Company registration number 07691722 (England and Wales)
CONEXUS MEDSTAFF LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
CONEXUS MEDSTAFF LIMITED
COMPANY INFORMATION
Director
A Moreton
Company number
07691722
Registered office
Suite A White Moss Business Park
Skelmersdale
England
WN8 9TG
Auditor
Cooper Parry Group Limited
St James Building
79 Oxford Street
Manchester
M1 6HT
Business address
Suite A White Moss Business Park
Skelmersdale
England
WN8 9TG
CONEXUS MEDSTAFF LIMITED
CONTENTS
Page
Strategic report
1 - 6
Director's report
7 - 8
Independent auditor's report
9 - 11
Statement of comprehensive income
12
Balance sheet
13
Statement of changes in equity
14
Notes to the financial statements
15 - 27
CONEXUS MEDSTAFF LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

REVIEW OF THE BUSINESS

Conexus Medstaff Limited is the UK company belonging to Conexus MedStaff Holding Company Limited which formed in January 2022. Operational discussions at group level therefore remain relevant to this company and are reported below.

 

Conexus MedStaff is a growing international staffing group owned by a family resident in the UK. Conexus MedStaff Holding Company Limited holds 100% of the shares in Conexus MedStaff Ltd, US MedStaff Holding Company LLC and Conexus MedStaff LLC.

Its principal activity is the recruitment, education and placement of international Registered Nurses (RNs) and Medical Laboratory Scientists (MLSs), together referred to as Healthcare Professionals (HCPs), into U.S. hospitals on long-term contracts typically lasting two to three years. During this co-employment period, Conexus MedStaff takes responsibility for employment compliance while also supporting professionals through clinical and non-clinical educational pathways to deliver a high-quality service to end clients.

With a clear forward-looking strategy, Conexus MedStaff intends to build on its established expertise by expanding into additional Allied Health disciplines, including Occupational Therapy, Respiratory Therapy and Physical Therapy. These service lines were launched during 2025 and provide a broader service offering to clients while maximising internal investment and enhancing operational capability.

Given the group structure, the results and comparatives provided in these financial statements are in relation to the company only whilst this review considers also the group (Conexus MedStaff) headed by this company.

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

COVID AND IMMIGRATION

While the direct operational impact of COVID within healthcare settings has largely normalised, the U.S. immigration environment continued to experience pressure following record visa submissions in 2023 and constrained visa availability. During 2025, immigration processing progressed gradually, resulting in extended deployment timelines from circa 30 months to more than 40 months. These delays which have occurred post pandemic have resulted in international graduate visa conversions becoming a less attractive option for clients, as immigration processing delays created service gaps. However, the business continued to adapt its planning and pipeline management accordingly.

IMMIGRATION PROCESSING

The order in which visas are processed by U.S. Citizenship and Immigration Services (USCIS) is determined by the visa submission date, with older applications receiving priority. Retrogression, whereby the applicable date moves backwards, affected the market in 2024. During 2025, the priority date moved forward, albeit gradually whilst US Immigration works through the visa backlog caused by the pandemic. The normalization of processing time is unknown, however there has been some measured improvement in the overall immigration environment.

 

POLITICAL AND IMMIGRATION

 

Since Conexus MedStaff introduced MLS as a service line in 2022, the primary visa type used for candidate deployment has been the H-1B visa. During 2024 and 2025, this visa route was also applied to certain RN roles; however, the bachelor’s degree prerequisite has limited its wider applicability because not all RN positions meet the relevant criteria, and there is already a strong pipeline of candidates progressing through the EB-3 visa route. From September 2025, certain new H-1B petitions became subject to an additional $100,000 payment under a Presidential Proclamation, although the application of this requirement is nuanced and exemptions may be available in limited circumstances although this has not yet been clarified. Accordingly, 2026 lottery applicants may be affected by this requirement, although the operational impact on the business will depend on the mix of cases submitted and the extent to which exceptions apply.

CONEXUS MEDSTAFF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

POLITICAL AND IMMIGRATION (continued)

The business was not affected by travel bans during 2025. In early 2026, however, U.S. entry restrictions were expanded under Presidential Proclamation 10998, effective from 1 January 2026, increasing the number of countries subject to full or partial restrictions to 75. These countries have previously represented circa 40%, a significant proportion, of visa submissions. While this may reduce candidate availability from certain markets and create additional uncertainty in deployment planning, it may also ease processing pressure for unaffected countries within the Rest of World category. The practical impact will depend on the duration of the measures, the scope of any exemptions and the business’s ability to rebalance sourcing geographically.

Changes and delays in immigration remain a recurring feature of the operating environment. While immigration is central to Conexus MedStaff’s performance, the business has adopted a range of strategies designed to mitigate these pressures and support resilient long-term growth.

POLITICAL AND U.S. HEALTHCARE

Reductions in federal healthcare funding are expected in 2026, and enhanced subsidies under the Affordable Care Act (ACA) concluded at the end of 2025. In the near term, these changes may create uncertainty around hospital revenue streams as funding support reduces and uninsured populations may increase. Hospital systems are therefore likely to maintain a strong focus on cost control while also managing inflationary and supply chain pressures. The structural need for stable, cost-effective workforce solutions continues to support the relevance of Conexus MedStaff’s offering; however, the timing and scale of any client demand response remains uncertain.

KEY MITIGATIONS

 

VISA TYPES

Applicant processing is supported through multiple visa pathways, enabling the delivery of talent to U.S. clients while reducing reliance on a single employment-based visa route. In addition, the strategy adopted from 2023 onwards of maintaining consistent candidate volumes and continuous visa processing has created a valuable pipeline of candidates, helping the business respond more effectively to movements in visa issuance dates.

Within the U.S., Conexus MedStaff continues, on a more limited basis, to utilise faster immigration routes for client deployments by attracting international students graduating in the country. These graduates can initially work under OPT arrangements while the business invests in their transition to permanent employment-based green cards.

In addition, the company has developed an International Canadian Registered Nurse sourcing strategy, supported by competitive employment packages, to provide shorter-term assignments and enhance deployment flexibility. Here, America is still the attractive and primary target location for International RNs and Conexus MedStaff has growing success in recruiting talent based in Canada.

US RN QUALIFICATION & CANDIDATE ATTRACTION

To reduce concentration risk in candidate sourcing, Conexus MedStaff has broadened its talent pipeline to more than 130 countries. This diversification strengthens resilience and means that any individual travel ban is less likely to disrupt the full pipeline of healthcare professionals available for deployment.

A key contributor to this pipeline is the NCLEX sponsorship programme initiated in 2022, which has become an important source of Registered Nurse candidates. Visa submissions increased significantly in 2024, and 2025 volumes remained at a comparatively strong level, demonstrating the continuing effectiveness of the programme. Management also notes that the programme has increased Conexus MedStaff’s visibility within its target recruitment markets and supported broader candidate attraction. The National Council of State Boards of Nursing (NCSBN) data reflects a 6-fold increase in the market share of NCLEX passers from Conexus MedStaff from 2023 to 2025.

INTERNAL GLOBAL WORKFORCE

Supply chain pressures affecting the availability of healthcare professionals, driven by immigration delays, led to a review of the internal team cost profile. By leveraging its three offices across the UK, the Philippines and the U.S., the business has been able to provide more cost-effective support to the candidate pipeline throughout its geographical journey, supported by the use of shared services for foundational activities across IT, Finance, Marketing and HR.

CONEXUS MEDSTAFF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

DEVELOPMENT AND PERFORMANCE

 

In 2025, Conexus MedStaff generated revenue of $37.2 million, representing a decline of 15.6% compared with the prior year and a second consecutive year of reduced revenue contribution. While this reflects a challenging backdrop, performance should be assessed in the context of broader market conditions which declined by 12.5% in 2025, following a contraction of 18.9% in 2024. This represents a 2 year industry contraction of 31.6% , whereas Conexus MedStaff’s 2 year decline was comparatively modest at 18.6%. Although external industry commentary indicates continued pressure on healthcare staffing demand during 2024 and 2025, the precise comparability of market-wide data to the Group’s business model should be treated with caution.

The contraction in the healthcare staffing market has been driven by lower client demand and softer bill rates for short-term contracts used to address workforce gaps. For Conexus MedStaff, however, the more significant factor has been the excess demand for U.S. employment-based immigration visas relative to available quotas, which has slowed the deployment of overseas healthcare professionals into U.S. hospital contracts.

Despite market and immigration pressures, the Medical Laboratory Scientist (MLS) segment continued to perform strongly, with revenue increasing by 72.7% to $19.1 million in 2025. This growth was supported by the underlying H-1B visa route, which is not subject to the same Green Card processing delays. The visa structure also supports retention, as healthcare professionals are required by USCIS to remain employed by Conexus MedStaff as the visa sponsor during the applicable period.

In addition, to help offset delays in international deployments, Canadian Registered Nurses on shorter-term contracts began deploying from September onwards, creating an emerging revenue stream of $1.0 million in the latter part of 2025.

To support future growth, Conexus MedStaff has continued to invest in strengthening its HCP pipeline for U.S. deployments. This investment is strategically important in helping the business manage immigration movements and delays while maintaining a continuous supply of healthcare professionals ready for deployment as conditions improve.

The value of this approach is reflected in the contract asset, which increased from $5.6 million in December 2024 to $7.2 million by December 2025. HCP pipeline investment of $3.2 million was made during 2025, of which $1.0 million was amortised for active, deployed HCPs, while $0.6 million was expensed due to withdrawals. These withdrawals were lower than expected during the year and 67% below the level recorded in 2024. Importantly, Conexus MedStaff continues to maintain a robust financial position, with net current assets of $18.8 million, exceeding the prior year and supporting continued operational focus.

While 2025 continued to reflect the impact of immigration-related constraints, these conditions are now better understood within the operating model. Conexus MedStaff therefore enters the next phase of development well positioned for sustainable growth, underpinned by a global workforce and supported by a prepared HCP pipeline, improving immigration progress, expanding service lines and complementary near-term onshore revenue opportunities.

 

CONEXUS MEDSTAFF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
CONEXUS MEDSTAFF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

ESG AND COMMUNITY INITIATIVES (continued)

Compared with 2024, Conexus MedStaff has:

The company’s structured Global Impact framework, centred on health, education and community empowerment, reinforces its commitment to sustainable development by helping to build a more resilient global healthcare workforce while addressing wider social determinants of health. This alignment not only supports its commitment to the UN Global Compact but also strengthens Conexus MedStaff’s broader strategy by embedding ESG principles within core operations, reinforcing ethical recruitment and supporting long-term sustainable impact alongside commercial progress.

OPERATIONAL MATTERS

Statement by the directors on the performance of their statutory duties in accordance with section 172(1) of the Companies Act 2006

The board of directors of Conexus MedStaff Holding Company Limited considers, both individually and collectively, that it has acted in the way it believes, in good faith, would be most likely to promote the success of the Group and the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1)(a) to (f) of the Companies Act 2006, in the decisions taken during the year ended 31 December 2025.

 

Conexus MedStaff seeks to engage with all stakeholders in a fair, respectful and partnership-oriented manner, supported by a culture of inclusion and diversity. Supplier payment policies operate in accordance with agreed terms and do not vary by geography. In addition, a review process for major procurement decisions is followed to help ensure that suppliers are assessed fairly before contracts are entered into.

 

During 2025, Conexus MedStaff incurred audit-related costs of $145,209, compared with $163,004 paid in 2024.

 

International employee contracts are entered into with due regard to World Health Organization guidance, geographical assessments, and relevant local and international regulations. As an active member of the American Association of International Healthcare Recruitment, the business follows its guidance and adheres to its code of ethics. In relation to immigration matters, the business maintains adherence to the rules and standards of United States Citizenship and Immigration Services, the U.S. Department of Labor and the Philippines Department of Migrant Workers.

 

Internal employees are offered contracts that comply with local employment laws. External benchmarking is also undertaken at key intervals, and a competitive benefits package is provided to attract and retain employees with high levels of professional skill and accountability.

 

In terms of employee representation, the Senior Leadership Team had equal female representation, while 63% of employees in the top quartile were female. Colleagues are kept informed of business progress through a range of communication channels, including regular all-employee updates, the intranet and file-sharing platforms. Obtaining employee feedback remains an important part of the decision-making process, and regular surveys are undertaken to support this.

 

SPONSORSHIP PROGRAM AND IMMIGRATION SUPPORT

The Conexus MedStaff sponsorship programme for Registered Nurses entered its third year, with pass rates continuing to outperform external averages and with 200 NCLEX outcomes contributing to increased immigration additions in 2025. Lessons learned regarding visa accessibility and credentialing pathways across different countries and regions have further strengthened the future effectiveness of the programme and supported informed investment decisions.

CONEXUS MEDSTAFF LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

STRATEGIC INITIATIVES AND RETENTION

The U.S. healthcare staffing market remains significant and continues to be influenced by workforce shortages, hospital cost pressures and variable demand across staffing categories. While external commentators have indicated the potential for modest market recovery in 2026, the pace and breadth of recovery remain uncertain. Against this backdrop, Conexus MedStaff’s strategy remains focused on addressing staffing shortages in U.S. hospitals and diagnostic laboratories through longer-term, stable staffing solutions.

Conexus MedStaff’s strategy is focused on helping address staffing shortages in U.S. hospitals and diagnostic laboratories by providing long-term, stable staffing solutions. U.S. nurses continue to face increased workloads, elevated overtime and ongoing wellbeing pressures, reinforcing the need for sustainable workforce models. Conexus MedStaff’s proposition offers clients a long-term staffing solution at a cost saving relative to certain short-term travel nursing arrangements. In addition to lower bill rates in many cases, Conexus MedStaff employees have lower attrition, which can reduce onboarding and training costs for clients over the longer term.

External studies published during late 2025 and early 2026 have suggested that, when fully loaded labour costs are considered, travel nursing may in some circumstances compare favourably with directly employed staffing models. In an environment where hospital cost has become a key factor in staffing decisions, this evidence indicates that workforce purchasing decisions are more nuanced than headline bill rates alone suggest. Against that backdrop, Conexus MedStaff’s proposition of long-term workforce provision remains differentiated, particularly where clients place value on continuity, retention and reduced turnover.

In 2025, Conexus MedStaff continued to progress several strategic initiatives designed to support growth and retention. Although HCP attrition remains an area of ongoing focus, retention remained above 92%, which management considers strong relative to broader industry indicators. This outcome reflects a multifaceted and personalized approach, built on company experience and close engagement, that continues to evolve in support of each healthcare professional’s clinical and non-clinical journey through immigration and career development.

 

On behalf of the board

A Moreton
Director
19 June 2026
CONEXUS MEDSTAFF LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

 

This statement of the Board of Directors and the Startegic Report describe how they have approached the responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the financial year ending 2025.

Principal activities

The principal activity of the company continued to be that of a holding company and a provider of Physician, Nursing and Allied Health staffing services.

Results and dividends

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £566,347. The director does not recommend payment of a final dividend.

Director

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

A Moreton
Director's insurance

The company maintains insurance policies on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the company.

Business relationships

Conexus MedStaff's success is intrinsically linked to the success of both its customers and suppliers. Aligning the company's mission and vision to promote the well-being of individuals and communities extends beyond internal practices—it also encompasses how suppliers represent the company. This involves acting in an equitable, ethical, and environmentally conscious manner wherever possible. To ensure these values are upheld, a procurement function supports the vision through rigorous supplier evaluation and selection processes

The Board of Directors of recognises its responsibility for defining the group's purpose, values, and strategy, while ensuring the maintenance of high standards of corporate governance. The Directors’ primary objective is to promote the long-term sustainable success of the group, thereby generating value for all stakeholders. Over the course of the next financial year, the Board will continue to review and critically assess opportunities for enhancing the group's engagement with all stakeholders.

 

Future developments

Staffing shortages within the U.S. healthcare industry are intensifying calls for immigration reform, as Healthcare Professionals (HCPs) are currently not granted special consideration in the visa application process. Any future changes to U.S. immigration policy that prioritize HCPs would enable Conexus MedStaff to attract and deploy a greater number of skilled professionals from around the world, unlocking new opportunities for business growth and reducing the time it takes to deploy an HCP into a US unfilled healthcare position. This change would improve the valuation of Conexus MedStaff as revenue streams would be realized earlier.

Throughout 2025 and beyond, the company remains committed to investing in and developing its internal teams, business processes and technology, ensuring alignment with strategic goals and positioning the company to capitalize on market opportunities for expansion. Ongoing client engagement will continue to support and enhance a competitive and attractive pricing proposition to meet healthcare staffing demands effectively.

Auditor

The auditor, Cooper Parry Group Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

CONEXUS MEDSTAFF LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report further on its emissions, energy consumption or energy efficiency activities.

Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the director is required to:

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

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 company’s auditor 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 company’s auditor is aware of that information.

Going concern

The director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus continue to adopt the going concern basis in preparing the annual financial statements and further information is provided in the notes to the accounts.

On behalf of the board
A Moreton
Director
19 June 2026
CONEXUS MEDSTAFF LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CONEXUS MEDSTAFF LIMITED
- 9 -
Opinion

We have audited the financial statements of Conexus Medstaff Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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:

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 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 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 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 director 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 director is 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:

CONEXUS MEDSTAFF LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CONEXUS MEDSTAFF LIMITED (CONTINUED)
- 10 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

Based on our understanding of the company and industry, we identified that the principal risks of non compliance with laws and regulations related to the non-compliance with UK tax legislation not being adhered to, non-compliance with employment regulations in the UK. We have considered the extent to which non compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting of journal entries to improve revenue performance or to manipulate metrics, and management bias in key accounting estimates.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

CONEXUS MEDSTAFF LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CONEXUS MEDSTAFF LIMITED (CONTINUED)
- 11 -

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.

Kevin Blakemore FCCA (Senior Statutory Auditor)
For and on behalf of Cooper Parry Group Limited, Statutory Auditor
St James Building
79 Oxford Street
Manchester
M1 6HT
19 June 2026
CONEXUS MEDSTAFF LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
Turnover
3
4,135,083
3,482,238
Administrative expenses
(4,019,582)
(3,399,433)
Operating profit
4
115,501
82,805
Interest receivable and similar income
8
802,830
463,402
Interest payable and similar expenses
9
(14,404)
(23,023)
Profit before taxation
903,927
523,184
Tax on profit
10
(14,501)
(7,446)
Profit for the financial year
889,426
515,738

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

CONEXUS MEDSTAFF LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
12
5,291
7,215
Tangible assets
13
183,270
278,191
Investments
14
319,877
319,877
508,438
605,283
Current assets
Debtors
16
536,973
399,088
Cash at bank and in hand
70,597
78,272
607,570
477,360
Creditors: amounts falling due within one year
17
(625,398)
(677,425)
Net current liabilities
(17,828)
(200,065)
Total assets less current liabilities
490,610
405,218
Creditors: amounts falling due after more than one year
18
(98,998)
(328,198)
Provisions for liabilities
Deferred tax liability
21
14,906
23,393
(14,906)
(23,393)
Net assets
376,706
53,627
Capital and reserves
Called up share capital
23
1
1
Profit and loss reserves
24
376,705
53,626
Total equity
376,706
53,627
The financial statements were approved and signed by the director and authorised for issue on 19 June 2026
A Moreton
Director
Company registration number 07691722 (England and Wales)
CONEXUS MEDSTAFF LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
1
28,970
28,971
Year ended 31 December 2024:
Profit and total comprehensive income
-
515,738
515,738
Dividends
11
-
(491,082)
(491,082)
Balance at 31 December 2024
1
53,626
53,627
Year ended 31 December 2025:
Profit and total comprehensive income
-
889,426
889,426
Dividends
11
-
(566,347)
(566,347)
Balance at 31 December 2025
1
376,705
376,706
CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information

Conexus Medstaff Limited is a company limited by shares incorporated in England and Wales. The registered office is Suite A White Moss Business Park, Skelmersdale, England, WN8 9TG.

 

The principal activity of the company continued to be that of a holding company and a provider of Physician, Nursing and Allied Health staffing services.

1.1
Accounting convention

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.

This 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:

 

• 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Conexus Medstaff Limited is a wholly owned subsidiary of Conexus Medstaff Holding Company Limited and the results of Conexus Medstaff Limited are included in the consolidated financial statements of Conexus Medstaff Holding Company Limited which are available from Suite A, White Moss Business Park, Skelmersdale, England, WN8 9TG.

CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.2
Going concern

The Company meets its day to day working capital requirements through its liquid cash resources and the present bank facilities of the group which were agreed in December 2025 and due for renewal in January 2028. true

 

The directors have prepared a going concern assessment for the group and company based on board approved forecasts and strategic plans and these demonstrate the group will have sufficient finance through a period of at least 12 months from the date of approval of these financial statements. The directors have also considered the covenants attached the borrowings and are satisfied that the covenant compliance will continue through the review period.

 

During 2025, Conexus Medstaff LLC, a subsidiary company, was named in a class and collective action lawsuit alleging various claims concerning employment practices, worker protections and employment regulation. The Directors believe these claims remain without merit and following legal advice, are disputing all claims. There is no conclusion to date regarding any liability.

 

On the basis of the assessment, at the time of approving 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.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

Software
20% straight line
1.5
Tangible fixed assets

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:

Leasehold improvements
20% straight line
Fixtures, fittings & equipment
25-33.3% straight line
Motor vehicles
25% straight line

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 credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -

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

1.7
Impairment of fixed assets

At each reporting end date, the company reviews the carrying amounts of its tangible 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. Impairment losses are recognised in profit and loss. Recognised impairment losses are reversed if and only if the reasons for the impairment loss ceased to apply.

1.8
Cash and cash equivalents

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.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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

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

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.

CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Basic financial 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.

 

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 company after deducting all of its liabilities.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company 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 company.

CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

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.

1.13
Retirement benefits

The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

1.14
Leases
As lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed.

 

CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

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

 

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

No critical judgements or key sources of estimation uncertainty were identified by the directors in the preparation of these financial statements.

3
Turnover and other revenue

An analysis of the company's turnover , which was all generated in the United Kingdom and recharged to the United States, is as follows:

2025
2024
£
£
Turnover analysed by class of business
Rendering of services
4,135,083
3,482,238
2025
2024
£
£
Other revenue
Dividends received
802,830
463,402
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
2,540
(1,548)
Depreciation of tangible fixed assets
72,499
81,050
Profit on disposal of tangible fixed assets
(19,387)
-
Amortisation of intangible assets
1,924
1,924
Operating lease charges
22,389
27,555
CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
11,500
11,000
For other services
Taxation compliance services
3,500
3,350
Other taxation services
1,200
1,150
All other non-audit services
850
1,000
5,550
5,500
6
Employees

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

2025
2024
Number
Number
Admin
26
26

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,689,419
1,867,242
Social security costs
213,740
230,881
Pension costs
116,722
99,375
2,019,881
2,197,498
7
Director's remuneration
2025
2024
£
£
Remuneration for qualifying services
106,227
377,847
Company pension contributions to defined contribution schemes
25,000
10,000
131,227
387,847
CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Director's remuneration
(Continued)
- 22 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
n/a
377,847
Company pension contributions to defined contribution schemes
n/a
15,000
8
Interest receivable and similar income
2025
2024
£
£
Income from fixed asset investments
Income from shares in group undertakings
802,830
463,402
9
Interest payable and similar expenses
2025
2024
£
£
Interest payable to group undertakings
9,386
16,634
Interest on finance leases and hire purchase contracts
5,018
6,389
14,404
23,023
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
27,506
15,729
Adjustments in respect of prior periods
(4,518)
-
0
Total current tax
22,988
15,729
Deferred tax
Origination and reversal of timing differences
(8,487)
(8,283)
Total tax charge
14,501
7,446
CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
(Continued)
- 23 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
903,927
523,184
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
225,982
130,796
Adjustments in respect of prior years
(4,554)
-
0
Group relief
(7,753)
(7,500)
Permanent capital allowances in excess of depreciation
1,533
-
0
Dividend income
(200,707)
(115,850)
Taxation charge for the year
14,501
7,446
11
Dividends
2025
2024
£
£
Interim paid
566,347
491,082
12
Intangible fixed assets
Software
£
Cost
At 1 January 2025 and 31 December 2025
9,620
Amortisation and impairment
At 1 January 2025
2,405
Amortisation charged for the year
1,924
At 31 December 2025
4,329
Carrying amount
At 31 December 2025
5,291
At 31 December 2024
7,215
CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
13
Tangible fixed assets
Leasehold improvements
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2025
87,549
192,789
189,402
469,740
Additions
-
0
11,677
-
0
11,677
Disposals
-
0
-
0
(102,298)
(102,298)
At 31 December 2025
87,549
204,466
87,104
379,119
Depreciation and impairment
At 1 January 2025
6,089
106,373
79,087
191,549
Depreciation charged in the year
5,620
45,103
21,776
72,499
Eliminated in respect of disposals
-
0
-
0
(68,199)
(68,199)
At 31 December 2025
11,709
151,476
32,664
195,849
Carrying amount
At 31 December 2025
75,840
52,990
54,440
183,270
At 31 December 2024
81,460
86,416
110,315
278,191

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Motor vehicles
54,440
110,315
14
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
15
319,877
319,877
15
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
1. Conexus Medstaff LLC
1
Ordinary
100.00
2. US Medstaff Holding Company LLC
1
Ordinary
100.00

Registered office addresses (all USA unless otherwise indicated):

1
11750 Katy Freeway, Ste 750, Houston, TX 77079
CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
16
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
368,647
254,350
Other debtors
122,058
120,230
Prepayments and accrued income
46,268
24,508
536,973
399,088
17
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Obligations under finance leases
19
6,418
65,855
Other borrowings
20
204,724
210,663
Trade creditors
217,129
105,255
Corporation tax
27,564
15,728
Other taxation and social security
59,975
55,660
Other creditors
12,956
10,268
Accruals and deferred income
96,632
213,996
625,398
677,425
18
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Obligations under finance leases
19
61,059
67,477
Other borrowings
20
37,939
260,721
98,998
328,198

Obligations under finance leases are secured on the assets concerned.

19
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
10,209
71,144
In two to five years
66,746
76,955
76,955
148,099
Less: future finance charges
(9,478)
(14,767)
67,477
133,332
CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
20
Loans and overdrafts
2025
2024
£
£
Loans from group undertakings
242,663
471,384
Payable within one year
204,724
210,663
Payable after one year
37,939
260,721

Loans from group undertakings consist of:

 

(i) A 5 year unsecured loan from Conexus Medstaff LLC of £719,748 ($1,007,647). Interest is payable annually at a fixed rate of 4% and matures on 26 January 2027. The monthly repayments are £13,789 ($18,557). At 31 December 2025 the balance outstanding on the loan was £189,938 ($255,614).

 

(ii) A 5 year unsecured loan from Conexus Medstaff LLC of £200,000 ($280,000). Interest is payable annually at a fixed rate of 4% and matures on 28 January 2027. The monthly repayments are £3,832 ($5,157), At 31 December 2025 the balance outstanding on the loan was £52,725 ($70,956).

21
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
14,906
23,393
2025
Movements in the year:
£
Liability at 1 January 2025
23,393
Credit to profit or loss
(8,487)
Liability at 31 December 2025
14,906
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
116,722
99,375

The company contributes to defined contribution pension schemes for all qualifying employees. The assets of those schemes are held separately from those of the company in independently administered funds.

CONEXUS MEDSTAFF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
23
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1

Called up share capital represents the nominal value of shares that have been issued.

24
Profit and loss reserves

This reserve includes all current and prior period retained profits and losses less dividends.

25
Operating lease commitments
Lessee

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

31 December
31 March
2025
2024
£
£
Within one year
22,728
22,728
Between two and five years
42,592
65,320
65,320
88,048
26
Related party transactions

The company has taken advantage of the exemptions available in FRS102 not to disclose transactions with group companies which are wholly owned members of the group.

27
Ultimate controlling party

Conexus Medstaff Holding Company Limited is the ultimate parent company and prepares consolidated accounts. Copies of the group accounts may be obtained from Companies House. The ultimate controlling party is A Moreton.

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