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REGISTERED NUMBER: 10150044 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

FOR

RESOURCE GROUP HOLDINGS PLC

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 5 |

Report of the Independent Auditors | 7 |

Statement of 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 |

RESOURCE GROUP HOLDINGS PLC

COMPANY INFORMATION

FOR THE YEAR ENDED 31 JANUARY 2025

| DIRECTORS: | J L Madgwick

| C J Parry

| C S Swailes

| SECRETARY: | C S Swailes

| REGISTERED OFFICE: | 71-75 Shelton Street

| Covent Garden

| London

| WC2H 9JQ

| REGISTERED NUMBER: | 10150044 (England and Wales)

| AUDITORS: | Ashdown Hurrey Auditors Ltd

| Statutory Auditor

| 20 Havelock Road

| Hastings

| East Sussex

| TN34 1BP

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

The directors present the strategic report for the period ended 31 January 2025.

Resource Group Holdings PLC ("RGH" or the "Company") was established to build a group of aligned but independently managed SME's and Partner Divisions (the "Group"). This includes recruitment, human resources, training, and people consultancy companies. The human resource, training and AI tech elements have been added in the year through the acquisition of an AI driven workforce optimisation system.

The Directors plans for the Company and its subsidiaries, are to grow globally through strategic asset and talent, acquisitions and partnerships, with a strong tech bias whilst still retaining the human touch. This provides an environment for accelerated growth for ambitious entrepreneurs and their teams.

REVIEW OF BUSINESS AND TRADING PROSPECTS

From 1st February 2024, RGH has continued to implement its partner and company acquisition strategy successfully. The Group has traded in line with management expectations and seen normal trading conditions. The Directors believe that the Company's prospects will be enhanced by the ongoing trading growth of partners and acquisitions that it has made, as well as the emphasis on Company acquisitions and joint ventures in the enlarged Group.

The Company continues to be on the JP Jenkins trading platform which is now a fully automated platform powered by Infinitx's technology and available on a large number of stockbroker trading platforms. This positions RGH in the growing secondary market and allows it to continue its acquisition strategy and attract secondary market investment and potential liquidity.

The Company's liquidity event strategy is reliant on completion of a future public listing or a large secondary market investment to create an exit opportunity for shareholders and partners. Whilst there can be no guarantee that one of these outcomes will occur, we have no reason to believe that the Company will not create a significant liquidity event in the medium term, subject to suitable market conditions.

An IPO in late 2027, following the completion of the financial year's audit, is the current timeframe being considered by the Board and its advisors, but this timing will be informed by market conditions and key trading performance targets being met and reported on in those audited accounts, including a number of key positive EBITDA (Earnings Before Interest, Taxation, Depreciation and Amortisation) acquisitions and the integration of AI technology and workforce optimisation into the Group. The Companies acquisitive business model has been successfully implemented into RGH, introducing AI and combining other technology into RGH's offering.

PRINCIPAL RISKS AND UNCERTAINTIES

This financial year to January 2025 has been another year of investment and business building, with continued growth in results, strengthening our foundations for the future. The Company's network growth brings with it not just an increased volume of new clients, new partners, and new deal flow, but also brings higher quality and higher value opportunities; as demonstrated by the acquisition of AI RecTech, Epitome Global Pte Ltd, and the opening of our new workforce optimisation division.

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

SECTION 172(1) STATEMENT

Resource Group Holdings Plc and its subsidiaries help candidates find rewarding work and assists clients to find the right talent to grow their businesses. We promote the success of the Company through RGH maintaining a reputation for high standards of business conduct and respecting the diversity of our employees. As well as caring for the environment in the communities we serve globally. The introduction of our B1G1 program has meant a direct link between our partners KPI's and impacts on communities and environments where they are needed.

Long term consequences of decisions and maintaining high standards of business conduct

Resource Group Holdings Plc believes in honesty, integrity, collaboration and sharing value. Our emphasis on business ethics is one reason clients and candidates continue to turn to RGH and we employ what we consider to be the best partner team in our industry.

Our Workforce

The RGH team are all partners in our business. We share a common vision of collaboration and best practice and share in the value generated. People are our most valuable asset. Resource Group Holdings Plc remains deeply committed to creating a culture where everyone can connect, grow and develop by promoting collaboration through talks, events and video meetings to encourage and inspire our employees. We believe in adopting tech but retaining the essential human touch in everything we do.

Our Suppliers

Our suppliers include IT hardware and software, office rental, advertising and print services plus professional services. We have a vetting process and always look at third party reviews, recommendations and credit reports.

Our Communities and the Environment

One of RGH's core pillars is business for good and we're proud to work with organisations such as B1G1 that make good business sense. RGH is constantly seeking to ensure our activities are responsible, inclusive and sustainable, and transparent and accountable whilst developing shared sustainable impact goals. The B1G1 platform already mentioned creates direct positive impacts on society and the environment.

Modern Slavery Statement

RGH does not allow modern slavery or human trafficking anywhere in the Group. The Board has approved the Company's policy on anti-slavery and human trafficking. A Corporate Member of the Recruitment and Employment Confederation, RGH achieved a 100% pass rate in recent audit for compliance and consistency in adhering to and adopting the industry Code of Conduct for recruitment.

KEY PERFORMANCE INDICATORS

The Company's trading results are set out in the Statement of Financial Performance. During the year, the business turnover increased to £2,041,004 (2024: £1,655,800), a 23.3% uplift, and operating profit increased to £1,396,855 (2024: operating profit £1,205,620), a 15.9% increase. The directors remain focused on providing the best user experience for candidates and clients in the global market and building value for its shareholders and partners.

The balance sheet in the Statement of Financial Position shows that the Company has net assets of £7,362,620 at the year-end (2024: £3,296,713), a 123.3% increase year on year.

FINANCIAL INSTRUMENTS

For the Company, these comprise of available cash balances, trade debtors, loan notes and trade creditors. Credit risk is mitigated by credit checking clients and a strong credit control function. If an individual client's risk is assessed as too high, the Company requests an advance payment for its services. Bad debt exposure is minimised due to our controls and diverse spread of clients globally. Liquidity risk is managed through strong credit control procedures and by actively managing costs and credit terms with suppliers.

The Company's Acquisition Strategy

During the financial year, the Company focussed more on SME acquisitions whilst continuing to focus on talent acquisition and partner recruitment.

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

POST BALANCE SHEET EVENTS

On 31st May 2025, Resource Group Holdings PLC purchased 100% of the shares in Humana International (M) SDN BHD, in Malaysia and subsequently its sister companies in Indonesia, Philippines and Singapore. RGH PLI LTD was also finally acquired on 30th July 2025.

The Company replaced a £3m debt-equity hybrid investment which was delayed in the year with £4.4m of loans. We envisage now only needing capital for larger acquisitions in RGH. The Company will receive £2.1m in its sale of Epitome Global Pte Ltd after securing the technology on a permanent license basis and setting up the RGH workforce optimisation division, completing its strategic acquisition and sale of Epitome Global. This has provided shareholders with a pro rata shareholding in Epitome Holdings Ltd in Isle of Man, providing an arms-length independent environment for Epitome to thrive and an additional value creation opportunity for shareholders, as Epitome is a pure AI tech play and falls outside RGH's core activities.

ON BEHALF OF THE BOARD:

C S Swailes - Director

7 August 2026

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of being a holding company for recruitment services to whom management services are provided.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2025.

EVENTS SINCE THE YEAR END

On 31 May 2025, the company purchased 100% of the share capital in Humana International (M) SDN BHD and its sister companies. The total cost of these acquisitions was £435,947, of which £410,947 was paid in the form of shares in Resource Group Holdings PLC.

On 31 July 2025, the group sold their shareholding in Epitome Global PTE Limited for £1,829,460 to a company under common control. The payment for the shares will not be received for three years.

Since the year end, the company has issued 2,164,285 cash shares at a share price of £0.70 per share. These are fully paid shares.

The company has obtained a convertible loan note of £4.4m, which has been received in full by 31 October 2025. Some of this money was received into other group companies.

DIRECTORS

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

J L Madgwick

C J Parry

C S Swailes

BUSINESS RELATIONSHIPS

Please refer to the s172 statement in the Strategic 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.

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

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.

ON BEHALF OF THE BOARD:

C S Swailes - Director

7 August 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

RESOURCE GROUP HOLDINGS PLC

Opinion

We have audited the financial statements of Resource Group Holdings Plc (the 'company') for the year ended 31 January 2025 which comprise the Statement of 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 31 January 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.

Key audit matters

Recoverability of amounts owed by subsidiary and associated entities

The Company’s loans to subsidiary and associated entities represent 91% of the total amount of the Company's gross assets. Due to the Company's business model of building a trading group through acquisition, the ability to assess recoverability of these loans and their longer term nature is based upon director judgement as to the entities' trading positions and future outlook rather than immediately obvious metrics. Therefore, there is significant judgement uncertainty involved in this assessment. As a result, the recoverability assessment of these debts was significant to our audit.

Our audit procedures to address the risk of material misstatement relating to recoverability of balances due from subsidiaries and associates, which was considered to be a significant risk, included:

- Reviewing cash after date received by the Company from the debtors concerned and undertaking work to seek to determine that these funds originated from outside the group, and

- Review of the trading status of the debtors including a review of current management data, to consider their performance, and

- Consideration of the future trading prospects of the debtors including a review of contracts in place and also under negotiation to assess future prospects.

The Company’s disclosures about debts due from subsidiaries and associates are included in Notes 9 and 10, which specifically explains that the balances are either treated as long term loans, or where included within current assets are not necessarily considered recoverable within one year.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

RESOURCE GROUP HOLDINGS PLC

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

RESOURCE GROUP HOLDINGS PLC

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.

During the planning stage of this audit we considered the likelihood of irregularities around laws and regulations relevant to the company, including enquiry of management and those charged with governance. These were also discussed during the audit planning meeting held by the team. We reviewed the company's systems and controls in place, and formed an assessment as to their operational effectiveness.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to:

- The financial reporting standard; FRS102

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above.

During the course of this audit the team discussed this area with senior members of the company's staff, including directors, and also carried out a review of legal expenses for evidence of any issues.

We considered the risk of fraud through management override and, in response, we incorporated testing of manual journal entries into our audit approach.

We are therefore of the opinion that given the risk level identified, our procedures planned and undertaken, are adequate for detecting irregularities.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

- | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern.

- | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our Report of the Auditors unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

RESOURCE GROUP HOLDINGS PLC

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.

Simon Lawrence FCCA (Senior Statutory Auditor)

for and on behalf of Ashdown Hurrey Auditors Ltd

Statutory Auditor

20 Havelock Road

Hastings

East Sussex

TN34 1BP

7 August 2026

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2025

| 31.1.25 |  | 31.1.24

| Notes | £ | £ |

TURNOVER | 3 | 2,041,004 |  | 1,655,800 |  |

Administrative expenses | (584,103 | ) | (444,906 | ) |

OPERATING PROFIT | 5 | 1,456,901 |  | 1,210,894 |  |

Interest payable and similar expenses | 6 | (60,046 | ) | (5,274 | ) |

PROFIT BEFORE TAXATION | 1,396,855 |  | 1,205,620 |  |

Tax on profit | 7 | (185,086 | ) | (289,852 | ) |

PROFIT FOR THE FINANCIAL YEAR | 1,211,769 |  | 915,768 |  |

OTHER COMPREHENSIVE LOSS |

Present value adjustment | (52,489 | ) | - |  |

Income tax relating to other comprehensive loss | - |  | - |  |

OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX | (52,489 | ) | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 1,159,280 |  | 915,768 |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

BALANCE SHEET

31 JANUARY 2025

| 31.1.25 | 31.1.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 8 | 787 |  | - |  |

Investments | 9 | 4,247,584 |  | 500 |  |

4,248,371 |  | 500 |  |

CURRENT ASSETS

Debtors | 10 | 4,674,669 |  | 5,135,774 |  |

Cash at bank | 118,653 |  | 2,913 |  |

4,793,322 |  | 5,138,687 |  |

CREDITORS

Amounts falling due within one year | 11 | 1,649,188 |  | 1,805,668 |  |

NET CURRENT ASSETS | 3,144,134 |  | 3,333,019 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 7,392,505 |  | 3,333,519 |  |

CREDITORS

Amounts falling due after more than one year | 12 | 29,885 |  | 36,806 |  |

NET ASSETS | 7,362,620 |  | 3,296,713 |  |

CAPITAL AND RESERVES

Called up share capital | 14 | 5,500 |  | 4,369 |  |

Share premium | 15 | 4,510,970 |  | 1,605,474 |  |

Retained earnings | 15 | 2,846,150 |  | 1,686,870 |  |

SHAREHOLDERS' FUNDS | 7,362,620 |  | 3,296,713 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2026 and were signed on its behalf by:

C S Swailes - Director

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1 February 2023 | 3,694 |  | 771,102 |  | 877,231 |  | 1,652,027 |  |

Changes in equity

Issue of share capital | 675 |  | - |  | 728,243 |  | 728,918 |  |

Total comprehensive income | - |  | 915,768 |  | - |  | 915,768 |  |

Balance at 31 January 2024 | 4,369 |  | 1,686,870 |  | 1,605,474 |  | 3,296,713 |  |

Changes in equity

Issue of share capital | 1,131 |  | - |  | 2,905,496 |  | 2,906,627 |  |

Total comprehensive income | - |  | 1,159,280 |  | - |  | 1,159,280 |  |

Balance at 31 January 2025 | 5,500 |  | 2,846,150 |  | 4,510,970 |  | 7,362,620 |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

| 31.1.25 |  | 31.1.24

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (210,936 | ) | (98,800 | ) |

Interest paid | (15,266 | ) | (5,274 | ) |

Tax paid | 8,530 |  | - |  |

Net cash from operating activities | (217,672 | ) | (104,074 | ) |

Cash flows from investing activities

Purchase of tangible fixed assets | (1,174 | ) | - |  |

Purchase of fixed asset investments | (206 | ) | - |  |

Net funding to group/associated entities | (114,597 | ) | (155,593 | ) |

Net cash from investing activities | (115,977 | ) | (155,593 | ) |

Cash flows from financing activities

New loans in year | - |  | 30,000 |  |

Capital repayments in year | (8,175 | ) | (3,613 | ) |

Amount introduced by directors | 3,584 |  | 14,205 |  |

Amount withdrawn by directors | (262,261 | ) | (47,505 | ) |

Share issue | 716,241 |  | 269,500 |  |

Net cash from financing activities | 449,389 |  | 262,587 |  |

Increase in cash and cash equivalents | 115,740 |  | 2,920 |  |

Cash and cash equivalents at beginning of year | 2 | 2,913 |  | (7 | ) |

Cash and cash equivalents at end of year | 2 | 118,653 |  | 2,913 |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 31.1.25 |  | 31.1.24

£ | £ |

| Profit before taxation | 1,396,855 |  | 1,205,620 |  |

| Depreciation charges | 388 |  | - |  |

| Directors remuneration | 284,000 |  | - |  |

| Finance costs | 60,046 |  | 5,274 |  |

1,741,289 |  | 1,210,894 |  |

| Increase in trade and other debtors | (1,934,218 | ) | (1,964,689 | ) |

| (Decrease)/increase in trade and other creditors | (18,007 | ) | 654,995 |  |

| Cash generated from operations | (210,936 | ) | (98,800 | ) |

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 31 January 2025

| 31.1.25 |  | 1.2.24

£ | £ |

| Cash and cash equivalents | 118,653 |  | 2,913 |  |

| Year ended 31 January 2024

| 31.1.24 |  | 1.2.23

£ | £ |

| Cash and cash equivalents | 2,913 |  | - |  |

| Bank overdrafts | - |  | (7 | ) |

2,913 |  | (7 | ) |

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

| At 1.2.24 | Cash flow | At 31.1.25

£ | £ | £ |

| Net cash |

| Cash at bank | 2,913 |  | 115,740 |  | 118,653 |  |

2,913 |  | 115,740 |  | 118,653 |  |

| Debt

| Debts falling due within 1 year | (38,130 | ) | 5,174 |  | (32,956 | ) |

| Debts falling due after 1 year | (36,806 | ) | 6,921 |  | (29,885 | ) |

(74,936 | ) | 12,095 |  | (62,841 | ) |

| Total | (72,023 | ) | 127,835 |  | 55,812 |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

1. | STATUTORY INFORMATION

| Resource Group Holdings Plc is a private company , 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

| 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.

| At the time of approving the financial statements, the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. These expectations were formed with reference to financial forecasts prepared by the directors, which include additional cash inflows from third party investors and improved trading by the subsidiaries.

| The directors are aware that the financial position of some of the group undertakings at the balance sheet date is negative, but they consider that the outlook for these entities is positive, albeit dependent on key contracts being profitable, and they intend to continue trading with the group undertakings. They also believe that they will be able to raise the required funds, given their successful history of doing so, and therefore consider the Company to be a going concern.

| Preparation of consolidated financial statements

| The financial statements contain information about Resource Group Holdings Plc as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

| Significant judgements and estimates

| During the year the company converted the amounts due from subsidiary and associated companies from current assets into formal long term loans. The company believes that such conversion extinguish the previously held current liabilities.

| Turnover

| Turnover is recognised as the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

| The company provides management and administrative services to its subsidiary undertakings; turnover is recognised as the services are provided and with reference to the service agreements in place.

| Tangible fixed assets

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

| Computer equipment | - | 33% on cost

| Investments in subsidiaries

| Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit and loss.

| A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

| An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

| Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

2. | ACCOUNTING POLICIES - continued

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

| 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.

| Balances due from subsidiaries and associated entities

| Whilst some of these balances are formalised as long term loans, others have no terms attached. Long term loans are recorded as Other Loans within fixed asset investments and those balances with no terms attached are recorded as Debtors within current assets.

| However, the nature of the company's operations to finance the expansion of the RGH group means that it does not necessarily expect the recovery of these current asset Debtor balances within the short term.

3. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the company.

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

| 31.1.25 |  | 31.1.24

£ | £ |

| Management charges | 1,041,004 |  | 655,800 |  |

| Consultancy services | 1,000,000 |  | 1,000,000 |  |

2,041,004 |  | 1,655,800 |  |

4. | EMPLOYEES AND DIRECTORS

| 31.1.25 |  | 31.1.24

£ | £ |

| Wages and salaries | 304,833 |  | 320,670 |  |

| Social security costs | 782 |  | - |  |

305,615 |  | 320,670 |  |

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

| 31.1.25 |  | 31.1.24

| Directors | 3 |  | 4 |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

4. | EMPLOYEES AND DIRECTORS - continued

| 31.1.25 |  | 31.1.24

£ | £ |

| Directors' remuneration | 304,833 |  | 320,670 |  |

| Information regarding the highest paid director is as follows:

| 31.1.25 |  | 31.1.24

£ | £ |

| Emoluments etc | 140,417 |  | 117,500 |  |

5. | OPERATING PROFIT

| The operating profit is stated after charging:

| 31.1.25 |  | 31.1.24

£ | £ |

| Other operating leases | 12,000 |  | 19,306 |  |

| Depreciation - owned assets | 387 |  | - |  |

| Auditors' remuneration | 12,000 |  | 8,500 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.1.25 |  | 31.1.24

£ | £ |

| Bank loan interest | 1,080 |  | 1,265 |  |

| Other interest | 58,966 |  | 4,009 |  |

60,046 |  | 5,274 |  |

7. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 31.1.25 |  | 31.1.24

£ | £ |

| Current tax:

| UK corporation tax | 349,465 |  | 289,852 |  |

| Prior year tax | (164,379 | ) | - |  |

| Tax on profit | 185,086 |  | 289,852 |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

7. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

| 31.1.25 |  | 31.1.24

£ | £ |

| Profit before tax | 1,396,855 |  | 1,205,620 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 24.030%) | 349,214 |  | 289,710 |  |

| Effects of:

| Expenses not deductible for tax purposes | 448 |  | 142 |  |

| Capital allowances in excess of depreciation | (197 | ) | - |  |

| Adjustments to tax charge in respect of previous periods | (164,379 | ) | - |  |

| Total tax charge | 185,086 |  | 289,852 |  |

| Tax effects relating to effects of other comprehensive income |

| 31.1.25 |

| Gross |  | Tax |  | Net |

£ | £ | £ |

| Present value adjustment | (52,489 | ) | - |  | (52,489 | ) |

8. | TANGIBLE FIXED ASSETS

| Computer

| equipment

£ |

| COST

| At 1 February 2024 | 1,083 |  |

| Additions | 1,174 |  |

| At 31 January 2025 | 2,257 |  |

| DEPRECIATION

| At 1 February 2024 | 1,083 |  |

| Charge for year | 387 |  |

| At 31 January 2025 | 1,470 |  |

| NET BOOK VALUE

| At 31 January 2025 | 787 |  |

| At 31 January 2024 | - |  |

9. | FIXED ASSET INVESTMENTS

| 31.1.25 |  | 31.1.24

£ | £ |

| Shares in group undertakings | 706 |  | 500 |  |

| Loans to group undertakings | 559,326 |  | - |  |

| Other loans | 3,687,552 |  | - |  |

4,247,584 |  | 500 |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

9. | FIXED ASSET INVESTMENTS - continued

| Additional information is as follows:

| Shares in

| group

| undertakings

£ |

| COST

| At 1 February 2024 | 500 |  |

| Additions | 206 |  |

| At 31 January 2025 | 706 |  |

| NET BOOK VALUE

| At 31 January 2025 | 706 |  |

| At 31 January 2024 | 500 |  |

| Investment |

| in grp |  | Other |

| undertaking |  | loans |  | Totals

£ | £ | £ |

| New in year | 559,326 |  | 3,687,552 |  | 4,246,878 |  |

| At 31 January 2025 | 559,326 |  | 3,687,552 |  | 4,246,878 |  |

| The nature of the company's operations to finance the expansion of the RGH group means that it does not expect the recovery of balances owed by subsidiary or associated companies within the short term. These funds are being used to create the RGH group and are viewed as longer term working capital.

| Elements of these balances have been converted into long term loans and are shown as 'Other loans' within fixed asset investments.

| Details of the company's subsidiaries at 31 January 2025 are as follows:

| Name of undertaking |  | Class of shares held |  | % Held directly |  |

| Crown Sourcing Limited |  | Ordinary shares |  | 100% |  |

| RGH Group Servicing Limited |  | Ordinary shares |  | 100% |  |

| RGH-Global Limited |  | Ordinary shares |  | 100% |  |

| RGH Resource Consultancy Limited |  | Ordinary shares |  | 100% |  |

| RGH Environmental Limited |  | Ordinary shares |  | 100% |  |

| RGH Digital Limited |  | Ordinary shares |  | 100% |  |

| Talent Ally Limited |  | Ordinary Shares |  | 100% |  |

| Career Trials Limited |  | Ordinary Shares |  | 100% |  |

| Think 365 Limited |  | Ordinary Shares |  | 100% |  |

| Epitome Global PTE Limited |  | Indirect |  |

| WeChange (Global) Limited |  | Indirect |  |

| RGH Lathro Limited |  | Indirect |  |

| Excellium Search Limited |  | Indirect |  |

| Olmec Search PTE Limited |  | Indirect |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.1.25 |  | 31.1.24

£ | £ |

| Trade debtors | 12,210 |  | 12,210 |  |

| Amounts owed by group undertakings | 3,358,307 |  | 3,824,992 |  |

| Amounts owed by associates | 1,195,136 |  | 1,204,530 |  |

| Other debtors | - |  | 8,986 |  |

| Called up share capital not paid | 109,016 |  | 85,056 |  |

4,674,669 |  | 5,135,774 |  |

| The nature of the company's operations to finance the expansion of the RGH group means that it does not expect the recovery of balances owed by subsidiary or associated companies within the short term. These funds are being used to create the RGH group and are viewed as longer term working capital.

| These amounts are recorded under the headings 'Amounts owed by group undertakings' and 'Amounts owed by associates'. These are included within Debtors as being due within one year due to that fact that there are no terms attached to such balances. However, this does not necessarily mean that the company is expecting recovery within the short term.

11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.1.25 |  | 31.1.24

£ | £ |

| Bank loans and overdrafts (see note 13) | 7,956 |  | 8,130 |  |

| Other loans (see note 13) | 25,000 |  | 30,000 |  |

| Trade creditors | 102,551 |  | 233,521 |  |

| Amounts owed to group undertakings | - |  | 62,609 |  |

| Amounts owed to associates | - |  | 55,050 |  |

| Tax | 610,384 |  | 416,568 |  |

| Social security and other taxes | 782 |  | - |  |

| VAT | 788,709 |  | 655,720 |  |

| Other creditors | - |  | 25,000 |  |

| Directors' current accounts | 82,720 |  | 297,574 |  |

| Accrued expenses | 31,086 |  | 21,496 |  |

1,649,188 |  | 1,805,668 |  |

12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.1.25 |  | 31.1.24

£ | £ |

| Bank loans (see note 13) | 29,885 |  | 36,806 |  |

13. | LOANS

| An analysis of the maturity of loans is given below:

| 31.1.25 |  | 31.1.24

£ | £ |

| Amounts falling due within one year or on demand:

| Bank loans | 7,956 |  | 8,130 |  |

| Other loans | 25,000 |  | 30,000 |  |

32,956 |  | 38,130 |  |

| Amounts falling due between one and two years:

| Bank loans - 1-2 years | 7,956 |  | 8,130 |  |

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

13. | LOANS - continued

| 31.1.25 |  | 31.1.24

£ | £ |

| Amounts falling due between two and five years:

| Bank loans - 2-5 years | 21,929 |  | 28,676 |  |

14. | CALLED UP SHARE CAPITAL

| Allotted and issued:

| Number: | Class: | Nominal | 31.1.25 |  | 31.1.24

| value: | £ | £ |

| 54,999,854 | Share capital 1 | £0.01 | 5,500 |  | 4,369 |  |

| 11,319,485 Ordinary shares of £0.01 each were allotted at a premium of £0.24668075 per share during the year.

| At the year end, there was £109,016 of unpaid share capital.

15. | RESERVES

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1 February 2024 | 1,686,870 |  | 1,605,474 |  | 3,292,344 |  |

| Profit for the year | 1,211,769 |  | 1,211,769 |  |

| Cash share issue | - |  | 2,905,496 |  | 2,905,496 |  |

| Distribution | (52,489 | ) | - |  | (52,489 | ) |

| At 31 January 2025 | 2,846,150 |  | 4,510,970 |  | 7,357,120 |  |

16. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to directors subsisted during the years ended 31 January 2025 and 31 January 2024:

| 31.1.25 |  | 31.1.24

£ | £ |

| C S Swailes

| Balance outstanding at start of year | (97,906 | ) | (60,449 | ) |

| Amounts advanced | 223,266 |  | 96,075 |  |

| Amounts repaid | (130,000 | ) | (133,532 | ) |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | (4,640 | ) | (97,906 | ) |

| J L Madgwick

| Balance outstanding at start of year | (85,300 | ) | (43,100 | ) |

| Amounts advanced | 209,220 |  | 75,305 |  |

| Amounts repaid | (130,000 | ) | (117,505 | ) |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | (6,080 | ) | (85,300 | ) |

17. | RELATED PARTY DISCLOSURES

RESOURCE GROUP HOLDINGS PLC (REGISTERED NUMBER: 10150044)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

17. | RELATED PARTY DISCLOSURES - continued

| Entities over which the entity has control, joint control or significant influence

| 31.1.25 |  | 31.1.24

£ | £ |

| Management charges and sales to entities | 2,041,004 |  | 1,655,800 |  |

| Rental cost paid by subsidiaries | 12,100 |  | - |  |

| Consultancy fees charged by subsidiaries | 120,000 |  | - |  |

| Net transfers of funds to subsidiaries | 3,528,885 |  | 2,329,401 |  |

| Amount due from related party | 8,246,044 |  | 5,029,521 |  |

| Amount due to related party | 5,050 |  | 117,658 |  |

| Key management personnel of the entity or its parent (in the aggregate)

| 31.1.25 |  | 31.1.24

£ | £ |

| Directors consultancy fees | 284,000 |  | 259,000 |  |

| Net transfers to directors | 269,156 |  | 3,657 |  |

| Share issued in exchange for loan balance | 229,698 |  | 100,000 |  |

| Amount due to related party | 82,720 |  | 297,574 |  |

| Entities that provide key management personnel services to the entity

| 31.1.25 |  | 31.1.24

£ | £ |

| Consultancy fees | - |  | 61,670 |  |

| Transfers | - |  | 23,330 |  |

| Amount due to related party | - |  | 25,000 |  |

18. | POST BALANCE SHEET EVENTS

| On 31 May 2025, the company purchased 100% of the share capital in Humana International (M) SDN BHD and its sister companies. The total cost of these acquisitions was £435,947, of which £410,947 was paid in the form of shares in Resource Group Holdings PLC.

| On 31 July 2025, the group sold their shareholding in Epitome Global PTE Limited for £1,829,460 to a company under common control. The payment for the shares will not be received for three years.

| Since the year end, the company has issued 2,164,285 cash shares at a share price of £0.70 per share. These are fully paid shares.

| The company has obtained a convertible loan note of £4.4m, which has been received in full by 31 October 2025. Some of this money was received into other group companies.