The director presents the strategic report for the year ended 31 December 2025 for Club Freelance Limited ("the Company") and its subsidiaries Club Freelance SAS, Mindquest Africa Ltd and Club Freelance Iberica, together ("the Group").
The principal activity of the group in the year under review is that of supply of temporary and permanent contract personnel highly specialised in the IT field to organisations across various industries.
The Key Performance Indicators used by the directors in monitoring the business are revenue increases year on year, the number of new customers opened, number of contractors placed and the gross profit achieved on the placement of those contractors. When considering the margin achieved the directors pay attention to the margin made by customer and contractors.
During the year under review the group experienced a fall in revenue compared to the previous period by 3% and gross profit decreased by 12%. Administrative expenses have decreased by 13% as result of an optimisation of staff and other administrative costs. Operating and Net Profits increased respectively by 12% and 21% compared to last year mainly as result of the afore mentioned reduction of administrative expenses and the increase of Gross Profit driven by permanent sales.
The directors consider the following to be the principle risks and uncertainties of the group:
Credit Risk
The business is exposed to the risk of payment default by customers for services rendered. This risk is monitored by managing the credit offered to customers and by weekly reviews of outstanding payments.
Liquidity Risk
The Group finances its operations through a fixed rate invoice discounting facility. The group’s policy is to maintain good relationships with its bankers to ensure that sufficient facilities are in place to fund the company’s cash needs alongside exploring the market to add new lines of credit if needed.
Skill Shortage
Like most specialist recruitment firms, the group continues to be faced with the constant challenge of skill shortages. Mitigation of this risk is achieved by staff training, competitive pay structures and career progression.
Living Cost increase
As a result of inflation explosion especially in the Eurozone during the past years, the company has faced difficulties in coping with the ever-expanding staff costs. The management closely monitor the Staff cost ratios to ensure it does not exceed 60% of Gross Profit.
Legislation
The recruitment industry is becoming increasingly legislated, the Group takes a proactive approach by engaging with specialist advisers to deal with any issue that may arise.
Economic
The ongoing wars and the changes in macro politics are making the global economy stagnant posing serious challenges especially on spending confidence. The Board look to mitigate these risks by diversifying its customers portfolio and identifying stronger industries which will be marginally impacted by the global economic uncertainty (i.e. Healthcare, Luxury).
The Group is looking to improve its internal structure in order to be able to scale the business.
The strategy for permanent contract recruitment adopted the past year will be reinforced in the following years by adding new specialised dedicated staff, this will allow the Group to further improve margins and generate positive cash flow.
Investments will be made on IT structure and software, staff training and increase headcount in order to better respond to customer needs.
The directors have prepared the financial statements on a basis other than going concern.
The directors intend to transfer the Company’s assets and operations to Club Freelance SAS as part of a planned restructure, following which the Company is expected to be wound up.
Accordingly, the directors consider it inappropriate to prepare the financial statements on a going concern basis. The financial statements have therefore been prepared on a break-up basis.
Under this basis, assets are stated at their estimated realisable values and liabilities are stated at the amounts expected to be settled.
On behalf of the board
The director presents his annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 9.
The profit for the year after taxation amounted to £988,642 (2024: £840,064).
The director who held office during the year and up to the date of signature of the financial statements was as follows:
We have audited the financial statements of Club Freelance Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Material uncertainty related to going concern
We draw attention to note 1.3 in the financial statements, which explains that the directors have prepared the financial statements on a basis other than going concern, as they intend to transfer the Company’s assets to fellow Group companies and subsequently wind up the Company as part of a planned restructuring.
Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of a basis other than going concern is appropriate.
Our responsibilities and the responsibilities of the directors with respect to the basis of preparation are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the director, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with director and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £153,114 (2024 - £43,722 profit).
Club Freelance Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 7 Bell Yard, London, WC2A 2JR.
The group consists of Club Freelance Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Club Freelance Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The directors have prepared the financial statements on a basis other than going concern.
The directors intend to transfer the Company’s assets and operations to Club Freelance SAS as part of a planned restructure, following which the Company is expected to be wound up.
Accordingly, the directors consider it inappropriate to prepare the financial statements on a going concern basis. The financial statements have therefore been prepared on a break-up basis.
Under this basis, assets are stated at their estimated realisable values and liabilities are stated at the amounts expected to be settled.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover in respect of temporary placements is recognised when the service has been rendered and accepted by the client.
Revenue in respect of permanent placement fees is recognised when the company has fulfilled its contractual obligations in accordance with the underlying contracts. This is when a candidate accepts an offer of employment and a start date has been determined. Directors consider the likelihood of withdrawal and make a provision accordingly.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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 on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the director is 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.
Recoverability of intercompany balances
Management regularly assess balances due between group entities and whether these are recoverable. Where it is considered that the future cash flows of these debts are less than the carrying amount in the individual company financial statements, appropriate provisions are made against these balances to reflect the recoverability of the asset.
Impairment of investments in subsidiaries
At year end, the Company held investments in subsidiaries of £126,339 (2024: £126,339), in respect of Club Freelance SAS, Club Freelance Iberia and Mindquest Africa Ltd. Impairment assessments on these balances require the Board to make judgements about the future performance of group entities. The Board did not determine that impairment was required.
Intangible assets
The directors are required to judge the viability of the research and development expenditure capitalised as intangible assets, to ensure that it will generate future economic benefit. Research and development costs are based on amounts invoiced by external suppliers and management's best estimate. It is expected that all intangible assets capitalised will generate future economic benefit. Management has also determined that the useful economic life of intangible assets is 5 years, and accordingly intangible assets are amortised 20% straight line.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 December 2025 are as follows:
The addresses of the above subsidiaries are:
Club Freelance SAS - 128 rue de la Boetie, Paris, 75008, France
Club Freelance Iberica - Ronda de Sant Pere, número 17, planta 7, puerta 3, 08018 Barcelona
Mindquest Africa Ltd - Office 4A Level 1 ICONEBENE 1, Reduit Road, 72201 Ebene, Mauritius
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
All shares have fill rights in the company with respect to voting, dividends and on winding up.
As at the year end Club Freelance Limited owed Manuela Garampon £nil (2024: £8,292). This balance is repayable upon demand, accrues interest of 5% per annum and is denominated in sterling. During the year interest was paid on this loan amounting to £854 (2024: £371).
As at the year end Club Freelance Limited owed Denis Heraud £nil (2024: £124,378). This balance is repayable upon demand, accrues interest of 5% per annum and is denominated in sterling. During the year interest was paid on this loan amounting to £693 (2024: £5,384).
As at the year end Club Freelance Limited owed Denis Heraud £nil (2024: £82,918). This balance is repayable upon demand, accrues interest of 6% per annum and is denominated in sterling. During the year interest was paid on this loan amounting to £602 (2024: £4,676).
During the year Club Freelance Limited paid Frederic De Belloy consultancy fees of £nil (2024: £9,375).
During the year Club Freelance Limited paid £83,633 (£333,333) to Directors of the company working as freelancers. Following the Directors' resignation, fees of £201,018 were paid for consultancy services provided.
During the year, the Group entered into transactions with fellow group companies outside of the consolidated group. Transactions during the year included recharges of £231,472 (2024: £nil). At the year end, amounts due from related parties totalled £248,406 (2024: £nil). These balances are interest-free and repayable on demand.
The company has taken advantage of the exemption in FRS 102 section 33 from the requirement to disclose transactions with group companies on the grounds that the company is a wholly owned subsidiary within the group.
All transactions with group companies are concluded under normal market conditions.
The Group was acquired during the reporting period and the ultimate parent company is Freeland Group, The registered office address of Freeland Group is 34, rue Laffitte, 75009 Paris.