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

The principal activity of the company and group continued to be that of a specialist recruitment business.

Strategy

In 2025, the Group reviewed and confirmed its existing strategy. This is to be a specialist recruitment business for the insurance and related markets, a specialist financial and legal recruitment business in the UK and also in our chosen international markets.

Whilst general trading remains challenging, the diversification of the group’s client base and sectors helps manage exposure to a downturn in any one area. Similarly, this diversification has widened the client base with no customer representing a high percentage of turnover. The Board of Directors continually reviews market conditions to assess both risks and opportunities that the company faces.

Financial results

In 2025, the Group had an improved overall performance compared to 2024. Our markets in the UK, Asia and the US were all affected by economic uncertainty, challenging conditions for employers and reduced hiring activity.

Despite this uncertainty, UK turnover increased to £7,537,512 (2024: £7,352,961). However, turnover from our overseas businesses decreased to £286,267 (2024: £401,482). Total turnover increased to £7,823,779 (2024: £7,754,443).

As a result, the combined performance of the UK and International businesses resulted in an increase in turnover and a positive increase in profits across the group. The Board is continually looking to improve efficiencies and reduce costs where appropriate and, as a result, the overall number of staff employed in the business has slightly decreased. The directors have considered further the continuing impact of technological changes, including the advances in AI capabilities, and potential disruption to the insurance and financial services’ market places which will represent further challenges but also offer future opportunities for new revenue in different areas.

Principal risks and uncertainties

The management of the business and the execution of the Group’s strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to clients’ recruitment plans (which in turn are affected by the general economic climate), the availability of suitable candidates and the acquisition and retention of staff capable of executing recruitment projects.

The impact on the Group of economic and political uncertainty in both UK and international locations is currently difficult to predict. However, the directors believe that the current cash reserves will be sufficient to trade through the current situation in the short term.

Key performance indicators

The key performance indicators to which management refers when directing the business are the number and type of job vacancies notified to the company by clients, the number and suitability of applicants for vacancies, the quantity of curricula vitae submitted to client vacancies, the number of interviews arranged by recruitment consultants and the number and value of placements made.

Resources

The Group employs a mixture of long-serving and new staff who are both talented and committed to the business. A number of new members of staff have joined the group and their talents are crucial to the future improvement of the business. Staff numbers decreased in 2025 to 51. (2024 – 55)

The future

The Group will continue its strategy of 2025 of focusing on the areas of opportunity within our specialist markets and locations presented by the changes affecting those industries.

The directors have considered the impact of current global political events on the business which have occurred since the balance sheet date. They believe that the Group will have sufficient cash and resources available to fund its normal operations.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Share price

The directors' estimate of the purchase or sale of a single share in the company at 31 December 2025 is £4.35 (2024: £4.58).

No ordinary dividends were paid (2024: £nil). The directors recommended payment of a final dividend on 05 March 2026 amounting to £176,063.40.

The company holds or issues financial instruments in order to achieve three main objectives, being:

(a) to finance its operations;

(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and

(c) for trading purposes.

In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the company's operations.

Transactions in financial instruments result in the company and group assuming or transferring to another party one or more of the financial risks described below.

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. Management use short term money market savings account to maximise interest on cash balances.

The group’s principal foreign currency exposures arise from trading with overseas companies. Management trade in local currency whenever possible to minimise foreign exchange risk to the Group.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The directors are responsible 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 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 then 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;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

As permitted by s408 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 £0 (2024 - £100,212 profit).

IPS Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6th Floor, Bevis Marks House, 24-26 Bevis Marks, London, United Kingdom, EC3A 7JB.

The group consists of IPS Holdings Limited, all of its subsidiaries and two share trusts.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company IPS Holdings 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.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover which excludes value added tax, constitutes the value of services undertaken by the group from its principal activities. These consist of:

• Turnover from temporary placements, which represents amounts billed for the services of temporary staff, including the salary cost of these staff. This is recognised when the service has been provided.

• Turnover from permanent placements, which is typically based on a percentage of the candidate's remuneration package and is derived from both retained assignments (income recognised on completion of defined stages of work) and non-retained assignments (income recognised on the start date of the placement).

• Turnover from amounts billed to clients for expenses incurred on the behalf, which is recognised when the expense is incurred.

Cost of sales and gross profit

Cost of sales consists of the salary cost of temporary staff and costs incurred on behalf of clients.

Gross profit represents turnover less cost of sales and consists of the total placement fees of permanent candidates and the margin earned on the placement of temporary candidates,

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life of 10 years and is amortised on a systematic basis over its expected life.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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 profit and loss account.

In the company's balance sheet, investments in subsidiaries are measured at cost less accumulated impairment.

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).

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

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, 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.

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 profit and loss account 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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.

The group has applied the requirements of Section 26 of FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" in respect of all share options. These share options are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value determined at the grant date of the share-based payments is expensed on a straight line basis over the vesting period, based on the estimate of the shares that will eventually vest and adjusted for the effect of non-market vesting conditions. Fair value is measured using the Black-Scholes model.

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.

Employee share trusts

Two IPS Holdings Limited Share Trusts ("the trusts") exist to purchase shares from departing employee shareholders and to redistribute them to other employees according to their rules. The assets of the trusts are held separately from the company by an independently administered intermediary. In accordance with the principles of Section 9 of FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" the company continues to recognise the assets of the intermediary until such time as they vest unconditionally in the identified beneficiaries.

Other assets and liabilities of the trusts are recognised as assets and liabilities of the company. No gain or loss is recognised on the purchase, sale or transfer of the company's share held by the trust and the dividend income on the shares held by the trust is deducted from aggregate dividends paid and proposed.

Investment in the company's own shares held by the trusts are presented as a deduction from reserves.

Shares in the company acquired by the trusts are presented as a deduction from shareholders' funds. When the shares vest to satisfy share based payments or are disposed of, a transfer is made from own shares held through the trusts to retained earnings. The carrying value of the shares still held by the trusts are measured using the weighted average cost basis.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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

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

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

The directors have reviewed the performance of the group and the wider industry performance to estimate the fair value of equity settled share options on the grant date. Management inputs these assumptions into a Black-Scholes model to calculate the fair value of the options.

The whole of the turnover is attributable to the principal activity.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

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

The company has an Enterprise Management Incentive (''EMI'') share option scheme. The scheme entitles employees of certain trading subsidiaries to purchase shares in the parent company. Exercise prices are based on the directors' valuation of the shares at the date of the grant. Options are conditional upon the employee remaining in the company's service for the period up to and including the vesting date.

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date").

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

This reserve records the exchange differences on retranslation of opening balances of the foreign subsidiaries.

Share based payments reserve represents the acumulated charges of existing share based payments.

Other reserves represent investments in own shares.

The investments in own shares are held by two IPS Holdings Limited Share Trusts (''the trusts''). During the year ended 31 December 2025 the trust sold 39,000 shares and repurchased 100 shares.

At 31 December 2025, 121,944 shares (2024: 160,844) were held by the trusts.

Profit and loss reserve records the accumulated profit/(loss) less dividends paid.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

In preparing these financial statements, advantage has been taken of the provision under section 33 of FRS 102, which states that disclosure is not required of transactions with companies which are part of the same group, provided consolidated financial statements in which the company is included are publicly available.

A prior period error was identified whereby an other reserves balance was incorrectly recognised in the company’s separate financial statements. This reserve relates to group‑level transactions and should only be recognised in the consolidated financial statements. Comparative information has been restated to remove other reserves of £539,793 and to decrease balances owed to group undertakings of the same amount. The other reserves are recognised only in the consolidated financial statements as the shares are held by the trusts controlled by the company and not the company itself.

This restatement of the prior year comparatives has no impact on reported results or net assets of the consolidated financial statements.