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REGISTERED NUMBER: 14486945 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

MAJAR HOLDCO LIMITED

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Contents of the Consolidated Financial Statements
for the year ended 31 December 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 13

Consolidated Balance Sheet 14

Company Balance Sheet 15

Consolidated Statement of Changes in Equity 16

Company Statement of Changes in Equity 17

Consolidated Cash Flow Statement 18

Notes to the Consolidated Cash Flow Statement 19

Notes to the Consolidated Financial Statements 21


MAJAR HOLDCO LIMITED

Company Information
for the year ended 31 December 2025







DIRECTORS: R J Gratton
Mrs J Lucy
J W Parsons
Ms R Rolo
B Shanmugam





REGISTERED OFFICE: 81 Rivington Street
London
EC2A 3AY





REGISTERED NUMBER: 14486945 (England and Wales)





AUDITORS: Thorne Lancaster Parker
Chartered Accountants &
Statutory Auditors
5th Floor
Palladium House
1-4 Argyll Street
London
W1F 7TA

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Group Strategic Report
for the year ended 31 December 2025


The directors present their strategic report of the company and the group for the year ended 31 December 2025.

PERFORMANCE AND FINANCIAL POSITION
On a consolidated Group basis, turnover in the year to 31 December 2025 was £33,687,708 and gross profit of £9,362,296 was delivered at a gross profit margin of 27.8%.

Operating profit from continuing operations was approximately £49,926 and EBITDA from continuing operations was £768,472.

The Group continues to enjoy an excellent relationship with the Royal bank of Scotland who have provided the Group with a confidential invoice discounting facility of £6m which gives the Group sufficient working and investment capital to allow the Group to meet its growth ambitions for the foreseeable future.

The Key Performance Indicators (KPIs) in the year were:

31/12/2025 31/12/2024
Gross Profit % 27.8% 26.4%
EBITDA (continuing operations) £768,472 £1,543,094
Gross Profit per Employee £139,736 £117,608


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Group Strategic Report
for the year ended 31 December 2025

REVIEW OF BUSINESS
2025 was the third full year of operation of the Group which was formed through the combination of Arrows Group (including Build Circle) and Major Players -three leading recruitment and technology consultancy businesses operating in synergistic markets. Major Players is a leading UK recruitment agency for digital, creative, and design talent, while Arrows Group operates in technology consulting (through Build Circle) and recruitment, with offices in the UK, Germany, and the Netherlands.

Trading conditions in the first half of 2025 were difficult. Client hiring decisions remained slow, permanent recruitment activity in particular stayed subdued, and discretionary project spend was deferred across much of the Group's client base. Against that backdrop the Board's priority in the first half was to protect margin and cash while positioning the Group to capture the recovery.

The Board maintained a disciplined approach to cost management through its continued business improvement programme, holding the Group's underlying operating cost base broadly flat year on year notwithstanding wage inflation. This was supported by the offshoring of back office functions to South Africa and India and the continued operation of the Group's lower cost software engineering centre in Sofia, Bulgaria. Within that flat cost base the Board invested selectively in the Group's sales functions, funded by reductions in professional fees, technology, property and other central overheads. In the latter part of 2025, the Group invested in automating its back office, operations and sales and resourcing functions through the use of AI and specialist platforms. The results of these are resulting in improvement of the 2026 performance of the Group.

That selective investment delivered in the second half, with the Group winning a number of significant new clients which materially improved the exit rate into 2026. Strategic investment in Build Circle Limited, the Group's UK-based technology consultancy, also continued, and Build Circle led the way in the second half. Its ability to offer full-service technology consulting, combined with Majar's recruitment expertise, has expanded the Group's customer base and supported project growth. The Board remains pleased with Build Circle's performance and profitability, which helped sustain Group operations through the weaker first half.

The Board are pleased to say that progress continued on the key drivers behind the Group's strategy, namely:

- Drive sales synergies in particular between Arrows Group and Build Circle, as digital transformation projects require both consultancy and resourcing solutions to be successful.
- Achieve cost synergies through shared back-office functions and implementation of technology solutions
- Share and utilise expertise for the benefit of the enlarged group, in particular, Build Circle's technology expertise has been utilised to drive improvements in the recruitment businesses.

The closure of Boosta Limited's operations and Caissa Europe GmbH, reported in the prior year, is now complete.


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Group Strategic Report
for the year ended 31 December 2025

PRINCIPAL RISKS AND UNCERTAINTIES
Market and economy risk
The recruitment and talent management industries are considered cyclical sectors prone to downturns in certain sectors or geographies, as the first half of 2025 demonstrated. The Group's market expertise across a broad range of expertise and geographies achieved through the combination of Major Players and Arrows Group allows for a better balanced portfolio of dependencies which minimises such risk. In addition businesses throughout the UK and Europe continue to digitise their offerings to reach more markets and embrace cost saving and disruptive technologies to deliver better services, which can now be served by the group through its Build Circle brand.

International Operations
With an established operation in Amsterdam and Berlin able to serve all of the EU if required - the Group is adequately protected from the continued impact of Brexit. At present most of the London offices' revenues are delivered to end clients in the UK and all of the Amsterdam's and Berlin's office revenues are derived from continental European clients.

Credit Risk
The Group is exposed to the risk of payment default by its customers. The Group undertakes standard activities to minimise this risk including credit checking, regular reviews of outstanding balances and routine reviews with our clients.

Liquidity Risk
The Group finances its operations through retained earnings and a £6m confidential invoice discounting facility. Cashflow headroom is monitored on a weekly basis and forecast out for a rolling 3 months on a detailed basis and 12 months on a summary basis, allowing Management to plan for investment activities based on the forecast headroom and take corrective action in plenty of time should it be required.

Currency Risk
The Group employs natural hedging wherever possible by matching its revenues to costs in the same currency. Group currently operates in 2 currencies, GBP and Euros and the Group's financing facilities are provided in both these currencies.The Board regularly review the requirement for transfers between its 2 trading entities and if required are prepared to hedge such transfers to protect against currency risk.

GOING CONCERN
The financial statements have been prepared on a going concern basis, supported by detailed cash flow forecasts through to 30 June 2028. The Group's rolling £6m invoice discounting facility provides sufficient headroom for at least the next 12 months. Management has performed scenario testing (reduced gross profit, increased debtor days) and remains confident in the Group's ability to continue as a going concern. In addition, the Group have the ability to scale back costs quickly through its offshore operations should the need arise to reduce costs further in response to deteriorating market conditions.

STRATEGIC OUTLOOK
The Board believes that the continued business improvement programme, the selective investment made in the Group's sales functions during 2025, the investment in AI and automation, the new clients won in the second half and the continued growth of Build Circle position the Group for profitable operations in 2026 and beyond. While market conditions remain volatile, Majar Group's diversified offering, disciplined financial management, and strategic investments provide a robust foundation for future growth.

ON BEHALF OF THE BOARD:





J W Parsons - Director


15 September 2026

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Report of the Directors
for the year ended 31 December 2025


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

R J Gratton
Mrs J Lucy
J W Parsons
Ms R Rolo
B Shanmugam

GOING CONCERN
The financial statements have been prepared on a going concern basis, supported by detailed cash flow forecasts through to 30 June 2028. The Group's rolling £6m invoice discounting facility provides sufficient headroom for at least the next 12 months. Management has performed scenario testing (reduced gross profit, increased debtor days) and remains confident in the Group's ability to continue as a going concern. In addition the Group have the ability to scale back costs quickly through its offshore operations should the need arise to reduce costs further in response to deteriorating market conditions.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 company and the group 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;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Report of the Directors
for the year ended 31 December 2025


AUDITORS
The auditors, Thorne Lancaster Parker, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J W Parsons - Director


15 September 2026

Report of the Independent Auditors to the Members of
Majar Holdco Limited


Opinion
We have audited the financial statements of Majar Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 the 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.

Emphasis of matter
We draw attention to the disclosures made in note 3 in the financial statements and the directors report concerning the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Report of the Independent Auditors to the Members of
Majar Holdco Limited


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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 the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Majar Holdco Limited


Auditors' 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 a Report of the Auditors 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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and Group and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and compliance with the relevant direct and indirect tax regulation in the United Kingdom. In addition, the Company and Group have to comply with laws and regulations relating to its operations, including UK employment laws, health and safety, and GDPR.

- We understood how Majar Holdco Limited is complying with those frameworks by making enquires with management and those charged with governance to understand how the Company and Group maintains and communicates policies and procedures in these areas. We understood any controls put in place by management to reduce the opportunities of fraudulent transactions.

- We assessed the susceptibility of the Company's and Goup's financial statements to material misstatements including how fraud might occur through internal team conversations and inquiry of management and those charged with governance. Through these procedures we determined there to be a risk of management override associated with revenue and a fraud risk around transactions at the year end. We have performed tests of detail, including understanding of the nature of the transactions, verifying that the margin is appropriate, and verifying the clerical accuracy of the revenue recognised. In relation to management override, we selected a sample from the entire population of journals, including manual journals, identifying specific transactions which did not meet our expectations, in order to investigate, understand and agree to source documentation. We selected a sample of revenue transactions recorded before the year end and obtain documentation to verify that revenue adjustments had been recorded in the appropriate period.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved verifying that material transactions are recorded in compliance with FRS102 and where appropriate Companies Act 2006. Compliance with other operational laws and regulations were covered through our inquiry with no indication of non-compliance identified.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Majar Holdco Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Neil R Usher BA(Hons) FCA (Senior Statutory Auditor)
for and on behalf of Thorne Lancaster Parker
Chartered Accountants &
Statutory Auditors
5th Floor
Palladium House
1-4 Argyll Street
London
W1F 7TA

15 September 2026

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Consolidated Income Statement
for the year ended 31 December 2025

31.12.25 31.12.25 31.12.25
Continuing Discontinued Total
Notes £    £    £   

REVENUE 4 33,687,708 - 33,687,708
Cost of sales (24,325,412 ) - (24,325,412 )
GROSS PROFIT 9,362,296 - 9,362,296

Administrative expenses (9,312,370 ) (2,061 ) (9,314,431 )

OPERATING PROFIT/(LOSS) 6 49,926 (2,061 ) 47,865

Interest receivable and similar income 4,528 - 4,528
Interest payable and similar expenses 7 (596,436 ) - (596,436 )
LOSS BEFORE TAXATION (541,982 ) (2,061 ) (544,043 )
Tax on loss 8 35,727 - 35,727
LOSS FOR THE FINANCIAL YEAR (506,255 ) (2,061 ) (508,316 )
Loss attributable to:
Owners of the parent (508,316 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Consolidated Income Statement
for the year ended 31 December 2025

31.12.24 31.12.24 31.12.24
Continuing Discontinued Total
Notes £    £    £   

REVENUE 4 35,475,873 222,734 35,698,607
Cost of sales (26,289,978 ) - (26,289,978 )
GROSS PROFIT 9,185,895 222,734 9,408,629

Administrative expenses (8,392,207 ) (769,852 ) (9,162,059 )
793,688 (547,118 ) 246,570

Other operating income 165,750 - 165,750


OPERATING PROFIT/(LOSS) 6 959,438 (547,118 ) 412,320

Interest receivable and similar income 1,566 - 1,566
Interest payable and similar expenses 7 (649,322 ) (533 ) (649,855 )
PROFIT/(LOSS) BEFORE TAXATION 311,682 (547,651 ) (235,969 )
Tax on profit/(loss) 8 (237,234 ) 77,306 (159,928 )
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

74,448

(470,345

)

(395,897

)
Profit/(loss) attributable to:
Owners of the parent (395,897 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Consolidated Other Comprehensive Income
for the year ended 31 December 2025

31.12.25 31.12.24
Notes £    £   

LOSS FOR THE YEAR (508,316 ) (395,897 )


OTHER COMPREHENSIVE INCOME
Retranslation reserve (26,584 ) 30,588
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(26,584

)

30,588
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(534,900

)

(365,309

)

Total comprehensive income attributable to:
Owners of the parent (534,900 ) (365,309 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Consolidated Balance Sheet
31 December 2025

31.12.25 31.12.24
Notes £    £   
FIXED ASSETS
Intangible assets 11 3,162,036 3,726,142
Property, plant and equipment 12 69,755 68,644
Investments 13 11,600 85,025
3,243,391 3,879,811

CURRENT ASSETS
Debtors 14 5,792,519 6,101,679
Cash at bank 164,164 1,666,500
5,956,683 7,768,179
CREDITORS
Amounts falling due within one year 15 (8,657,280 ) (10,637,808 )
NET CURRENT LIABILITIES (2,700,597 ) (2,869,629 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

542,794

1,010,182

CREDITORS
Amounts falling due after more than one
year

16

(3,406,175

)

(3,338,663

)
NET LIABILITIES (2,863,381 ) (2,328,481 )

CAPITAL AND RESERVES
Called up share capital 20 91,001 91,001
Other reserves 21 4,004 30,588
Retained earnings 21 (2,958,386 ) (2,450,070 )
SHAREHOLDERS' FUNDS (2,863,381 ) (2,328,481 )

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2026 and were signed on its behalf by:





B Shanmugam - Director


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Company Balance Sheet
31 December 2025

31.12.25 31.12.24
Notes £    £   
FIXED ASSETS
Intangible assets 11 - -
Property, plant and equipment 12 - -
Investments 13 6,506,428 3,374,050
6,506,428 3,374,050

CURRENT ASSETS
Debtors 14 1,666,679 163,212

CREDITORS
Amounts falling due within one year 15 (4,588,561 ) (659,520 )
NET CURRENT LIABILITIES (2,921,882 ) (496,308 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,584,546

2,877,742

CREDITORS
Amounts falling due after more than one
year

16

(3,214,286

)

(3,338,663

)
NET ASSETS/(LIABILITIES) 370,260 (460,921 )

CAPITAL AND RESERVES
Called up share capital 20 91,001 91,001
Retained earnings 21 279,259 (551,922 )
SHAREHOLDERS' FUNDS 370,260 (460,921 )

Company's profit/(loss) for the financial year 831,181 (254,208 )

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2026 and were signed on its behalf by:





B Shanmugam - Director


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Consolidated Statement of Changes in Equity
for the year ended 31 December 2025

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 January 2024 91,001 (2,054,173 ) - (1,963,172 )

Changes in equity
Total comprehensive income - (395,897 ) 30,588 (365,309 )
Balance at 31 December 2024 91,001 (2,450,070 ) 30,588 (2,328,481 )

Changes in equity
Total comprehensive income - (508,316 ) (26,584 ) (534,900 )
Balance at 31 December 2025 91,001 (2,958,386 ) 4,004 (2,863,381 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Company Statement of Changes in Equity
for the year ended 31 December 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2024 91,001 (297,714 ) (206,713 )

Changes in equity
Total comprehensive income - (254,208 ) (254,208 )
Balance at 31 December 2024 91,001 (551,922 ) (460,921 )

Changes in equity
Total comprehensive income - 831,181 831,181
Balance at 31 December 2025 91,001 279,259 370,260

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Consolidated Cash Flow Statement
for the year ended 31 December 2025

31.12.25 31.12.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 751,534 1,400,394
Interest paid (596,436 ) (649,855 )
Tax paid (15,273 ) 30,134
Net cash from operating activities 139,825 780,673

Cash flows from investing activities
Purchase of intangible fixed assets (110,393 ) (60,012 )
Purchase of tangible fixed assets (45,355 ) (48,819 )
Sale of intangible fixed assets 196 -
Interest received 4,528 1,566
Net cash from investing activities (151,024 ) (107,265 )

Cash flows from financing activities
New loans in year 250,000 -
Loan repayments in year (134,738 ) (716,714 )
Net cash from financing activities 115,262 (716,714 )

Increase/(decrease) in cash and cash equivalents 104,063 (43,306 )
Cash and cash equivalents at beginning of
year

2

60,101

103,407

Cash and cash equivalents at end of year 2 164,164 60,101

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2025


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25 31.12.24
£    £   
Loss before taxation (544,043 ) (235,969 )
Depreciation charges 718,546 599,838
Loss on disposal of fixed assets 196 20,878
Impairment of fixed asset investment 73,425 -
Finance costs 596,436 649,855
Finance income (4,528 ) (1,566 )
840,032 1,033,036
Decrease/(increase) in trade and other debtors 312,064 (319,875 )
(Decrease)/increase in trade and other creditors (400,562 ) 687,233
Cash generated from operations 751,534 1,400,394

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 164,164 1,666,500
Bank overdrafts - (1,606,399 )
164,164 60,101
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 1,666,500 103,407
Bank overdrafts (1,606,399 ) -
60,101 103,407


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 December 2025


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank and in hand 1,666,500 (1,502,336 ) 164,164
Bank overdrafts (1,606,399 ) 1,606,399 -
60,101 104,063 164,164
Debt
Debts falling due within 1 year - (47,750 ) (47,750 )
Debts falling due after 1 year (3,338,663 ) (67,512 ) (3,406,175 )
(3,338,663 ) (115,262 ) (3,453,925 )
Total (3,278,562 ) (11,199 ) (3,289,761 )

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements
for the year ended 31 December 2025


1. STATUTORY INFORMATION

Majar Holdco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's
accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006
and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:

Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the
Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase
method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations
are included in the Consolidated income statement from the date on which control is obtained. They are
deconsolidated from the date control ceases.

Going concern
The financial statements have been prepared on a going concern basis, supported by detailed cash flow forecasts through to 30 June 2028. The Group's rolling £6m invoice discounting facility provides sufficient headroom for at least the next 12 months. Management has performed scenario testing (reduced gross profit, increased debtor days) and remains confident in the Group's ability to continue as a going concern. In addition the Group have the ability to scale back costs quickly through its offshore operations should the need arise to reduce costs further in response to deteriorating market conditions.

Critical accounting judgements and key sources of estimation uncertainty
Management have not made significant judgments in the preparation of these financial statements apart from the bad debt provisions against trade debtors. This is determined by assessing the risk of changes in client and trading mix and applying this risk level to turnover. Management assess this policy on a quarterly basis.

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


3. ACCOUNTING POLICIES - continued

Turnover
Turnover comprises the fair value of the consideration received or receivable for the provision of services
provided in the ordinary course of the Group’s activities. Turnover is shown net of value added tax and other
sales-related taxes, returns, rebates and discounts and after elimination of sales within the Group.

Contract turnover for the supply of professional services, which is mainly based on the number of hours/days
worked by a contractor, is recognised when the service has been provided. Turnover earned but not invoiced at year end is accrued and included in ‘Accrued income’.

Turnover from permanent placements is recognised at the time the individual starts employment and a
provision is made for possible cancellation of placement shortly after the start date.

Revenue from retained assignments is recognised on completion of certain pre-agreed stages of the service.
Fees received for the service are non-refundable. Where non-refundable set up or commitment fees are
receivable, these are recognised at the commencement of the project.

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the
acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquire
at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the
Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are
measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Software license - straight line over 3 years

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - at varying rates on cost
Fixtures and fittings - 25% on cost and 20% on cost
Computer equipment - 33% on cost

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


3. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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

Pensions
The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group Company. The annual contributions payable are charged to the Group statement of income as they become payable in accordance with the rules of the scheme.

Financed receivables
Trade debtors are subject to a financing agreement where advances received are based on secured against trade debtors.

Where the Company has retained significant benefits and risks relating to the financed debts, separate presentation is adopted whereby the gross debts and a corresponding liability in respect of the advance received are shown separately on the statement of financial position. The interest element of the finance charges is recognised as it accrues and is included in the statement of income with other interest charges.

Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the statement of financial position date. All differences are taken to the income statement

Financial instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

4. REVENUE

The revenue and loss before taxation are attributable to the one principal activity of the group.

An analysis of revenue by geographical market is given below:

31.12.25 31.12.24
£    £   
United Kingdom 31,681,291 35,597,030
Europe 2,006,417 101,577
33,687,708 35,698,607

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


5. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 67 (2024: 80).

31.12.25 31.12.24
£    £   
Directors' remuneration 168,623 156,724

6. OPERATING PROFIT

The operating profit is stated after charging:

31.12.25 31.12.24
£    £   
Depreciation - owned assets 44,243 85,596
Loss on disposal of fixed assets 196 20,878
Goodwill amortisation 608,598 454,276
Computer software amortisation 65,705 62,900
Auditors' remuneration 58,000 32,625
Foreign exchange differences 13,849 13,905

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.25 31.12.24
£    £   
Bank interest 556 2,910
Other loan interest 309,979 330,305
Sales finance charges 264,010 316,640
Other interest 21,891 -
596,436 649,855

8. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
31.12.25 31.12.24
£    £   
Current tax:
Foreign tax (26,522 ) 31,024
Prior year tax adjustment (76,630 ) -
Total current tax (103,152 ) 31,024

Deferred tax 67,425 128,904
Tax on loss (35,727 ) 159,928

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


8. TAXATION - continued

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25 31.12.24
£    £   
Loss before tax (544,043 ) (235,969 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

(136,011

)

(58,992

)

Effects of:
Expenses not deductible for tax purposes 143,565 47,389
Capital allowances in excess of depreciation (7,554 ) -
Depreciation in excess of capital allowances - 11,158
Adjustments to tax charge in respect of previous periods (76,630 ) 445
Deferred tax 67,425 128,904

Foreign tax (26,522 ) 31,024

Total tax (credit)/charge (35,727 ) 159,928

Tax effects relating to effects of other comprehensive income

31.12.25
Gross Tax Net
£    £    £   
Retranslation reserve (26,584 ) - (26,584 )

31.12.24
Gross Tax Net
£    £    £   
Retranslation reserve 30,588 - 30,588

The group has UK tax losses carried forward of £31,816. Included within the financial statements an amount of £7,954 has been recognised within the deferred tax asset in relation to these losses. A further £35,126 of deferred tax asset has been recognised from non-UK subsidiaries.

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. DISCONTINUED ACTIVITIES

Discontinued activities relate to entities which ceased to trade in December 2025
.

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


11. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1 January 2025 4,562,546 167,985 4,730,531
Additions 10,000 100,393 110,393
Disposals (147,702 ) (21,921 ) (169,623 )
At 31 December 2025 4,424,844 246,457 4,671,301
AMORTISATION
At 1 January 2025 908,553 95,836 1,004,389
Amortisation for year 608,598 65,705 674,303
Eliminated on disposal (147,702 ) (21,725 ) (169,427 )
At 31 December 2025 1,369,449 139,816 1,509,265
NET BOOK VALUE
At 31 December 2025 3,055,395 106,641 3,162,036
At 31 December 2024 3,653,993 72,149 3,726,142

12. PROPERTY, PLANT AND EQUIPMENT

Group
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£    £    £    £   
COST
At 1 January 2025 159,955 6,409 45,709 212,073
Additions 20,261 - 25,094 45,355
Disposals (1,577 ) (6,409 ) (42,553 ) (50,539 )
At 31 December 2025 178,639 - 28,250 206,889
DEPRECIATION
At 1 January 2025 114,186 6,409 22,834 143,429
Charge for year 24,525 - 19,718 44,243
Eliminated on disposal (1,577 ) (6,409 ) (42,552 ) (50,538 )
At 31 December 2025 137,134 - - 137,134
NET BOOK VALUE
At 31 December 2025 41,505 - 28,250 69,755
At 31 December 2024 45,769 - 22,875 68,644

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


13. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£   
COST
At 1 January 2025 85,025
Impairments (73,425 )
At 31 December 2025 11,600
NET BOOK VALUE
At 31 December 2025 11,600
At 31 December 2024 85,025
Company
Shares in
group Unlisted
undertakings investments Totals
£    £    £   
COST OR VALUATION
At 1 January 2025 3,289,025 85,025 3,374,050
Revaluations 3,205,803 - 3,205,803
Impairments - (73,425 ) (73,425 )
At 31 December 2025 6,494,828 11,600 6,506,428
NET BOOK VALUE
At 31 December 2025 6,494,828 11,600 6,506,428
At 31 December 2024 3,289,025 85,025 3,374,050

Cost or valuation at 31 December 2025 is represented by:

Shares in
group Unlisted
undertakings investments Totals
£    £    £   
Valuation in 2025 3,205,803 (73,425 ) 3,132,378
Cost 3,289,025 85,025 3,374,050
6,494,828 11,600 6,506,428


MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


13. FIXED ASSET INVESTMENTS - continued


Direct subsidiary undertakings

The following were direct subsidiary undertakings of the Company:



Name

Registered office
Class of
shares

Holding
Arrows Group Global Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Arrows Group Professional Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Arrows Group BV Herengracht 545,
1017BW,Amsterdam
Ordinary 100%
Arrows Group GmbH Theresienhöhe 28,
80339München
Ordinary 100%
Arrows Global Services India Private Limited 47 Delhi Jaipur Rd,
UdyogVilhar Phase IV,
Gurgaon122015
Ordinary 100%
Ruvo Connect Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Build Circle Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Caissa Europe GmbH (100% subsidiary of Caissa
Ltd)
Friedrichstr. 68,10117
Berlin,Germany
Ordinary 100%
Charmwish Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%
Major Players Limited 81 Rivington Street, London,
EC2A 3AY
Ordinary 100%

Caissa Limited
81 Rivington Street, London,
EC2A 3AY

Ordinary

100%

The following subsidiaries are exempt from the requirements of the UK Companies Act 2006 relating to the audit of individual accounts by virtue of s479A of the Act.
- Ruvo Connect Limited
- Caissa Limited

Other fixed asset investments
Name Registered office Class of
share
Holding
Unibeez Ltd The Station House, 15Station
Road, St
Ives,Cambridgeshire,
UnitedKingdom, PE27 5BH
Ordinary 2.09%
Elective Technology Ltd 2 Infirmary Street,
Leeds,England, LS1 2JP
Ordinary 3.65%

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Trade debtors 5,406,944 5,506,645 - -
Amounts owed by group undertakings - - 1,625,622 153,479
Other debtors 212,567 153,450 2,083 9,733
Deferred tax asset 43,080 98,750 - -
Prepayments and accrued income 129,928 342,834 38,974 -
5,792,519 6,101,679 1,666,679 163,212

Deferred tax asset
Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Deferred tax 43,080 98,750 - -

Trade debtors have been pledged as security against amounts due in respect of financed trade receivables.

Group debtors are unsecured, interest free and repayable on demand.

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Bank loans and overdrafts (see note 17) - 1,606,399 - -
Other loans (see note 17) 47,750 - - -
Trade creditors 3,918,354 2,927,747 51,027 40,010
Amounts owed to group undertakings - - 4,307,833 205,421
Tax (15,145 ) 6,172 - -
Social security and other taxes 900,774 801,921 - -
Other creditors 152,047 163,986 - -
Invoice financing 2,747,659 3,968,690 - -
Accruals and deferred income 905,841 1,162,893 229,701 414,089
8,657,280 10,637,808 4,588,561 659,520

Invoice discounting facilities are secured against the underlying trade receivables.

The bank loan was secured over the assets of the Company.

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Other loans (see note 17) 3,406,175 3,338,663 3,214,286 3,338,663

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


17. LOANS

An analysis of the maturity of loans is given below:

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Amounts falling due within one year or on demand:
Bank overdrafts - 1,606,399 - -
Other loans 47,750 - - -
47,750 1,606,399 - -
Amounts falling due between one and two years:
Other loans - 1-2 years 3,266,957 - 3,214,286 -
Amounts falling due between two and five years:
Other loans - 2-5 years 139,218 3,338,663 - 3,338,663

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
31.12.25 31.12.24
£    £   
Within one year 267,796 305,204
Between one and five years - 267,796
267,796 573,000

19. SECURED DEBTS

Included within creditors due in more than one year are secured loan notes with J Gratton and J Parsons totalling £3,214,286. Interest is charged at a fixed rate of 8%. The loan notes are due for repayment in 2027.

Included within creditors is a loan amounting to £239,639. Interest is charged at a fixed rate of 9.85% and is repayable over 60 months.

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.25 31.12.24
value: £    £   
80,727 Ordinary £1 80,727 80,727
10,274 Ordinary A £1 10,274 10,274
91,001 91,001

MAJAR HOLDCO LIMITED (REGISTERED NUMBER: 14486945)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2025


20. CALLED UP SHARE CAPITAL - continued

The A Ordinary shares do not confer the right to receive notice or attend, speak or vote at any general meeting of the company. The Ordinary and A Ordinary shares rank pari passu in all other respects.

21. RESERVES

Group
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2025 (2,450,070 ) 30,588 (2,419,482 )
Deficit for the year (508,316 ) (508,316 )
Retranslation reserve - (26,584 ) (26,584 )
At 31 December 2025 (2,958,386 ) 4,004 (2,954,382 )

Company
Retained
earnings
£   

At 1 January 2025 (551,922 )
Profit for the year 831,181
At 31 December 2025 279,259


22. PENSION COMMITMENTS

The pension cost charge represents contributions payable to the defined contributions scheme operated by the Group. The charge amounted to £155,112 and there was £21,824 outstanding at the period end.

23. RELATED PARTY DISCLOSURES

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

24. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.