during the year

0.01

(200)

-
 
-
 
Outstanding at the end of the year
0.01

7,510

-
 
-
 






23.


Related party transactions

The Company has taken advantage of the exemption within FRS 101 to not disclose transactions with wholly owned group entities.

During the year ended 31 December 2025, the Company recognised revenue of £55,000 (2024 - £70,750) for recruitment services provided to Three Hills Capital Partners, a minority shareholder of the Company's ultimate parent undertaking. No balances remained outstanding from Three Hills Capital Partners at the year-end (2024 - £Nil).


24.


Post balance sheet events

In February 2026, the Group headed by the ultimate parent company entered into new debt facilities, resulting in the drawing of a new term loan facility and the option for a revolving credit facility. Subsequently, additional fixed charges have been created by the lender, levied against the Company's assets.

Page 30

 
DARTMOUTH PARTNERS LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

25.


Controlling party

The Company's immediate parent undertaking is Granite Bidco Limited, a company registered in England and Wales.

The ultimate parent undertaking of the Company is Kernel Equityco Limited. a company incorporated in England and Wales.

The largest and smallest group of undertakings for which group accounts for the year ended 31 December 2025 have been drawn up, is that headed by Kernel Equityco Limited. The registered office address of Kernel Equityco Limited is 125 London Wall, London, EC2Y 5AS. Copies of the group accounts are available from Companies House.

The ultimate controlling party is L V Naidu by virtue of his majority shareholding in the ultimate parent undertaking.

Page 31