REGISTERED NUMBER: 05723485 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

HARNHAM SEARCH AND SELECTION LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Cash Flow Statement

15

Notes to the Financial Statements

16

DIRECTORS:

S J Clarke

D Farmer

S Lawrence

G Hall

REGISTERED OFFICE:

3rd Floor, Melbury House

51 Wimbledon Hill Road

Wimbledon

London

SW19 7QW

REGISTERED NUMBER:

05723485 (England and Wales)

AUDITORS:

Hartley Fowler LLP

Statutory Auditors

Chartered Accountants

4th Floor Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

The directors present their strategic report for the year ended 30 November 2025.

REVIEW OF BUSINESS

The directors are pleased to report the Company's performance for the year.

Harnham Search & Selection is a provider of recruitment services and operates in the UK market. They specialise in providing permanent and contract staffing solutions for the data and AI sector.

Gross profit increased to £8,940,775 (2024 - £7,590,989) as the company benefited from an improvement in the market for recruitment services particularly in the UK IT sector. The company reported a profit before taxation of £314,009, an increase on 2024 (£877,809 loss).

Turnover was 8.7% higher than prior year at £21.1m (2024 £19.4m). Turnover from Permanent staffing improved slightly to £5.0m (2024 £4.8m).

Employee numbers reduced to an average of 90 for the year, down 12.6% from prior year (2024 103).

The company's operations have a minimal impact on the environment and local communities given it is a services business with a mix of home-based and office-based employees. The group companies support and take part in initiatives to reduce any such impact and take an active role in local communities.

Key performance indicators

The company uses a number of key performance indicators to monitor the company's performance.

2025

2024

Gross Profit

8,940,775

7,590,989

EBITDA

803,694

(441,374

)

Current assets less current liabilities

4,007,581

4,606,830

The board considers:

i) Gross Profit as a measure of growth in the business. This year gross profit increased by 17.8%. Perm GP increased 4.7% and contract by 9.9%, with the balance coming from the sublet of surplus office space to a third party.

ii) Earnings before interest, tax, depreciation, and amortisation (EBITDA) as a measure of the underlying profitability. The £1.2m increase in EBITDA reflects the improvement in gross profit and by cost reductions from reduced employee numbers and lower overheads.

iii) Current assets less current liabilities represent the underlying assets of the business excluding any longer-term funding. It reduced by £0.6m due to an increase in amounts owed to group companies.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the Company's strategy are subject to several risks. The key risks and associated mitigating factors are laid out below.

Business and Operational risk

The Company's business operates in a dynamic competitive environment; risk mitigation is through execution of robust business plans and continuous monitoring of performance.

The risk of disruption to operations is mitigated by ensuring appropriate disaster recovery plans are in place. These plans are regularly reviewed by the senior management team.

Market risk

The Company is exposed to economic downturns generally and more specifically to the markets it trades in. This is mitigated by international diversification and the extension of the contract and Rockborne service lines, which are less impacted than permanent due to longer client commitments.

The Directors are aware of the significant growth of artificial intelligence (AI) and that this could be a risk as well as an opportunity, however given the group operates in this sector it is well placed to react appropriately.

Credit risk

The Company's credit risk stems primarily from trade debtors. Dedicated credit control resource is focused on continued review and active management to mitigate such risk. The Company's clients tend to be "blue chip" with strong credit ratings and there is no significant level of bad debt.

Financial risk

The Company is exposed to financial risks such as liquidity and currency fluctuations. Risk is mitigated through regular forecasting and continuous monitoring of performance against expectations. The group has an ability to borrow up to £4m through its invoice discounting facilities in the UK and is further able to factor its debtors in the US to raise further finance. The Company looks to reduce its currency exposure by reducing non-Sterling balances and natural hedges of costs in the same currency.

SECTION 172(1) STATEMENT

The Board acknowledges Section 172(1) of the UK Companies Act 2006, and its duty to promote the success of the Company.

A director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so has regard (amongst other matters) to:

- the likely consequences of any decision in the long term

- the interests of the company's employees

- fostering business relationships with suppliers, customers and others

- the impact on the community and environment

- the reputation for high standards of business conduct

- the need to act fairly between members of the company

Our outlook

The Directors understand the business and the evolving environment in which we operate. The strategy set by the Board is based on these key priorities - expand reach in core markets, achieve better outcomes for our clients, and nurture and grow our people.

Our clients

Our clients and the work we do for them is the bedrock of our business and the reason we can attract and retain our people. The relationships and trust our teams build with our clients, combined with the knowledge of our client's businesses, culture and skill requirements guarantees we have a high success rate on our placements.

Our people

Our people and their development are intrinsically linked to the success of our clients and achieving our strategic goals. We engage with our people regularly throughout the year and through a variety of means. We feel that it is important to bring our people together in person and have frequent events. It is important for the business that our people are listened to, their views are responded to, and everyone's achievements are celebrated.

FUTURE DEVELOPMENTS

The second half of 2025 showed market improvements and improved profitability across the group. This has extended into the first half of 2026 with the group performing well above expectations. In particular the US market has delivered strong growth.

AI has grown exponentially over the last year. The directors believe that Harnham, with its market leading depth of

experience in AI and data staffing solutions, is well positioned to take advantage of ongoing growth.

ON BEHALF OF THE BOARD:

S J Clarke - Director

2 June 2026

The directors present their report with the financial statements of the company for the year ended 30 November 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of recruitment services.

DIVIDENDS

The total distribution of dividends for the year ended 30 November 2025 will be £ 1,200,000 .

DIRECTORS

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

S J Clarke

D Farmer

S Lawrence

Other changes in directors holding office are as follows:

G Hall was appointed as a director after 30 November 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Hartley Fowler LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S J Clarke - Director

2 June 2026

Opinion

We have audited the financial statements of Harnham Search And Selection Limited (the 'company') for the year ended 30 November 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 November 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 Statement of Directors' Responsibilities set out on page five, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our procedures to respond to risks identified included the following:

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

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

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

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

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

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

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

Use of our report

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

Jonathan Askew (Senior Statutory Auditor)

for and on behalf of Hartley Fowler LLP

Statutory Auditors

Chartered Accountants

4th Floor Tuition House

27-37 St George's Road

Wimbledon

London

SW19 4EU

4 August 2026

TURNOVER

3

21,092,814

19,438,129

Cost of sales

12,152,039

11,847,140

GROSS PROFIT

8,940,775

7,590,989

Administrative expenses

10,198,168

10,147,747

(1,257,393

)

(2,556,758

)

Other operating income

4

1,583,101

1,752,071

OPERATING PROFIT/(LOSS)

6

325,708

(804,687

)

Interest receivable and similar income

-

570

325,708

(804,117

)

Interest payable and similar expenses

7

11,699

73,692

PROFIT/(LOSS) BEFORE TAXATION

314,009

(877,809

)

Tax on profit/(loss)

8

(67,739

)

(83,088

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

381,748

(794,721

)

PROFIT/(LOSS) FOR THE YEAR

381,748

(794,721

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

381,748

(794,721

)

FIXED ASSETS

Intangible assets

10

-

10,253

Tangible assets

11

189,192

465,682

189,192

475,935

CURRENT ASSETS

Debtors

12

13,287,212

13,131,632

Cash at bank and in hand

454,442

176,002

13,741,654

13,307,634

CREDITORS

Amounts falling due within one year

13

9,734,073

8,700,804

NET CURRENT ASSETS

4,007,581

4,606,830

TOTAL ASSETS LESS CURRENT LIABILITIES

4,196,773

5,082,765

PROVISIONS FOR LIABILITIES

17

40,995

108,735

NET ASSETS

4,155,778

4,974,030

CAPITAL AND RESERVES

Called up share capital

18

13

13

Share premium

19,884

19,884

Retained earnings

4,135,881

4,954,133

SHAREHOLDERS' FUNDS

4,155,778

4,974,030

The financial statements were approved by the Board of Directors and authorised for issue on 2 June 2026 and were signed on its behalf by:

S J Clarke - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 December 2023

13

6,708,854

19,884

6,728,751

Changes in equity

Total comprehensive income

-

(794,721

)

-

(794,721

)

Dividends

-

(960,000

)

-

(960,000

)

Balance at 30 November 2024

13

4,954,133

19,884

4,974,030

Changes in equity

Total comprehensive income

-

381,748

-

381,748

Dividends

-

(1,200,000

)

-

(1,200,000

)

Balance at 30 November 2025

13

4,135,881

19,884

4,155,778

Cash flows from operating activities

Cash generated from operations

1

190,898

1,593,320

Interest paid

(11,699

)

(73,692

)

Tax paid

-

10,000

Net cash from operating activities

179,199

1,529,628

Cash flows from investing activities

Purchase of tangible fixed assets

(23,083

)

(11,552

)

Sale of tangible fixed assets

(1

)

-

Interest received

-

570

Net cash from investing activities

(23,084

)

(10,982

)

Cash flows from financing activities

Loan repayments in year

(520,492

)

(858,996

)

Intercompany loan movements

1,842,817

190,962

Equity dividends paid

(1,200,000

)

(960,000

)

Net cash from financing activities

122,325

(1,628,034

)

Increase/(decrease) in cash and cash equivalents

278,440

(109,388

)

Cash and cash equivalents at beginning of year

2

176,002

285,390

Cash and cash equivalents at end of year

2

454,442

176,002

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit/(loss) before taxation

314,009

(877,809

)

Depreciation charges

309,823

363,313

Loss on disposal of fixed assets

4

-

Finance costs

11,699

73,692

Finance income

-

(570

)

635,535

(441,374

)

Decrease in trade and other debtors

572,282

801,297

(Decrease)/increase in trade and other creditors

(1,016,919

)

1,233,397

Cash generated from operations

190,898

1,593,320

2.	CASH AND CASH EQUIVALENTS

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

Year ended 30 November 2025

30/11/25

1/12/24

£

£

Cash and cash equivalents

454,442

176,002

Year ended 30 November 2024

30/11/24

1/12/23

£

£

Cash and cash equivalents

176,002

285,390

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1/12/24

Cash flow

At 30/11/25

£

£

£

Net cash

Cash at bank and in hand

176,002

278,440

454,442

176,002

278,440

454,442

Debt

Debts falling due within 1 year

(520,493

)

520,493

-

(520,493

)

520,493

-

Total

(344,491

)

798,933

454,442

1.	STATUTORY INFORMATION

Harnham Search And Selection 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 Company Information page.

2.	ACCOUNTING POLICIES

Compliance with accounting standards

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.

The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).

The presentation currency of the financial statements is the Pound Sterling (£) which is also the functional currency of the company.

Going concern

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

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

a) Revenue recognition

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

b) Bad debt provisions

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

c) Depreciation and amortisation

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

Turnover

Revenue is measured at fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Revenue recognition

Turnover represents revenue earned under a wide variety of contracts to provide professional services. Revenue is recognised as earned when, and to the extent that, the firm obtains the right to consideration in exchange for its performance under these contracts. It is measured at the fair value of the right to consideration, which represents amounts chargeable to clients, including expenses and disbursements but excluding value added tax. Revenue not billed to clients is included in debtors and payments on account in excess of the relevant amount of revenue are included in creditors.

Turnover arising from the placement of permanent candidates is recognised at the time that the candidate commences full-time employment. Where a permanent candidate starts employment but does not work for the contractual period, a provision is made in respect of the required refund or credit note due to the client.

Turnover arising from temporary placements is recognised over the period that temporary workers are provided.

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.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

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

Short leasehold

-

over the lease term

Plant and machinery

-

25% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

33% on cost

Computer equipment

-

33% on cost

Financial instruments

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

Financial assets and liabilities are only offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle no a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

Foreign currencies

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

Leasing commitments

Assets obtained under hire purchase or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under financial leases are depreciated over their estimated useful lives of the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. The minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the effective interest method. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

Share options

The group operates an EMI share option scheme, engaging in equity settled share based payment transactions in respect of services received. Details of the options within this scheme are set out in the Share Based Payment Transactions note.

It is the policy of the company to grant share options that have an exercise price representing fair market value at the date of grant. Fair market values have been determined using the Black Scholes model, which takes into account the the exercise price of the option, the current share price, the risk free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. This is in accordance with FRS102 'Share-based payment.'

3.

TURNOVER

The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

20,801,035

18,864,232

Europe

124,086

397,070

United States of America

158,693

152,977

ROW

9,000

23,850

21,092,814

19,438,129

4.	OTHER OPERATING INCOME

2025

2024

£

£

Sundry receipts

2,171

-

Management recharge

1,580,930

1,752,071

1,583,101

1,752,071

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

6,165,487

6,309,088

Social security costs

773,333

724,684

Other pension costs

159,991

183,818

7,098,811

7,217,590

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

2025

2024

Directors

3

3

Employees

87

100

90

103

2025

2024

£

£

Directors' remuneration

684,499

513,889

Directors' pension contributions to money purchase schemes

24,000

24,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

3

3

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

229,848

200,000

Pension contributions to money purchase schemes

8,000

8,000