REGISTERED NUMBER: 12122090 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 September 2025

for

Tapa Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

K Coyle

Mrs N Coyle

SECRETARY:

C Coyle

REGISTERED OFFICE:

429-433, 4th Floor

Harrow Business Centre

Pinner Road

Harrow

England

HA1 4HN

REGISTERED NUMBER:

12122090 (England and Wales)

AUDITORS:

Bryden Johnson Limited

Chartered Accountants and Statutory Auditor

Kings Parade

Lower Coombe Street

Croydon

Surrey

CR0 1AA

The Board present the Strategic Report for the Year Ended 30 September 2025.

This strategic report has been prepared for the group as a whole and therefore gives greater emphasis to those matters which are significant to Tapa Holdings Limited and its subsidiary undertakings when viewed as a whole.

REVIEW OF BUSINESS

For the year ended 30 September 2025, Tapa Holdings Limited (the Company) continued the rationalisation of its portfolio to focus resources on its key brands and markets. As part of this process, the Company disposed of key entities in order to consolidate them under Greencastle Holdings Limited, better reflecting the Board's objective of operating the trading entities within a single holdings group.

As a result of the disposal of trading entities during the year, the holding company generated positive reserves. This has strengthened the Company's balance sheet and ensures that it continues to maintain sufficient reserves to support any future or ongoing requirements of the Board.

The Board monitors the group's performance through the use of a variety of measurements, both financial and non-financial in order to maintain effective control over the business. The most important of these are known as key performance indicators (KPIs). The main financial KPIs that the company monitors are turnover, gross profit and gross margin % and these are set out below.

2025

2024

2023

Turnover

£ 35,090,416

£ 44,144,397

£ 62,081,845

Turnover movement

(£ 9,053,981)

(£ 17,937,448)

£ 1,707,288

Gross profit margin

29.96%

29.53%

29.61%

Net profit margin before tax

61.59%

-31.19%

12.66%

The turnover of the Group decreased by 20.51% year on year, amounting to £35,090,416 (2024: decreased by 28.9% to £44,144,397).

PRINCIPAL RISKS AND UNCERTAINTIES

The Board closely monitors the Group's subsidiaries to support prudent risk management and financial stability, while balancing disciplined investment with opportunities for sustainable growth.

As a provider of workforce solutions, the Group is exposed to changes in government policy and wider macroeconomic conditions outside its direct control. Prior to the restructure, the Group maintained a diversified portfolio and remained sufficiently agile to respond to changing circumstances. This agility, supported by a flexible cost base and the ability to adjust headcount and overheads quickly, enhances resilience and positions the Group to take advantage of growth opportunities.

Operational and Compliance Risk

The Group places significant emphasis on maintaining its strong reputation through rigorous compliance standards. Retention of a highly trained candidate pool and continuous investment in compliance training, ISO certification, and CQC regulations underpin our credibility with clients. These measures ensure that service quality, trust, and operational integrity remain at the highest levels. Continued investment in technology improvements and internal process enhancements, linked to research and development activities during the year, has contributed to greater efficiency and helped address operational risks. These targeted measures ensure that service quality and operational integrity consistently remain at the highest levels.

Financial Risk

Credit Risk: The Group's principal financial assets are trade and intercompany debtors. Exposure is widely spread across a large number of customers, with no significant concentration risk. Weekly reporting on aged debt and ledger profiles is supported by a strong credit control function, resulting in minimal bad debts.

Liquidity Risk: The Group secures funding continuity through invoice discounting facilities.

ON BEHALF OF THE BOARD:

K Coyle - Director

17 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the provision of recruitment services.

DIVIDENDS

The directors do not recommend payment of a final dividend. Interim dividends were paid during the year as follows:

Share

Total dividend

Dividend per share

£

Ordinary shares

-

£nil

Non - redeemable preference shares

1,039,634

£0.06p

Total

1,039,634

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 October 2024 to the date of this report are as follows:

C Coyle - resigned 30 September 2025

Ms A Coyle - resigned 30 September 2025

P Groves - resigned 30 September 2025

K Coyle - appointed 30 September 2025

Mrs N Coyle - appointed 30 September 2025

FINANCIAL INSTRUMENTS

The group uses various financial instruments in the course of carrying out their business. These include bank overdrafts and invoice discounting to facilitate cash flow. Operating lease contracts are also used to ensure that equipment is well maintained and kept up to date.

MEDIUM SIZED GROUP EXEMPTION

This report has been prepared in accordance with the provisions applicable to groups entitled to the medium sized groups exemption.

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). 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.

AUDITORS

The auditors, Bryden Johnson Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

K Coyle - Director

17 August 2026

Opinion

We have audited the financial statements of Tapa Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 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 30 September 2025 and of the group's profit 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.

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.

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 four, 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.

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:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK taxation, and we 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 financial statements such as the Companies Act 2006 and UK employment legislation. 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 management override of controls. Audit procedures performed by the engagement team included:

Identifying and responding to risks of material misstatement due to fraud

- Enquiry of management and those charged with governance around actual and potential litigation and claims;

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness and testing accounting estimates (because of the risk of management bias);

- Considering remuneration incentive schemes and performance targets;

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness and testing accounting estimates (because of the risk of management bias), and

- Using analytical procedures to identify any unusual or unexpected relationships.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Auditing compliance with financial reporting legislation regarding the presentation, disclosure and recoverability of related party transactions and balances, via review of group and associated companies' accounts and management information, and

- We communicated identified laws and regulations throughout our audit team and remained alert to any indications of noncompliance throughout the audit.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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 misrepresentation, or through collusion.

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.

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.

Jackie Wilding (Senior Statutory Auditor)

for and on behalf of Bryden Johnson Limited

Chartered Accountants and Statutory Auditor

Kings Parade

Lower Coombe Street

Croydon

Surrey

CR0 1AA

17 August 2026

TURNOVER

4

35,090,416

44,144,397

Cost of sales

24,579,957

31,107,411

GROSS PROFIT

10,510,459

13,036,986

Administrative expenses

(10,870,982

)

27,031,986

21,381,441

(13,995,000

)

Other operating income

5

157,476

290,959

OPERATING PROFIT/(LOSS)

8

21,538,917

(13,704,041

)

Interest receivable and similar income

73,577

79,692

21,612,494

(13,624,349

)

Interest payable and similar expenses

9

-

145,881

PROFIT/(LOSS) BEFORE TAXATION

21,612,494

(13,770,230

)

Tax on profit/(loss)

10

887,531

1,221,113

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

20,724,963

(14,991,343

)

Profit/(loss) attributable to:

Owners of the parent

19,701,856

(14,369,959

)

Non-controlling interests

1,023,107

(621,384

)

20,724,963

(14,991,343

)

PROFIT/(LOSS) FOR THE YEAR

20,724,963

(14,991,343

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

20,724,963

(14,991,343

)

Total comprehensive income attributable to:

Owners of the parent

19,701,856

(14,369,959

)

Non-controlling interests

1,023,107

(621,384

)

20,724,963

(14,991,343

)

FIXED ASSETS

Intangible assets

13

-

2,589,431

Tangible assets

14

-

32,404

Investments

15

-

-

-

2,621,835

CURRENT ASSETS

Debtors

16

16,990,595

8,557,680

Prepayments and accrued income

78

321,855

Cash at bank

9,589,484

2,876,759

26,580,157

11,756,294

CREDITORS

Amounts falling due within one year

18

4,292,719

9,291,246

NET CURRENT ASSETS

22,287,438

2,465,048

TOTAL ASSETS LESS CURRENT LIABILITIES

22,287,438

5,086,883

CAPITAL AND RESERVES

Called up share capital

20

17,063,811

17,063,811

Retained earnings

21

5,219,654

(13,442,568

)

SHAREHOLDERS' FUNDS

26

22,283,465

3,621,243

NON-CONTROLLING INTERESTS

22

3,973

1,465,640

TOTAL EQUITY

22,287,438

5,086,883

The financial statements were approved by the Board of Directors and authorised for issue on 17 August 2026 and were signed on its behalf by:

K Coyle - Director

FIXED ASSETS

Intangible assets

13

-

-

Tangible assets

14

-

-

Investments

15

2

6,925,633

2

6,925,633

CURRENT ASSETS

Debtors

16

16,984,395

3,280,434

Investments

17

-

86

Prepayments and accrued income

78

78

Cash at bank

9,586,492

262,583

26,570,965

3,543,181

CREDITORS

Amounts falling due within one year

18

4,291,720

4,821,289

NET CURRENT ASSETS/(LIABILITIES)

22,279,245

(1,278,108

)

TOTAL ASSETS LESS CURRENT LIABILITIES

22,279,247

5,647,525

CAPITAL AND RESERVES

Called up share capital

20

17,063,811

17,063,811

Retained earnings

21

5,215,436

(11,416,286

)

SHAREHOLDERS' FUNDS

26

22,279,247

5,647,525

Company's profit/(loss) for the financial year

17,671,356

(17,521,706

)

The financial statements were approved by the Board of Directors and authorised for issue on 17 August 2026 and were signed on its behalf by:

K Coyle - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 October 2023

17,063,811

4,349,392

21,413,203

2,087,024

23,500,227

Changes in equity

Deficit for the year

-

(14,369,959

)

(14,369,959

)

(621,384

)

(14,991,343

)

Total comprehensive income

-

(14,369,959

)

(14,369,959

)

(621,384

)

(14,991,343

)

Dividends

-

(3,422,001

)

(3,422,001

)

-

(3,422,001

)

Balance at 30 September 2024

17,063,811

(13,442,568

)

3,621,243

1,465,640

5,086,883

Changes in equity

Profit for the year

-

19,701,856

19,701,856

1,023,107

20,724,963

Total comprehensive income

-

19,701,856

19,701,856

1,023,107

20,724,963

Dividends

-

(1,039,634

)

(1,039,634

)

-

(1,039,634

)

17,063,811

5,219,654

22,283,465

2,488,747

24,772,212

Minority interests dividends

-

-

-

(1,224,952

)

(1,224,952

)

Minority interests share of profit on disposals

-

-

-

(1,259,824

)

(1,259,824

)

Total changes in ownership interests in subsidiaries that do not result in a loss of control

-

-

-

(2,484,776

)

(2,484,776

)

Balance at 30 September 2025

17,063,811

5,219,654

22,283,465

3,971

22,287,436

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2023

17,063,811

7,132,054

24,195,865

Changes in equity

Dividends

-

(1,026,634

)

(1,026,634

)

Total comprehensive income

-

(17,521,706

)

(17,521,706

)

Balance at 30 September 2024

17,063,811

(11,416,286

)

5,647,525

Changes in equity

Dividends

-

(1,039,634

)

(1,039,634

)

Total comprehensive income

-

17,671,356

17,671,356

Balance at 30 September 2025

17,063,811

5,215,436

22,279,247

Cash flows from operating activities

Cash generated from operations

1

3,891,440

6,876,702

Finance costs paid

-

(145,881

)

Tax paid

(1,319,884

)

(1,872,338

)

Net cash from operating activities

2,571,556

4,858,483

Cash flows from investing activities

Purchase of tangible fixed assets

-

(38,126

)

Sale of fixed asset investments

5,427,970

(46,532

)

Interest received

73,577

79,692

Net cash from investing activities

5,501,547

(4,966

)

Cash flows from financing activities

Redemption of preference shares

-

(1,692,677

)

Equity dividends paid

(1,360,378

)

(3,422,001

)

Net cash from financing activities

(1,360,378

)

(5,114,678

)

Increase/(decrease) in cash and cash equivalents

6,712,725

(261,161

)

Cash and cash equivalents at beginning of year

2

2,876,759

3,137,920

Cash and cash equivalents at end of year

2

9,589,484

2,876,759

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.9.25

30.9.24

£

£

Profit/(loss) before taxation

21,612,494

(13,770,230

)

Depreciation charges

32,404

5,722

(Profit)/loss on disposal of fixed assets

(18,050,158

)

17,791,644

Impairment of goodwill

-

1,129,533

Finance costs

-

145,881

Finance income

(73,577

)

(79,692

)

3,521,163

5,222,858

Decrease in trade and other debtors

5,671,827

2,029,930

Decrease in trade and other creditors

(5,301,550

)

(376,086

)

Cash generated from operations

3,891,440

6,876,702

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 30 September 2025

30.9.25

1.10.24

£

£

Cash and cash equivalents

9,589,484

2,876,759

Year ended 30 September 2024

30.9.24

1.10.23

£

£

Cash and cash equivalents

2,876,759

3,137,920

3.	ANALYSIS OF CHANGES IN NET FUNDS

Disposal of

subsidiary

At 1.10.24

Cash flow

companies

At 30.9.25

£

£

£

£

Net cash

Cash at bank

2,876,759

1,284,755

5,427,970

9,589,484

2,876,759

1,284,755

5,427,970

9,589,484

Total

2,876,759

1,284,755

5,427,970

9,589,484

1.	STATUTORY INFORMATION

Tapa Holdings 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.

The presentation currency of the financial statements is the Pound Sterling (£).

Monetary amounts in these financial statements are rounded to the nearest £.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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. The financial statements have been prepared under the historical cost convention.

Going concern

The group has the ongoing support of its holding company and other related companies. The directors believe that the group is able to meet its working capital requirements for a period of at least one year from the approval of these accounts. They therefore consider the group to be a going concern and have prepared accounts on this basis.

Basis of consolidation

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

The consolidated financial statements incorporate the results of the business combinations using the purchase method. In the Balance Sheet, 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 Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

All financial statements are made up to 30 September 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.