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Registration number: 03895045

Nicoll Curtin Group Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2025

 

Nicoll Curtin Group Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Consolidated Profit and Loss Account

10

Consolidated Statement of Comprehensive Income

11

Consolidated Balance Sheet

12

Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Statement of Cash Flows

17

Notes to the Financial Statements

18 to 34

 

Nicoll Curtin Group Limited

Company Information

Directors

N J Clark

R P Holroyd

Company secretary

M G Richards

Registered office

167-169 Great Portland Street
Fifth Floor
London
W1W 5PF

Solicitors

Moorcrofts LLP
James House
Mere Park
Dedmere Road
Marlow
Bucks
SL7 1FJ

Bankers

HSBC Bank Plc
28 Borough High Street
Southwark
London
SE1 1YB

Auditors

Lambert Chapman LLP
3 Warners Mill
Silks Way
Braintree
Essex
CM7 3GB

 

Nicoll Curtin Group Limited

Strategic Report for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

Principal activity

The principal activity of the group is that of an executive technology recruitment agency.

Fair review of the business

2025 remained a challenging year for the entire recruitment industry. Many global external factors, political and economic, weighed heavily on business confidence resulting in a significant reduction in overall hiring, with the permanent recruitment space being particularly hard hit.

The group maintained it’s core contract recruitment revenue, which is the key recurring income, but saw a permanent fees remain at a surpressed level which ultimately resulted in the group seeing a loss for the year.

We took the strategic decision to not make large reductions to our workforce and continue to support our historically high achieving staff, but throughout 2025 we looked at a number of areas where the business could benefit from lower cost and higher productivity.

These decisions ensured that whilst we remained broadly even on fees, our losses were reduced compared to 2024 and will put us in a much stronger position to return to profitability in 2026.

The management team remains strong, committed and fully focused with the company direction and ambition clearly communicated.

The Group continue to be committed to the growth and investment into our core business verticals and seeking growth opportunities that offer the right balance of business including new, higher value service offerings.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2025

2024

Net fee income (NFI)

£

5,838,530

6,116,966

Earnings before interest, taxation, depreciation and amortisation (EBITDA)

£

(257,315)

(389,551)

The group continues to be recognised as an outstanding global technology and change recruitment consultancy; during 2025 the group added a number of new blue-chip clients that will give future revenue and profit growth opportunities.

Banking facilities
We continue to benefit from great support from our Banks, in the UK, Ireland, Singapore and Switzerland.

We have looked at our current and future funding requirements in line with our budgets and are satisfied that we have sufficient funding in place to support our continued trade.

Cashflow remains a key focus across the business and the excellent structure and processes of our finance team together with the quality of our blue- chip client base has ensured that we continue to have minimal bad debts.

Our banking partners have reaffirmed their ongoing support for the business.

 

 

Nicoll Curtin Group Limited

Strategic Report for the Year Ended 31 December 2025

Principal risks and uncertainties

The Group actively considers and manages its risks. The director reviews and agrees policies for managing these risks and these are summarised below:

Liquidity Risk
The Group makes use of its Invoice Finance facility with HSBC and Credit Suisse to manage its liquidity risk. In order to maintain liquidity and to ensure that sufficient funds are available for ongoing operations the company regularly reviews its cashflows and funding line with its bankers. We are fully satisfied that the current facilities will support our continued growth into 2026.

Credit Risk
The Group’s credit risk is primarily attributable to Trade Receivables, this is managed by regular monitoring of customer accounts. The credit risk on liquid funds is limited because all limits applied to customers are supported by limits calculated by credit rating agencies. Actual performance has been excellent with almost no bad debt recorded over the last 10 years.

Operational Risk
The attraction and retention of high calibre consultants and managers is critical to the success of the Group. This is not a risk specific to the Group but one that is experienced by the recruitment sector as a whole. To mitigate this risk there is a programme of initiatives to focus on talent acquisition, development and retention. The programme includes performance based financial incentives, bespoke training and detailed career development planning.

Market Risk
Market risk is reviewed by measuring our performance against all industry best practice metrics and utilising industry leading tools and software. The directors actively engage and communicate with individuals at all levels within the markets that we operate which provides valuable insight into changing developments and policies that may impact the business.

Approved by the Board on 9 September 2026 and signed on its behalf by:

.........................................
N J Clark
Director

 

Nicoll Curtin Group Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the for the year ended 31 December 2025.

Directors of the group

The directors who held office during the year were as follows:

N J Clark

R P Holroyd

Information included in the Strategic Report

Information regarding likely future developments is disclosed in the Strategic report.

Important non adjusting events after the financial period

In July 2026 the Group was approached with an offer to buy 100% of the share capital and remains in negotiation with the potential purchaser with an expected completion of 30th September 2026.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Lambert Chapman LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved by the Board on 9 September 2026 and signed on its behalf by:

.........................................
N J Clark
Director

 

Nicoll Curtin Group Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 group and the company 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 apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

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

•

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Nicoll Curtin Group Limited

Independent Auditor's Report to the Members of Nicoll Curtin Group Limited

Opinion

We have audited the financial statements of Nicoll Curtin Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and 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 the parent company's affairs as at 31 December 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 auditor 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Nicoll Curtin Group Limited

Independent Auditor's Report to the Members of Nicoll Curtin Group Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor Responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

•

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

•

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the recruitment industry;

•

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, employment and health and safety legislation;

 

Nicoll Curtin Group Limited

Independent Auditor's Report to the Members of Nicoll Curtin Group Limited

•

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

•

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

 

•

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

•

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

•

performed analytical procedures to identify any unusual or unexpected relationships;

•

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

•

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

•

agreeing financial statement disclosures to underlying supporting documentation;

•

reading the minutes of meetings of those charged with governance;

•

enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing
standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

 

Nicoll Curtin Group Limited

Independent Auditor's Report to the Members of Nicoll Curtin Group Limited

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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Graham McNeill FCCA (Senior Statutory Auditor)
For and on behalf of Lambert Chapman LLP, Statutory Auditor
 3 Warners Mill
Silks Way
Braintree
Essex
CM7 3GB

10 September 2026

 

Nicoll Curtin Group Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2025

Note

2025
£

2024
£

Turnover

3

34,913,773

35,529,871

Cost of sales

 

(29,075,243)

(29,412,905)

Gross profit

 

5,838,530

6,116,966

Administrative expenses

 

(6,203,189)

(6,667,973)

Other operating income

11,768

21,531

Operating loss

(352,891)

(529,476)

Loss before tax

 

(352,891)

(529,476)

Tax on loss

8

(57,296)

24,947

Loss for the financial year

 

(410,187)

(504,529)

Profit/(loss) attributable to:

 

Owners of the company

 

(410,187)

(504,529)

The above results were derived from continuing operations.

The group has no recognised gains or losses for the year other than the results above.

 

Nicoll Curtin Group Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2025

2025
£

2024
£

Loss for the year

(410,187)

(504,529)

Foreign currency translation gains

36,621

1,823

Total comprehensive income for the year

(373,566)

(502,706)

Total comprehensive income attributable to:

Owners of the company

(373,566)

(502,706)

 

Nicoll Curtin Group Limited

(Registration number: 03895045)
Consolidated Balance Sheet as at 31 December 2025

Note

2025
£

2024
£

Fixed assets

 

Intangible assets

9

606

3,956

Tangible assets

10

119,644

200,505

 

120,250

204,461

Current assets

 

Debtors

12

4,772,951

4,390,826

Cash at bank and in hand

13

1,088,272

1,596,528

 

5,861,223

5,987,354

Creditors: Amounts falling due within one year

14

(4,855,816)

(4,692,592)

Net current assets

 

1,005,407

1,294,762

Net assets

 

1,125,657

1,499,223

Capital and reserves

 

Called up share capital

16

8,000

8,000

Share premium reserve

16,094

16,094

Capital redemption reserve

56

56

Retained earnings

1,101,507

1,475,073

Equity attributable to owners of the company

 

1,125,657

1,499,223

Shareholders' funds

 

1,125,657

1,499,223

Approved and authorised by the Board on 9 September 2026 and signed on its behalf by:
 

.........................................
N J Clark
Director

   
     
 

Nicoll Curtin Group Limited

(Registration number: 03895045)
Balance Sheet as at 31 December 2025

Note

2025
£

2024
£

Fixed assets

 

Investments

11

422,526

421,764

Current assets

 

Debtors

12

14,051

4,196

Cash at bank and in hand

13

55

235

 

14,106

4,431

Creditors: Amounts falling due within one year

14

(861,159)

(277,204)

Net current liabilities

 

(847,053)

(272,773)

Net (liabilities)/assets

 

(424,527)

148,991

Capital and reserves

 

Called up share capital

16

8,000

8,000

Share premium reserve

16,094

16,094

Capital redemption reserve

56

56

Retained earnings

(448,677)

124,841

Shareholders' (deficit)/funds

 

(424,527)

148,991

The company has opted to take the exemption under section 408 of the Companies Act 2006 to omit its profit and loss account. The company made a loss after tax for the financial year of £573,518 (2024 - profit of £810,728).

Approved and authorised by the Board on 9 September 2026 and signed on its behalf by:
 

.........................................
N J Clark
Director

   
     
 

Nicoll Curtin Group Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Equity attributable to the parent company

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 January 2025

8,000

16,094

56

1,475,073

1,499,223

Loss for the year

-

-

-

(410,187)

(410,187)

Other comprehensive income

-

-

-

36,621

36,621

Total comprehensive income

-

-

-

(373,566)

(373,566)

At 31 December 2025

8,000

16,094

56

1,101,507

1,125,657

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 January 2024

8,000

16,094

56

2,667,779

2,691,929

Loss for the year

-

-

-

(504,529)

(504,529)

Other comprehensive income

-

-

-

1,823

1,823

Total comprehensive income

-

-

-

(502,706)

(502,706)

Dividends

-

-

-

(690,000)

(690,000)

At 31 December 2024

8,000

16,094

56

1,475,073

1,499,223

 

Nicoll Curtin Group Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 January 2025

8,000

16,094

56

124,841

148,991

Loss for the year

-

-

-

(573,518)

(573,518)

At 31 December 2025

8,000

16,094

56

(448,677)

(424,527)

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 January 2024

8,000

16,094

56

4,113

28,263

Profit for the year

-

-

-

810,728

810,728

Dividends

-

-

-

(690,000)

(690,000)

At 31 December 2024

8,000

16,094

56

124,841

148,991

 

Nicoll Curtin Group Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2025

2025
£

2024
£

Cash flows from operating activities

Loss for the year

(410,187)

(504,529)

Adjustments to cash flows from non-cash items

Depreciation and amortisation

94,037

96,134

Loss on disposal of tangible assets

10,296

-

Loss on disposal of intangible assets

-

7,840

Income tax expense

57,296

(24,947)

(248,558)

(425,502)

Working capital adjustments

(Increase)/decrease in trade debtors

(356,962)

1,005,693

Increase/(decrease) in trade creditors

143,746

(6,957)

Cash generated from/ (utilised for) operations

(461,774)

573,234

Income taxes paid

(62,981)

(106,409)

Net cash flow from operating activities

(524,755)

466,825

Cash flows from investing activities

Acquisitions of tangible assets

(20,122)

(102,164)

Foreign currency translation movements

36,621

1,823

Net cash flows from investing activities

16,499

(100,341)

Cash flows from financing activities

Dividends paid

-

(690,000)

Net decrease in cash and cash equivalents

(508,256)

(323,516)

Cash and cash equivalents at 1 January

1,596,528

1,920,044

Cash and cash equivalents at 31 December

1,088,272

1,596,528

 

Nicoll Curtin Group Limited

Statement of Cash Flows for the Year Ended 31 December 2025

2025
£

2024
£

Cash flows from operating activities

(Loss)/profit for the year

(573,518)

810,728

Adjustments to cash flows from non-cash items

Finance income

-

(810,000)

(573,518)

728

Working capital adjustments

(Increase)/decrease in trade debtors

(9,855)

299,994

Increase/(decrease) in trade creditors

583,955

(420,677)

Net cash flow from operating activities

582

(119,955)

Cash flows from investing activities

Dividend income

-

810,000

Acquisitions of investments in joint ventures and associates

(762)

-

Net cash flows from investing activities

(762)

810,000

Cash flows from financing activities

Dividends paid

-

(690,000)

Net (decrease)/increase in cash and cash equivalents

(180)

45

Cash and cash equivalents at 1 January

235

190

Cash and cash equivalents at 31 December

55

235

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1

General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office and the principal place of business is:
167-169 Great Portland Street
Fifth Floor
London
W1W 5PF
England

These financial statements were authorised for issue by the Board on 9 September 2026.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

These financial statements are presented in Sterling (£), which is the company's functional currency.

Summary of disclosure exemptions

The company has taken the exemption available from disclosing transactions with other members of the group in accordance with FRS 102 Section 33.1a.

The company has taken exemption from presenting its Profit and Loss account in accordance with Section 408 of Companies Act 2006.

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The financial statements have been prepared on a going concern basis.

Judgements

The judgement (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies that have the most significant effect on the amounts recognised in the financial statements are as follows:

Determine whether there are indicators of impairment of the group's tangible and intangible assets. Factors taken into consideration in reaching a decision include the economic viability and expected future financial performance of an asset.

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the placement of permanent and temporary staff in the ordinary course of the Group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.

The company recognises revenue when:
- the amount of revenue can be reliably measured;
- it is probable that future economic benefits will flow to the entity;
- and specific criteria have been met for each of the company's activities.

Government grants

Government grants are recognised using the accrual model and are shown within other operating income.

Foreign currency transactions and balances

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

Tax

Current Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation.

Depreciation

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Computer equipment and software

Straight line over 3 years

Fixtures and fittings

Straight line over 4 years

Short leasehold property

Straight line over 5 years

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

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

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand.

Trade debtors

Trade debtors are amounts due from customers for the provision of recruitment services in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost.

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. Payments made under operating leases are charge to the profit and loss account on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Share based payments

The group rewards key management using share-based payments. The share-based payments are equity settled using shares in Nicoll Curtin Group Limited measured at fair value at the date of grant. Where the employees being rewarded are employed by other companies within the group the expense is included within the company where the employment costs of the staff member are recognised with a corresponding entry of Capital contribution through equity.

Financial instruments

Classification
All financial instruments are classified as basic financial instruments.

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2025
£

2024
£

Rendering of services

34,913,773

35,529,871

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

The analysis of the group's Turnover for the year by class of business is as follows:

2025
£

2024
£

Permanent sales

1,464,877

1,269,683

Contract sales

33,448,896

34,260,188

34,913,773

35,529,871

The analysis of the group's Turnover for the year by market is as follows:

2025
£

2024
£

UK

1,359,859

1,306,996

Europe

24,148,002

25,018,063

Rest of world

9,405,912

9,204,812

34,913,773

35,529,871

4

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2025
£

2024
£

Wages, commission and social security costs

3,974,451

4,281,564

Pension costs, defined contribution scheme

96,002

102,106

4,070,453

4,383,670

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2025
No.

2024
No.

Staff

54

60

Directors

6

6

60

66

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

5

Directors' remuneration

The directors' remuneration for the year was as follows:

2025
£

2024
£

Remuneration

945,450

861,481

Contributions paid to money purchase schemes

21,918

16,108

967,368

877,589

During the year the number of directors who were receiving benefits and share incentives was as follows:

2025
No.

2024
No.

Received or were entitled to receive shares under long term incentive schemes

5

5

Accruing benefits under money purchase pension scheme

4

4

In respect of the highest paid director:

2025
£

2024
£

Remuneration

257,478

234,790

Company contributions to money purchase pension schemes

9,581

9,584

267,059

244,374

During the year the highest paid director received or was entitled to receive shares under a long term incentive scheme.

6

Auditors' remuneration

2025
£

2024
£

Audit of these financial statements

58,591

49,219


 

7

Exceptional items

Company

During the year, intercompany loans with group companies were written off totalling costs of £584,018 (2024 - £nil).

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

8

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2025
£

2024
£

Current taxation

Foreign tax

57,296

(24,947)

Tax expense/(receipt) in the income statement

57,296

(24,947)

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

2025
£

2024
£

Loss before tax

(352,891)

(529,476)

Corporation tax at standard rate

(88,223)

(132,369)

Tax increase/(decrease) from effect of capital allowances and depreciation

2,870

(3,676)

Effect of revenues exempt from taxation

-

(382)

Effect of expense not deductible in determining taxable profit (tax loss)

49,877

9,947

Effect of tax losses

142,915

108,012

Effect of foreign tax rates

957

48,619

Decrease in UK and foreign current tax from over provision in the prior period

-

(64,331)

Effect of foreign currency balance translations

(37,489)

(1,197)

Effect of consolidation adjustments

775

2,536

Tax increase from effect of unrelieved loss on disposal of operations

2,293

-

Effect of foreign tax legislation differences

(15,967)

7,949

Tax decrease from temporary differences for which no deferred tax asset or liability has been recognised

(712)

(55)

Total tax charge/(credit)

57,296

(24,947)

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025

Asset
£

Liability
£

Accelerated capital allowances

(3,465)

-

Tax losses carried forward

3,465

-

-

-

2024

Asset
£

Liability
£

Accelerated capital allowances

(3,663)

-

Tax losses carried forward

3,663

-

-

-

The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £- (2024 - £-).

9

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2025

139,879

139,879

At 31 December 2025

139,879

139,879

Amortisation

At 1 January 2025

135,923

135,923

Amortisation charge

3,350

3,350

At 31 December 2025

139,273

139,273

Carrying amount

At 31 December 2025

606

606

At 31 December 2024

3,956

3,956

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

10

Tangible assets

Group

Short leasehold property
£

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2025

243,612

484,356

727,968

Additions

-

20,122

20,122

Disposals

(243,612)

(173,362)

(416,974)

At 31 December 2025

-

331,116

331,116

Depreciation

At 1 January 2025

243,612

283,851

527,463

Charge for the year

-

90,687

90,687

Eliminated on disposal

(243,612)

(163,066)

(406,678)

At 31 December 2025

-

211,472

211,472

Carrying amount

At 31 December 2025

-

119,644

119,644

At 31 December 2024

-

200,505

200,505

11

Investments

Company

2025
£

2024
£

Investments in subsidiaries

422,526

421,764

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Subsidiaries

£

Cost or valuation

At 1 January 2025

421,764

Additions

762

At 31 December 2025

422,526

Provision

At 1 January 2025

-

At 31 December 2025

-

Carrying amount

At 31 December 2025

422,526

At 31 December 2024

421,764

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Holding

Proportion of voting rights and shares held

2025

2024

Subsidiary undertakings

Nicoll Curtin Technology Limited

Ordinary

100%

100%

Nicoll Curtin Financial Limited

Ordinary

100%

100%

Nicoll Curtin D.O.O. Beograd

Ordinary

100%

100%

Nicoll Curtin Technology GmbH (owned indirectly)

Ordinary

100%

100%

Nicoll Curtin Technology PTE Ltd (owned indirectly)

Ordinary

100%

100%

Nicoll Curtin Consulting PTE Ltd (owned indirectly)

Ordinary

100%

100%

Nicoll Curtin Technology (HK) Ltd (owned indirectly)

Ordinary

100%

100%

Nicoll Curtin Technology Europe Limited (owned indirectly)

Ordinary

100%

100%

Nicoll Curtin Technology Consulting GmbH (owned indirectly)

Ordinary

100%

100%

Nicoll Curtin Consulting (Barbados) Limited

Ordinary

100%

100%

Nicoll Curtin Technology USA, Inc.

Ordinary

100%

100%


Subsidiaries claiming audit exemption under Section 479 of Companies Act 2006
Nicoll Curtin Financial Limited is claiming exemption from audit requirement under Section 479A. Nicoll Curtin Group Limited, as the parent company, has agreed to guarantee the liabilities of the Nicoll Curtin Financial Limited claiming exemption for the year ended 31 December 2025. Nicoll Curtin Financial Limited has been included within the consolidated results of the group presented in these financial statements.

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Subsidiary undertakings

Nicoll Curtin Technology Limited

The principal activity of Nicoll Curtin Technology Limited is an executive technology recruitment agency. The registered office of the company is in the United Kingdom.

Nicoll Curtin Financial Limited

The principal activity of Nicoll Curtin Financial Limited is providing support services to the group. The registered office of the company is in the United Kingdom.

Nicoll Curtin D.O.O. Beograd

The principal activity of Nicoll Curtin D.O.O. Beograd is providing support services to the group. The registered office of the company is in Serbia.

Nicoll Curtin Technology GmbH (owned indirectly)

The principal activity of Nicoll Curtin Technology GmbH (owned indirectly) is an executive technology recruitment agency. The registered office of the company is in Switzerland.

Nicoll Curtin Technology PTE Ltd (owned indirectly)

The principal activity of Nicoll Curtin Technology PTE Ltd (owned indirectly) is an executive technology recruitment agency. The registered office of the company is in Singapore.

Nicoll Curtin Consulting PTE Ltd (owned indirectly)

The principal activity of Nicoll Curtin Consulting PTE Ltd (owned indirectly) is an executive technology recruitment agency. The registered office of the company is in Singapore.

Nicoll Curtin Technology (HK) Ltd (owned indirectly)

The principal activity of Nicoll Curtin Technology (HK) Ltd (owned indirectly) is an executive technology recruitment agency. The registered office of the company is in Hong Kong.

Nicoll Curtin Technology Europe Limited (owned indirectly)

The principal activity of Nicoll Curtin Technology Europe Limited (owned indirectly) is an executive technology recruitment agency. The registered office of the company is in the Republic of Ireland.

Nicoll Curtin Technology Consulting GmbH (owned indirectly)

The principal activity of Nicoll Curtin Technology Consulting GmbH (owned indirectly) is an executive technology recruitment agency. The registered office of the company is in Germany.

Nicoll Curtin Consulting (Barbados) Limited

The principal activity of Nicoll Curtin Consulting (Barbados) Limited is consulting and back office services to the group.

Nicoll Curtin Technology USA, Inc.

The principal activity of Nicoll Curtin Technology USA, Inc. is an executive technology recruitment agency. The registered office of the company is in the United States of America.

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

12

Debtors

 

Group

Company

Current

2025
£

2024
£

2025
£

2024
£

Trade debtors

2,321,885

2,288,892

-

-

Amounts owed by related parties

-

-

12,560

1,817

Other debtors

221,450

241,668

1,491

2,259

Prepayments and accrued income

2,229,616

1,860,266

-

120

 

4,772,951

4,390,826

14,051

4,196

Group

The carrying amount of trade debtors pledged as security for liabilities amounted to £2,285,714 (2024 - £2,256,660).

Trade debtors have been pledged as security under invoice discounting arrangements. Rent deposits, classified as other debtors, have been pledged as security under leasing arrangements.

Company
Debtors include amounts owed by group undertakings, whilst these amounts are due on demand, it is unlikely that they will be repaid in full during the coming year.

13

Cash and cash equivalents

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Cash at bank

1,088,272

1,596,528

55

235

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

14

Creditors

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Due within one year

Trade creditors

1,712,149

437,051

263

-

Amounts due to related parties

-

-

845,981

266,164

Social security and other taxes

583,840

1,695,451

-

-

Other payables

2,225,858

2,165,364

-

-

Accruals

274,836

355,069

14,625

10,750

Corporation tax

59,133

39,657

290

290

4,855,816

4,692,592

861,159

277,204


Company
Creditors include amounts owed to group undertakings, whilst these amounts are due on demand, it is unlikely that they will be repaid in full during the coming year.

Secured creditors
Group
Creditors amounts falling due within one year includes invoice discounting liabilities, on which security has been given by the group amounting to £1,000,977 (2024 - £1,032,055).
 

15

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £96,002 (2024 - £102,106).

Contributions totalling £27,090 (2024 - £4,493) were payable to the scheme at the end of the year and are included in creditors.

16

Share capital

Allotted, called up and fully paid shares

2025

2024

No.

£

No.

£

'A' Ordinary (Voting) Shares of £1 each

6,000

6,000

6,000

6,000

'C' Ordinary (Non-voting) Shares of £1 each

2,000

2,000

2,000

2,000

8,000

8,000

8,000

8,000

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Rights, preferences and restrictions

Ordinary A shares have the following rights, preferences and restrictions:
Voting rights - 1 vote per share. Return of capital - Pari passu and pro rate to all shareholders on return of assets on liquidation, reduction of capital or otherwise (including winding up). Dividends - Pari passu and pro rata to all shareholders in any distribution of non-cumulative dividend rank pari passu in all respects.

Ordinary C shares have the following rights, preferences and restrictions:
Voting rights - Not voting rights. Return of capital - Pari passu and pro rate to all shareholders on return of assets on liquidation, reduction of capital or otherwise (including winding up). Dividends - Pari passu and pro rata to all shareholders in any distribution of non-cumulative dividend rank pari passu in all respects.

17

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

595,290

565,061

Later than one year and not later than five years

593,745

833,581

Later than five years

61,493

203,531

1,250,528

1,602,173

The amount of non-cancellable operating lease payments recognised as an expense during the year was £593,446 (2024 - £550,684).

18

Share-based payments

Nicoll Curtin Group Limited - Enterprise Management Incentive (EMI) Scheme

Scheme details and movements

Some member of the group's key management have opted into the group's EMI scheme. The scheme provides those employees the opportunity to purchase shares in the company as options upon exit conditions being met for the existing majority shareholder of the company. The options lapse after 10 years from grant date if not exercised.

The options are valued using the market value of the existing share capital at the time of grant and subsequently revalued at each reporting date.

The options vest upon exit conditions for which no timeline is determinable and contain performance conditions attached to the share option are unlikely to be met by the company. For these reasons the directors do not feel a reliable estimate of the fair value of the options can be made and as such no expense has been recognised in respect of the scheme. If the directors feel an estimation of the timeline for the vesting conditions to be met in a future period the group will recognise the cumulative effect in that period.

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

The entity is part of a group share-based payment scheme and it recognises and measures its share-based payment expense on the basis of a reasonable allocation of the expense recognised for the group. As the employees enrolled in the scheme are employed in various subsidiaries of the group the expense will be recognised in the relevant subsidiary with a corresponding credit for capital contribution from the company.

The movements in the number of share options during the year were as follows:

2025
Number

2024
Number

Outstanding, start of period

2,666

2,666

Outstanding, end of period

2,666

2,666

The movements in the weighted average exercise price of share options during the year were as follows:

2025
£

2024
£

Outstanding, start of period

2,012.00

2,012.00

Outstanding, end of period

2,012.00

2,012.00

19

Analysis of changes in net debt

Group

At 1 January 2025
£

Financing cash flows
£

At 31 December 2025
£

Cash and cash equivalents

Cash

1,596,528

(508,256)

1,088,272

Borrowings

Invoice discounting facilities

(1,032,055)

31,078

(1,000,977)

 

564,473

(477,178)

87,295

Company

At 1 January 2025
£

Financing cash flows
£

At 31 December 2025
£

Cash and cash equivalents

Cash

235

(180)

55

 

235

(180)

55

 

Nicoll Curtin Group Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

20

Related party transactions

Group

Key management compensation

2025
£

2024
£

Salaries and other short term employee benefits

1,017,975

928,496

Post-employment benefits

23,239

17,429

1,041,214

945,925

21

Parent and ultimate parent undertaking

The ultimate controlling party is N J Clark.

22

Non adjusting events after the financial period

In July 2026 the Group was approached with an offer to buy 100% of the share capital and remains in negotiation with the potential purchaser with an expected completion of 30th September 2026.