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REGISTERED NUMBER: 09899731 (England and Wales)









GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

HARNHAM GROUP LIMITED

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


HARNHAM GROUP LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 NOVEMBER 2025







DIRECTORS: S J Clarke
D Farmer
S Lawrence
D Rees
M P Simcox
W Ali
G Hall





REGISTERED OFFICE: 3rd Floor, Melbury House
51 Wimbledon Hill Road
Wimbledon
London
SW19 7QW





REGISTERED NUMBER: 09899731 (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

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025


The directors present their strategic report of the company and the group for the year ended 30 November 2025.

REVIEW OF BUSINESS
The directors are pleased to report the Group's consolidated performance for the year.

Harnham Group is a provider of recruitment services through its subsidiaries which operate across the UK, Netherlands and US markets. They specialise in providing permanent and contract staffing solutions for the data and AI sector. Additionally, through its subsidiary, Rockborne, it trains and develops graduates in data and analytics before deploying to its clients. Rockborne also provides bespoke training services and consultancy services through its trained graduate consultants supplemented by Harnham provided contractors.

Gross profit increased to £17,386,382 (2024 - £17,067,136). The movement was less severe than in prior years as although poor trading conditions continued in the first half, a clear improvement in the market was seen in the second half. The group reported a loss before taxation of £1,073,234, an improvement on 2024 (£2,553,453 loss) through a further £2.4m of cost reductions focused on its permanent staffing solutions division, Rockborne and central overhead including the sub lease of the majority of the head office building.

Turnover was overall 3% lower than prior year at £34.8m (2024 £36.0m). Contract staffing showed the largest decline with turnover from this service line reducing to £21.2m (2024 £23.3m). The decline was entirely US related and followed a restructuring which will position the business for future growth. The UK contract business grew by 4%. Permanent staffing remained at £10.1m: a £0.2m gain in the UK offset a £0.2m reduction in Europe as the business moved away from the French market. Rockborne revenues increased by £0.1m to £2.7m (2024 £2.6m) driven by increased training revenues.

Employee numbers reduced to an average of 184 for the year, down 17% from prior year (2024 216). Headcount in the perm service line reduced by 14 to an average of 85 in line with market demand. Rockborne was able to reduce its headcount to an average of 39 over the year (2024 53) This is due to its new business model which allows lower upfront training and bench costs. Headcount in the contract service line stayed level despite the increase in turnover.

Cash balances improved £0.8m to £1.0m at year end. During the year the Group secured a £1.55m loan, after costs, from its major shareholders. The £2.5m term loan from HSBC has now been fully repaid, servicing during the year cost £0.5m. The Group has access to UK invoice discounting facilities, provided by HSBC, of up to £4m. In addition, the Group utilized Advance Partners invoice factoring services which generated £0.8m, the same level as prior year.

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 17,386,382 17,067,136
EBITDA 314,296 (1,516,372 )
Current assets less current liabilities (1,501,558 ) (1,847,386 )

The board considers:
i) Gross Profit as a measure of growth in the business. This year gross profit increased by 1.8% through a reduction in US contract revenues, which declined 36% year on year. Permanent gross profit was flat overall, however there was growth across the year with the 2nd half 20% higher than the first. Rockborne gross profit increased by 19% through increased demand in their training service and improved margin on deployments.

ii) Earnings before interest, tax, depreciation, and amortisation (EBITDA) as a measure of the underlying profitability. The £1.8m increase in EBITDA despite the lower gross profit reflects the continued cost reductions applied throughout the year.

iii) Current assets less current liabilities represent the underlying assets of the business excluding any longer-term funding. It increased by £0.3m with reduced UK borrowings and lower creditors following the loan financing offset by lower debtors due to the reduction in contract revenues.


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the Group's strategy are subject to several risks. The key risks and associated mitigating factors are laid out below.

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

Financial risk
The Group 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 Group 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 Group.

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.


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025

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.

Following the cost reductions achieved in prior years and the additional financing raised in 2025 the directors are looking to take advantage of customer demand and grow the business focusing on its key markets and sectors.

The board continues to see significant opportunities in the US market and is investing further in growth here, as well as reallocating resources from less profitable areas. It will also focus on extending its contract offering to increase the proportion of recurring revenues for the group. Rockborne has successfully extended its offerings to include training and consultancy services and will invest further in these service lines.

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

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 NOVEMBER 2025


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

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of recruitment services.

DIVIDENDS
The aggregate dividends on the A Ordinary shares recognised during the financial year amount to £900,038 (2024 - £900,038). On 31 March 2026, a further £900,038 became payable on the A Ordinary shares.

No dividends were paid on the B Ordinary shares during the financial year (2024 - £nil). The directors recommend that no final dividend be paid on these shares.

FUTURE DEVELOPMENTS
A review of future developments can be found in the Strategic Report.

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
D Rees

Other changes in directors holding office are as follows:

S E Ledwidge - resigned 19 December 2024
M P Simcox - appointed 19 December 2024

W Ali and G Hall were appointed as directors after 30 November 2025 but prior to the date of this report.

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

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 NOVEMBER 2025


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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARNHAM GROUP LIMITED


Opinion
We have audited the financial statements of Harnham Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 30 November 2025 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

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

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

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

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARNHAM GROUP LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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

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

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.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARNHAM GROUP LIMITED


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

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2025

2025 2024
Notes £    £   

TURNOVER 3 34,872,629 36,015,543

Cost of sales 17,486,247 18,948,407
GROSS PROFIT 17,386,382 17,067,136

Administrative expenses 18,159,640 19,497,293
(773,258 ) (2,430,157 )

Other operating income 2,171 -
OPERATING LOSS 5 (771,087 ) (2,430,157 )

Interest receivable and similar income 533 2,261
(770,554 ) (2,427,896 )

Interest payable and similar expenses 6 302,680 125,557
LOSS BEFORE TAXATION (1,073,234 ) (2,553,453 )

Tax on loss 7 (61,732 ) (150,969 )
LOSS FOR THE FINANCIAL YEAR (1,011,502 ) (2,402,484 )
Loss attributable to:
Owners of the parent (948,623 ) (2,222,037 )
Non-controlling interests (62,879 ) (180,447 )
(1,011,502 ) (2,402,484 )

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2025

2025 2024
Notes £    £   

LOSS FOR THE YEAR (1,011,502 ) (2,402,484 )


OTHER COMPREHENSIVE INCOME
Translation differences on foreign
subsidiaries (165,528 ) (11,085 )
Purchase of own shares
Treasury Shares (1 ) (1 )
Income tax relating to components of other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(165,529

)

(11,086

)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(1,177,031

)

(2,413,570

)

Total comprehensive income attributable to:
Owners of the parent (1,114,151 ) (2,232,979 )
Non-controlling interests (62,880 ) (180,591 )
(1,177,031 ) (2,413,570 )

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED BALANCE SHEET
30 NOVEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 65,158 270,878
Tangible assets 11 233,771 649,697
Investments 12 - -
298,929 920,575

CURRENT ASSETS
Debtors 13 6,506,292 7,161,705
Cash at bank and in hand 1,009,782 888,327
7,516,074 8,050,032
CREDITORS
Amounts falling due within one year 14 9,017,632 9,897,418
NET CURRENT LIABILITIES (1,501,558 ) (1,847,386 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,202,629

)

(926,811

)

CREDITORS
Amounts falling due after more than one
year

15

(1,888,449

)

-

PROVISIONS FOR LIABILITIES 18 (13,160 ) (100,345 )
NET LIABILITIES (3,104,238 ) (1,027,156 )

CAPITAL AND RESERVES
Called up share capital 19 14 14
Share premium 3,015,214 3,015,214
Capital redemption reserve 2 2
Treasury shares (2 ) (1 )
Retained earnings (5,794,822 ) (3,775,813 )
SHAREHOLDERS' FUNDS (2,779,594 ) (760,584 )

NON-CONTROLLING INTERESTS (324,644 ) (266,572 )
TOTAL EQUITY (3,104,238 ) (1,027,156 )

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


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

COMPANY BALANCE SHEET
30 NOVEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 4,035,937 4,035,925
4,035,937 4,035,925

CURRENT ASSETS
Debtors 13 3,161,088 395,741
Cash at bank 26,933 75,634
3,188,021 471,375
CREDITORS
Amounts falling due within one year 14 2,505,067 1,501,519
NET CURRENT ASSETS/(LIABILITIES) 682,954 (1,030,144 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,718,891

3,005,781

CREDITORS
Amounts falling due after more than one
year

15

1,888,449

-
NET ASSETS 2,830,442 3,005,781

CAPITAL AND RESERVES
Called up share capital 19 14 14
Share premium 3,015,214 3,015,214
Capital redemption reserve 1 1
Treasury shares (2 ) (1 )
Retained earnings (184,785 ) (9,447 )
SHAREHOLDERS' FUNDS 2,830,442 3,005,781

Company's profit for the financial year 724,700 883,850

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


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025

Called up Capital
share Retained Share redemption
capital earnings premium reserve
£    £    £    £   
Balance at 1 December 2023 14 (747,854 ) 3,015,214 2

Changes in equity
Total comprehensive income - (2,233,122 ) - -
Dividends - (900,038 ) - -
Change in shareholdings of
subsidiary

-

105,201

-

-
Balance at 30 November 2024 14 (3,775,813 ) 3,015,214 2

Changes in equity
Total comprehensive income - (1,114,151 ) - -
Dividends - (900,038 ) - -
Change in shareholdings of
subsidiary

-

(4,820

)

-

-
Balance at 30 November 2025 14 (5,794,822 ) 3,015,214 2
Treasury Non-controlling Total
shares Total interests equity
£    £    £    £   
Balance at 1 December 2023 - 2,267,376 19,809 2,287,185

Changes in equity
Total comprehensive income (1 ) (2,233,123 ) (180,591 ) (2,413,714 )
Dividends - (900,038 ) - (900,038 )
Change in shareholdings of
subsidiary

-

105,201

(105,790

)

(589

)
Balance at 30 November 2024 (1 ) (760,584 ) (266,572 ) (1,027,156 )

Changes in equity
Total comprehensive income (1 ) (1,114,152 ) (62,880 ) (1,177,032 )
Dividends - (900,038 ) - (900,038 )
Change in shareholdings of
subsidiary

-

(4,820

)

4,808

(12

)
Balance at 30 November 2025 (2 ) (2,779,594 ) (324,644 ) (3,104,238 )

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 December 2023 14 6,741 3,015,214

Changes in equity
Total comprehensive income - 883,850 -
Dividends - (900,038 ) -
Balance at 30 November 2024 14 (9,447 ) 3,015,214

Changes in equity
Total comprehensive income - 724,700 -
Dividends - (900,038 ) -
Balance at 30 November 2025 14 (184,785 ) 3,015,214
Capital
redemption Treasury Total
reserve shares equity
£    £    £   
Balance at 1 December 2023 1 - 3,021,970

Changes in equity
Total comprehensive income - (1 ) 883,849
Dividends - - (900,038 )
Balance at 30 November 2024 1 (1 ) 3,005,781

Changes in equity
Total comprehensive income - (1 ) 724,699
Dividends - - (900,038 )
Balance at 30 November 2025 1 (2 ) 2,830,442

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (604,631 ) 1,072,402
Interest paid (302,680 ) (125,557 )
Tax paid (4,930 ) 1,056
Net cash from operating activities (912,241 ) 947,901

Cash flows from investing activities
Purchase of tangible fixed assets (24,842 ) (20,869 )
Sale of tangible fixed assets 4,781 1,891
Interest received 533 2,261
Net cash from investing activities (19,528 ) (16,717 )

Cash flows from financing activities
New loans in year 1,750,000 -
Loan repayments in year (520,493 ) (858,996 )
Net cash from financing activities 1,229,507 (858,996 )

Increase in cash and cash equivalents 297,738 72,188
Cash and cash equivalents at beginning
of year

2

888,327

771,458
Effect of foreign exchange rate changes (176,283 ) 44,681
Cash and cash equivalents at end of
year

2

1,009,782

888,327

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2025


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

2025 2024
£    £   
Loss before taxation (1,073,234 ) (2,553,453 )
Depreciation charges 641,229 762,816
Loss on disposal of fixed assets 4 407
Finance costs 302,680 125,557
Finance income (533 ) (2,261 )
(129,854 ) (1,666,934 )
Decrease in trade and other debtors 655,413 330,694
(Decrease)/increase in trade and other creditors (1,130,190 ) 2,408,642
Cash generated from operations (604,631 ) 1,072,402

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 1,009,782 888,327
Year ended 30 November 2024
30/11/24 1/12/23
£    £   
Cash and cash equivalents 888,327 771,458


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

At 1/12/24 Cash flow At 30/11/25
£    £    £   
Net cash
Cash at bank and in hand 888,327 121,455 1,009,782
888,327 121,455 1,009,782
Debt
Debts falling due within 1 year (520,493 ) 501,270 (19,223 )
Debts falling due after 1 year - (1,888,449 ) (1,888,449 )
(520,493 ) (1,387,179 ) (1,907,672 )
Total 367,834 (1,265,724 ) (897,890 )

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025


1. STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

Basis of consolidation
The group consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 30 November 2025. The accounts are adjusted, where appropriate, to conform to group accounting policies, intra-group sales and profit are eliminated fully on consolidation.

In respect of overseas operations, the results are translated into sterling at rates approximating to those ruling
when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

In the parent company financial statements investments in subsidiaries are accounted for at cost less impairment.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


2. ACCOUNTING POLICIES - continued

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.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2016, is being amortised evenly over its estimated useful life of ten years.

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

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

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


2. ACCOUNTING POLICIES - continued

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 include 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 Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


2. ACCOUNTING POLICIES - continued
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.

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

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.'

Share capital
Ordinary shares are classified as equity.

3. TURNOVER

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

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
United Kingdom 23,477,758 21,270,800
Europe 2,242,040 2,602,442
United States of America 9,083,992 12,118,451
ROW 68,839 23,850
34,872,629 36,015,543

4. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 11,311,176 12,461,416
Social security costs 896,361 854,046
Other pension costs 187,317 192,628
12,394,854 13,508,090

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2025 2024

Directors 4 4
Employees 180 212
184 216

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

5. OPERATING LOSS

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

2025 2024
£    £   
Hire of plant and machinery 14,921 13,719
Other operating leases 1,465,260 1,533,137
Depreciation - owned assets 435,201 554,690
Loss on disposal of fixed assets 4 407
Goodwill amortisation 195,467 195,467
Computer software amortisation 10,253 12,659
Auditors' remuneration 24,850 24,050
Taxation compliance services 3,100 2,975
Other non- audit services 7,251 6,400
Foreign exchange differences (161,828 ) 48,234

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Bank loan interest 12,430 74,034
Loan 204,525 -
Interest payable 85,725 51,523
302,680 125,557

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2025 2024
£    £   
Current tax:
Foreign tax 25,452 15,411

Deferred tax (87,184 ) (166,380 )
Tax on loss (61,732 ) (150,969 )

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Loss before tax (1,073,234 ) (2,553,453 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

(268,309

)

(638,363

)

Effects of:
Expenses not deductible for tax purposes 101,147 55,863
Depreciation in excess of capital allowances 93,077 83,511
Utilisation of tax losses (127,664 ) 143
subsidiary
Foreign tax rate 67,677 (50,645 )
Amortisation of goodwill on consolidation 48,867 48,867
Other tax adjustments - (5,346 )
Deferred tax movement (87,184 ) (166,380 )
Losses c/fwd 110,657 521,381
Total tax credit (61,732 ) (150,969 )

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Translation differences on foreign
subsidiaries (165,528 ) - (165,528 )
Purchase of own shares
Treasury Shares (1 ) - (1 )
(165,529 ) - (165,529 )


HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


7. TAXATION - continued
2024
Gross Tax Net
£    £    £   
Translation differences on foreign
subsidiaries (11,085 ) - (11,085 )
Purchase of own shares
Treasury Shares (1 ) - (1 )
(11,086 ) - (11,086 )

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
2025 2024
£    £   
Ordinary A shares of £0.001 each
Interim 900,038 900,038

10. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1 December 2024 1,954,672 124,230 2,078,902
Exchange differences - (812 ) (812 )
At 30 November 2025 1,954,672 123,418 2,078,090
AMORTISATION
At 1 December 2024 1,694,048 113,976 1,808,024
Amortisation for year 195,467 10,253 205,720
Exchange differences - (812 ) (812 )
At 30 November 2025 1,889,515 123,417 2,012,932
NET BOOK VALUE
At 30 November 2025 65,157 1 65,158
At 30 November 2024 260,624 10,254 270,878

Intangible assets consist of goodwill acquired during the year ended 30 November 2016 arising on the acquisition of Harnham Search and Selection Limited and Harnham Inc. The goodwill is amortised evenly over the directors' estimate of its useful life of 10 years.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


11. TANGIBLE FIXED ASSETS

Group
Improvements
Short to Plant and
leasehold property machinery
£    £    £   
COST
At 1 December 2024 108,388 197,715 1,931
Additions - 6,896 2,219
Disposals - - -
Exchange differences - - -
At 30 November 2025 108,388 204,611 4,150
DEPRECIATION
At 1 December 2024 29,810 197,715 596
Charge for year 11,740 4,569 2,493
Eliminated on disposal - - -
Exchange differences - - -
At 30 November 2025 41,550 202,284 3,089
NET BOOK VALUE
At 30 November 2025 66,838 2,327 1,061
At 30 November 2024 78,578 - 1,335

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 December 2024 1,694,357 68,000 839,488 2,909,879
Additions 9,341 - 6,386 24,842
Disposals (45,377 ) - (359,219 ) (404,596 )
Exchange differences (1,762 ) - (10,474 ) (12,236 )
At 30 November 2025 1,656,559 68,000 476,181 2,517,889
DEPRECIATION
At 1 December 2024 1,213,437 35,775 782,849 2,260,182
Charge for year 357,504 9,339 49,556 435,201
Eliminated on disposal (42,755 ) - (357,056 ) (399,811 )
Exchange differences (1,487 ) - (9,967 ) (11,454 )
At 30 November 2025 1,526,699 45,114 465,382 2,284,118
NET BOOK VALUE
At 30 November 2025 129,860 22,886 10,799 233,771
At 30 November 2024 480,920 32,225 56,639 649,697

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 December 2024 4,035,925
Additions 12
At 30 November 2025 4,035,937
NET BOOK VALUE
At 30 November 2025 4,035,937
At 30 November 2024 4,035,925

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Harnham Search and Selection Limited, a company incorporated in the United Kingdom.

Harnham Europe Limited, a company incorporated in the United Kingdom.

Harnham Inc., a company incorporated in the USA.

Harnham GmbH, a company incorporated in Germany.

Rockborne Limited, a company incorporated in the United Kingdom.

Harnham BV, a company incorporated in the Netherlands.


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade debtors 5,141,968 6,448,672 - -
Amounts owed by group undertakings - - 3,161,088 395,741
Other debtors 298,783 195,348 - -
Accrued income 672,556 161,431 - -
Prepayments 392,985 356,254 - -
6,506,292 7,161,705 3,161,088 395,741

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Bank loans and overdrafts (see note 16) - 520,493 - -
Other loans (see note 16) 19,223 - 19,223 -
Trade creditors 1,320,676 1,694,825 - -
Amounts owed to group undertakings - - 9 9
Amounts owed to associates 2,476,903 1,497,510 2,476,903 1,497,510
Tax 10,623 (9,899 ) - -
Social security and other taxes 292,156 265,995 - -
VAT 811,104 866,534 - -
Other creditors 1,712,549 3,020,625 4,932 -
Deferred income 122,482 51,506 - -
Accrued expenses 2,251,916 1,989,829 4,000 4,000
9,017,632 9,897,418 2,505,067 1,501,519

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Other loans (see note 16) 1,888,449 - 1,888,449 -

16. LOANS

An analysis of the maturity of loans is given below:

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans - 520,493 - -
Other loans 19,223 - 19,223 -
19,223 520,493 19,223 -
Amounts falling due between two and five years:
Other loans - 2-5 years 1,888,449 - 1,888,449 -

17. SECURED DEBTS

During 2024, the group has given the bank a debenture including fixed charge over all present freehold and leasehold property; first fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and first floating charge over all assets and undertaking both present and future dated.

Unlimited Multilateral Guarantee dated 17 June 2022 given by Harnham Group Limited, Rockborne Limited, Harnham Search and Selection Limited and Harnham Europe Limited.

Other loans of £1.75m are secured by fixed and floating charges over all of the assets of the group companies.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


18. PROVISIONS FOR LIABILITIES

Group
2025 2024
£    £   
Deferred tax
Accelerated capital allowances 13,160 100,345

Group
Deferred
tax
£   
Balance at 1 December 2024 100,345
Provided during year (87,185 )
Balance at 30 November 2025 13,160

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid

Number:

Class:

Nominal


2025


2024
value: £ £
3,065 A Ordinary £0.001 3 3
8,828 B Ordinary £0.001 9 9
60 C Ordinary £0.001 - -
1,550 D Ordinary £0.001 2 2
14 14

A Ordinary shares have voting rights with entitlement to fixed cumulative preferential dividend until November 2026.
B Ordinary shares have voting rights with entitlement to dividend distributions.
C Ordinary shares have voting rights with entitlement to dividend distributions.
D Ordinary shares have no voting rights and no entitlement to dividend distributions.

HARNHAM GROUP LIMITED (REGISTERED NUMBER: 09899731)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2025


20. RELATED PARTY DISCLOSURES

The subsidiary company, Harnham Search and Selection Limited performs head office functions on behalf of the members of the group and subsequently recharges certain administrative costs across the group through intercompany loan arrangements. The loans are not secured, have no repayment terms and do not bear interest.

Amounts recharged to group companies were:
2025 2024
£ £
Harnham Europe Limited 203,201 232,550
Harnham Inc 797,393 902,753
Harnham GmbH - -
Rockborne Limited 382,263 424,134
Harnham BV 198,076 192,634


At the balance sheet date Harnham Search and Selection Limited was owed by the following entities:
2025 2024
£ £
Harnham Group Limited (3,093,055 ) (395,741 )
Harnham Europe Limited 680,240 438,742
Harnham Inc (2,374,562 ) (2,501,195 )
Harnham GmbH - -
Rockborne Limited 8,240,581 8,127,507
Harnham BV 819,070 445,780

Key management includes all directors and certain senior employees who have authority and responsibility for planning and controlling the activities of the group.

2025 2024
£ £

Salaries and other short-term employee benefits 685,099 469,370
Post-employment benefits 24,000 24,000
709,099 493,370

21. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is S J Clarke.