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

The Group operates within the recruitment and labour supply sector, providing temporary and permanent staffing solutions across a range of industries. During the year, the Group underwent a significant corporate restructuring which resulted in the creation of a new ultimate holding company for the former ITS Holdings Limited Group of Companies.

The reorganisation was implemented through a series of share exchanges whereby certain shareholders in subsidiary companies exchanged their shareholdings for shares in the new holding company. In addition, the new holding company acquired a shareholder's interest in ITS Holdings Limited over an agreed period. Shareholders not involved in the subsidiary share exchanges participated in a share-for-share exchange with the former holding company. The restructuring has simplified the Group structure and provides a platform for future growth and strategic development.

The year ended 31 December 2025 was challenging for the Group, primarily due to a slowdown in UK housebuilding activity, which adversely affected demand within some of the Group's traditional markets. In response, management successfully diversified operations into the civil construction sector and expanded its exposure to white-collar recruitment activities. This strategic diversification broadened the Group's customer base and reduced reliance on any single market sector.

The United Kingdom construction industry remains highly competitive, particularly in the South of England. The Group's success is dependent upon the effective selection, placement and management of its workforce, together with maintaining strong customer relationships and service levels. The directors believe that retaining a diversified client base is essential to achieving sustainable profitability and mitigating the risks associated with operating in a highly competitive marketplace.

The benefits of the Group's diversification strategy are being reflected in the current financial year, with trading performance during 2026 running significantly ahead of that achieved in 2025. Customer service remains a key priority and the directors continue to focus on delivering high standards of service whilst strengthening the Group's market position.

The Group's activities expose it to a number of financial and commercial risks, including credit risk, liquidity risk, cash flow risk and price risk. More broadly, the principal risks and uncertainties facing the Group continue to revolve around the economic outlook in the United Kingdom.

Current economic policy, including higher taxation of employment through increased employer National Insurance contributions, together with interest rates remaining higher than previously anticipated, could impact future growth and profitability. Whilst inflationary pressures have eased, household disposable income remains under pressure and economic uncertainty may adversely affect construction activity and levels of recruitment demand across the Group's markets.

The increases to the National Living Wage and employer National Insurance contributions introduced in April 2025 have increased operating costs throughout the labour market. The directors continue to monitor these developments closely and remain focused on improving operational efficiency. Investment in technology and process improvements is expected to mitigate some of the impact of rising employment costs and support future growth.

Cash Flow Risk

The Group's interest-bearing borrowings are subject to variable rates of interest. Consequently, changes in market interest rates may affect future cash flows and profitability. The directors regularly review financing arrangements and cash flow forecasts to manage this exposure.

Credit Risk

The group has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which is continually reviewed by the senior management team. The group continues to credit insure its debtor risk.

Liquidity Risk

The Group seeks to minimise liquidity risk through active cash flow management, regular monitoring of working capital requirements and the establishment of collection targets across Group companies. Liquidity is further supported through a combination of long-term funding arrangements and short-term overdraft facilities where appropriate.

Price Risk

The Group is exposed to price risk arising from changes in supplier pricing and wider market conditions. Management continually reviews procurement strategies and supplier relationships to maintain competitiveness and minimise the impact of cost increases.

The results of the Group for the year are set out in the consolidated financial statements and show a profit before taxation of £839,935. At the year end, Group shareholders' funds amounted to £45,732.

The Board monitors the performance of the Group using a number of financial and non-financial key performance indicators. These measures are reviewed regularly and are used to assess the effectiveness of the Group's strategy and operational performance.

The board monitors the progress of the group by reference to the following key performance indicators:

Future Developments

The directors believe the Group is well positioned to benefit from improvements in construction and infrastructure markets. The successful diversification into civil construction and the continued growth of white-collar recruitment activities have strengthened the Group's market position and enhanced resilience against fluctuations in individual sectors.

The Group will continue to consolidate its position within its existing markets and focus on achieving sustainable growth whilst maintaining high levels of customer service. A diversified client portfolio, continued investment in technology and the ongoing development of operational efficiencies remain central to the Group's strategy.

The directors remain cautiously optimistic regarding the Group's prospects and are encouraged by the strong trading performance achieved in 2026 to date. The Group will continue to focus on delivering sustainable growth, strong cash generation and financial discipline whilst responding proactively to changes in market and economic conditions.

On behalf of the board

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

The principal activity of the company was that of a holding company, responsible for routine administrative tasks of the group.

The principal activity of the group was that of an employment agency.

The results for the period are set out on page 8.

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Shaw Gibbs (Audit) Limited were appointed as auditor to the group and 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.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent 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 United Kingdom 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 group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent 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.

The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008, Sch. 7 to be contained in the director's report. It has done so in respect of strategy, risks and performance of the company.

We have audited the financial statements of ITS (Enterprises) Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, 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).

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 profit for the period 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

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

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

1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.

    

2. During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

    

3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

   1. Reviewing the controls set in place by management;

   2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

   3. Challenging management assumptions with regard to accounting estimates; and

   4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

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 £512,500.

ITS (Enterprises) Ltd (“the company”) is a private limited company limited by shares and is registered and incorporated in England and Wales. The registered office is Clock House, 286 Kings Road, Reading, RG1 4HP.

The group consists of ITS (Enterprises) Ltd and all of its subsidiaries.

The company's and the group's principal activities and nature of its operations are disclosed in the directors' report.

The company was incorporated on 23 September 2024. These financial statements cover the period of the company from incorporation to 31 December 2025. Consequently, no comparative financial data or figures are presented in these accounts, as this is the company’s first financial reporting period.

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.

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.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company ITS (Enterprises) Ltd 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.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have 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.

Temporary Placements

Revenue from temporary placements represents amounts billed for providing temporary staff, including their salary costs. This revenue is recognised when the service has been delivered.

Permanent Placements

Revenue from permanent placements is generally calculated as a percentage of the candidate’s remuneration package. For retained assignments, revenue is recognised upon completion of specific milestones. For non-retained assignments, it is recognised once an offer has been accepted by the candidate and a start date is confirmed. This includes anticipated revenue not yet invoiced at the balance sheet date, which is accrued accordingly. A provision is made against accrued income to account for potential cancellations occurring before or shortly after the candidate’s start date.

Client-Reimbursed Expenses

Revenue from client-reimbursed expenses (primarily advertising costs) is recognised when the related expense is incurred.

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 and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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:

Freehold property is not depreciated on the grounds that its residual value makes any depreciation charge immaterial.

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.

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.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

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.

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.

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 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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The key judgements made by management in respect of revenue is the point at which that revenue should be recognised. Management consider the underlying contract terms and conclude upon the most appropriate point of the cycle at which to recognise revenue based upon these terms and in particular where the risks and rewards of ownership transfer.

Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are addressed annually and may vary depending on a number of factors. Residual value assessment consider issues such as the remaining life of the asset and the projected disposal value.

Management estimation is required to determine the amount of deferred tax asset that can be recognised based upon likely timing and level of future taxable profits.

Turnover is attributable to the one activity of the group.

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

Their aggregate remuneration comprised:

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

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

The registered office for each of the companies is Clock House, 286 Kings Road, Reading RG1 4HP, United Kingdom.

The nature of business of each of the companies is that of employment agencies, with the exception of ITS (Holdings) Ltd, whose principal activity is that of a holding company, and ITS (Financial Services) Ltd, which provides accident insurance services within the group.

Included within other creditors is £2,802,633 in respect of a confidential invoice discounting facility which is secured by a fixed and floating charge over the assets of the group.

The invoice discounting liability has been recognised in other creditors.

The bank loan is secured by a fixed charge over the land and buildings of the company.

The confidential invoice discounting facility is secured by a fixed and floating charge over the company's assets.

The hire purchase liabilities are secured against the asset to which they relate.

The following are the major deferred tax liabilities and assets recognised by the group and company:

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.

Contributions totalling £60,245 were payable to the schemes at the balance sheet date and are included in creditors.

The ordinary shares have full rights in the company with respect to voting, dividends and capital distributions. They confer no right to redemption.

The B ordinary shares have full rights in the company with respect to voting and dividends. These shares have been designated as growth shares and there is a restriction on the rights to capital distributions dependent on the value placed on the company in the event of a winding up, share sale or asset sale. They confer no right to redemption.

Share premium reserves

Represents cumulative amounts received for the issue of share capital, over and above the par value of those shares.

Profit and loss reserves

Represents cumulative profits or losses, net of distributions to owners.

Non-controlling interest

Represents cumulative profits or losses owed to minority parties, net of distributions.

On 24 October 2024 the group acquired 80 percent of the issued capital of ITS (Aylesbury) Ltd.

On 24 October 2024 the group acquired 66.67 percent of the issued capital of ITS (Guildford) Ltd.

On 24 October 2024 the group acquired 100 percent of the issued capital of ITS (Holdings) Ltd.

At 31 December 2025, the group was owed £314,173 from its directors. No interest is charged on these balances and there are no repayment terms.

Contingent liabilities exist in the form of composite cross company guarantees and indemnities in respect of bank overdraft and confidential invoice discounting facilities involving the parent company and all its subsidiaries and Serrate Limited.

The contingent liabilities in respect of these companies amounted to £2,802,633.

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

Group

During the year, the group made management charges totalling £185.784 to entities under common control.

At the balance sheet date, amounts owed to these entities totalled £198,145.

Company

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.

The ultimate controlling party is P J Knight, by virtue of his 60% holding in the ordinary share capital of ITS (Enterprises) Ltd.

All subsidiaries, as shown in note 15, have claimed exemption under section 479A of the Companies Act 2006 not to be audited individually for the year ended 31 December 2025. ITS (Enterprises) Limited, as parent of the group, has given a statutory guarantee under section 479C of the Companies Act 2006 guaranteeing all the outstanding liabilities which the subsidiaries are subject to at the year end.