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Registration number: 00490212

Impellam Holdings Limited

Annual Report

for the 52 weeks ended 2 January 2026

 

Impellam Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 3

Section 172(1) statement

2

Directors' Report

4 to 6

Statement of Directors' Responsibilities

7

Independent Auditor's Report

8 to 11

Profit and Loss Account

12

Statement of Comprehensive Income

13

Balance Sheet

14

Statement of Changes in Equity

15

Notes to the Financial Statements

16 to 30

 

Impellam Holdings Limited

Company Information

Directors

S I Moore

S R Blockley

I Ozolina

Registered office

First Floor, Mulberry House
Parkland Square
750 Capability Green
Luton
Bedfordshire
LU1 3LU

Company number

00490212

Auditors

BDO LLP
55 Baker Street
London
W1U 7EU

 

Impellam Holdings Limited

Strategic Report for the 52 weeks ended 2 January 2026

The directors present their strategic report for the 52 weeks ended 2 January 2026.

Fair review of the business

The Company acts as the main paying agent for purchase ledger payments for the majority of the UK companies within Impellam Group Limited and as an intermediate holding company. These costs are charged through inter-company so there is no trading exposure in this Company other than foreign exchange on various balances held in local currencies. The directors are satisfied with the performance of the Company for the year.

The operating profit for the year resulted from £0.1m of bad debt release and £12.1m of positive exchange rate movements, notably against the US dollar compared to a gain of £4.8m in the prior period. The Company also released net impairments over investments totalling £33.8m (3 January 2025: impairment of £45.3m). The Company received dividends totalling £168.9m from subsidiaries over the period (3 January 2025: £17.8m) but has paid £8.1m in interest to Group companies (3 January 2025: £7.1m).

Principal risks and uncertainties

The principal risks over financial instruments for the Company are foreign currency risk, interest rate risk and liquidity risk. The board reviews and agrees policies for managing each of these risks as summarised below:

Foreign currency risk
The Company is exposed to fluctuations in the exchange rates, mainly between sterling and US dollar over intra-group balances. The directors accept that there is then a risk and this is reviewed regularly to see whether action is required to accelerate repayment of the balances, thus mitigating the exposure.

Interest rate risk
The Company's exposure to interest rate risk arises on interest charged on intra-group balances. The Company manages these risks by looking to have the balance paid down so that the principal exposure is limited. The company does not currently hedge this risk.

Liquidity risk
The Company relies on the Group to manage liquidity risk. The Group has a central treasury function in place with regular forecasting, reporting and review procedures.

Section 172(1) statement

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision-making. We believe we have a history of collaborative, informative stakeholder engagement and decision-making based on long-term success, and we maintain governance structures and processes that support good decision-making. This statement is also available at https://www.impellam.com/section-172.

This section articulates how the Directors have acted to promote the success of the Company for the benefit of its stakeholders. In meeting this responsibility, the Directors have had regard, amongst other matters, to:
a) the likely consequences of any decisions in the long term;
b) the interests of the Company’s colleagues;
c) the need to foster the Company’s business relationships with suppliers, customers and others;
d) the impact of the Company’s operations on the community and environment;
e) the Company’s reputation for high standards of business conduct; and
f) the need to act fairly as between members of the Company.

 

Impellam Holdings Limited

Strategic Report for the 52 weeks ended 2 January 2026 (continued)

Other than the 3 directors, the Company has no employees, however, as a subsidiary holding Company the Directors consider the impact of the Company’s activities on its shareholder, its subsidiaries, the wider Impellam Group, suppliers that are paid by the Company and other stakeholders. The Company’s stakeholders are consulted routinely on a wide range of matters including funding decisions, investment strategy, governance of its subsidiaries and compliance with Group policies with the aim of maximising investment returns for the benefit of its shareholder and ensuring that its subsidiaries maintain high standards of business conduct and governance.

The Company engages with its shareholder and subsidiaries on an ad hoc basis on requests for additional capital distributions or funding. The Directors assess such requests in light of the Company’s minimum capital requirements to maintain profitability in the long term.

The performance of the Company’s investments is monitored periodically in light of the Impellam Group’s corporate and social responsibility strategy.

The Directors continued to provide governance oversight of the subsidiaries of the Company to ensure that they comply with the Group’s policies and maintain high standards of business conduct. The subsidiaries provide regular updates on their activities.

Key decisions

Receiving dividends
During the year the Company decided to liaise with its subsidiaries with a view of realising dividends from its subsidiaries where they were available. Any dividends received were then considered for further payment to the parent of the Company.

Stakeholder considerations:
Investors
By receiving these dividends from subsidiaries there have been more reserves available for distribution to the investors. Consideration was given to any particular requirements of the investors and care was taken to ensure that sufficient distributable reserves were held in the Company to protect against likely future losses.

Subsidiaries
The available reserves have been considered and the working capital requirements of the relevant companies were considered to ensure that the payment of the dividends would have no negative impact on the trading or financial performance of the subsidiary.

Outcome
The dividends were approved and paid to and from the Company.

Approved by the Board on 6 October 2026 and signed on its behalf by:

.........................................
I Ozolina
Director

   
     
 

Impellam Holdings Limited

Directors' Report for the 52 weeks ended 2 January 2026

The directors present their Annual Report and the financial statements for the 52 weeks ended 2 January 2026.

Directors of the Company

The directors, who held office during the period, were as follows:

S I Moore

J Weston (appointed 5 February 2025 and resigned 11 September 2026)

J Robertson (resigned 5 February 2025)

T Briant (resigned 31 March 2026)

The following directors were appointed after the period end:

S R Blockley (appointed 31 March 2026)

I Ozolina (appointed 11 September 2026)

Principal activity

The principal activity of the Company is that of paying agent for the purchase ledger payments for certain entities within the Impellam Group and an investment holding company.

Dividends

The Company is recommending a final dividend in respect of 2025 of £0.50 per share totalling £50,000,000 to be paid on the date of signing of the accounts (2024: £nil).

Financial instruments

Objectives and policies

The Company's principal financial instruments comprise cash and access to the Group Receivables Purchase Agreement. The main purpose of these financial instruments is to raise finance for the Company's operations. The Company has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. The Company does not enter into derivative transactions.

Political donations

The Company made no political donations during either the current or prior periods.

Employment of disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The Company recognises that it is essential to maintain a highly skilled workforce. To this end the policy of training and development is incorporated in the Company plan. It is the policy to promote from within the organisation wherever the possibility exists.

Health and safety measures are given particular attention by the directors and a written policy exists and is known throughout the company.

The Company recognises the need for employees to be informed of the Company's activities and performance. A corporate intranet for all employees provides a wide range of information and provides an increasingly important communication tool for policies and procedures as well as the sharing of information, document storage and specific news. Meetings are held between management and employees to allow sharing of information and consultation. Employees participate directly in the performance of the business through the Company's bonus arrangements.

 

Impellam Holdings Limited

Directors' Report for the 52 weeks ended 2 January 2026 (continued)

Environmental matters

Although the Company is a service-based organisation with no manufacturing facilities and limited transportation requirements, we are still committed to following environmental best practices in the day-to-day conduct of our business. This includes the use of sustainable and/or recyclable materials when available. A regular review of the potential impacts on the various businesses is undertaken and parts of the Company have achieved accreditation to ISO 14001 in relation to their environment management systems.

A Streamlined Energy and Carbon report has not been included within the report as it is included within the group report of HeadFirst Global Plc.

Social and community issues

We strongly oppose modern slavery in all its forms and will try to prevent it by any means that we can. We expect anyone who has any suspicions of modern slavery in our business or our supply chain to raise their concerns without delay. In light of the Modern Slavery Act 2015 we annually review internal and external measures to ensure we are doing what we can to prevent slavery and human trafficking in our businesses and in our supply chains. Our policy is available on the website of Impellam Group Limited at www.impellam.com.

We have a commitment to carrying out business fairly, honestly and openly. We also have zero tolerance towards bribery. Our Bribery Policy is in place to provide relevant guidance and information to all our people in compliance with the law relating to bribery and corruption, in particular the Bribery Act 2010 (‘the Act’). We are determined to maintain our reputation as a business that will not tolerate fraudulent or corrupt dealings – whether they are attempted against us from outside, from within our own workforce, or towards our clients or suppliers.

Going concern

As the financing of the Company is intrinsically tied to that of the wider HeadFirst Group, the going concern assessment has been done on a Group level rather than the Company level.

In assessing going concern, the Directors considered the financial position, liquidity and funding requirements of the Company and Group and its two separately financed sub-groups, Impellam Group Limited (Impellam) and HeadFirst Global B.V. (HeadFirst).

Impellam is forecast to remain within its available facilities and covenant requirements throughout the assessment period. However, HeadFirst is forecast to breach the covenants on its term loan facility in March 2027 and has limited covenant headroom prior to that date. In addition, the Group's non-convertible loan notes of £213.3m mature in March 2027 and the Group does not currently have sufficient committed facilities to meet these obligations.

To address these matters, management has commenced a structured Group-wide refinancing programme, supported by external financial advisers, and is actively progressing discussions with financing providers regarding the Company's and Group's future financing arrangements. However, refinancing agreements have not yet been concluded.

The Directors have concluded that it remains appropriate to prepare the Company's financial statements on a going concern basis. This conclusion reflects that the Company continues to trade profitably and generate operating cash flows; sufficient liquidity is forecast to be available during the assessment period provided refinancing initiatives are successfully implemented; the refinancing programme commenced well in advance of the relevant maturities and is supported by external advisers; discussions with financing providers are progressing; and management continues to implement operational initiatives to support profitability and liquidity improvements. However, the successful completion of the refinancing process is not wholly within the Company's control. The Directors nevertheless consider these actions to be achievable based on progress to date. Accordingly, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.

Directors' liabilities

During the period and to the date of these financial statements, the Company had in force an indemnity provision in favour of one or more Directors of the Company against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006.

 

Impellam Holdings Limited

Directors' Report for the 52 weeks ended 2 January 2026 (continued)

Disclosure of information to the auditors

Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors BDO LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board on 6 October 2026 and signed on its behalf by:

.........................................
I Ozolina
Director

   
     
 

Impellam Holdings Limited

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

•

select suitable accounting policies and apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and

•

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are 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. They are 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.

 

Impellam Holdings Limited

Independent Auditor's Report to the Members of Impellam Holdings Limited

Report on the audit of the financial statements

Opinion

In our opinion the financial statements:

•

give a true and fair view of the state of the Company's affairs as at 2 January 2026 and of its profit for the period then ended;

•

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•

have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Impellam Holdings Limited (the 'Company') for the 52 week period ended 2 January 2026, which comprise of the following:

•

Profit and loss account

•

Statement of comprehensive income

•

Balance sheet

•

Statement of changes in equity

•

Notes 1 to 18 to the financial statements including material accounting policy information

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence
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.

Material uncertainty related to going concern

We draw attention to note 2 to the financial statements, which describes the matters relating to the Company’s ability to continue as a going concern.

As stated in note 2, the Company is part of the HeadFirst Global Plc group (“Group”). The Group is forecast to breach the covenants on its term loan facility in March 2027 and has limited covenant headroom prior to that date. In addition, the Group's non-convertible loan notes of £213.3 million mature in March 2027, and the Group does not currently have sufficient committed financing facilities to address these obligations.

Management has commenced a structured refinancing programme and is progressing discussions with financing providers regarding the Group's future financing arrangements. However, the refinancing process has not been concluded and remains subject to agreement with financing providers.

These events and conditions, together with the other matters described in note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would be necessary if the Company was unable to continue as a going concern.

Our opinion is not modified in respect of this matter.

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.

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

 

Impellam Holdings Limited

Independent Auditor's Report to the Members of Impellam Holdings Limited (continued)

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report 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.

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.

Other Companies Act 2006 reporting

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

•

the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

•

the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

•

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•

the 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, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the 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 Company or to cease operations, or have 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.

 

Impellam Holdings Limited

Independent Auditor's Report to the Members of Impellam Holdings Limited (continued)

Extent to which the audit was capable of detecting irregularities, including fraud

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:

Non-compliance with laws and regulations

Based on:

•

Our understanding of the Company and the industry in which it operates;

•

Discussion with management and those charged with governance; and

•

Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations.

We considered the significant laws and regulations to be the applicable accounting framework (UK GAAP and the Companies Act 2006), labour regulations and UK tax legislation.

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigation. We identified such laws and regulations to be data protection laws, anti-money laundering regulations, UK employment and taxation legislation.

Our procedures in respect of the above included:

•

Enquiries of management whether there were any litigation and claims;

•

Enquiries of the legal team of the Company;

•

Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;

•

Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;

•

Review of financial statement disclosures and agreeing to supporting documentation; and

•

Involvement of tax specialists in the audit.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

•

Enquiries with management and those charged with governance regarding any known or suspected instances of fraud;

•

Obtaining an understanding of the Company’s policies and procedures relating to:

o Detecting and responding to the risks of fraud; and

o Internal controls established to mitigate risks related to fraud.

•

Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

•

Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and

•

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

Based on our risk assessment, we considered the area most susceptible to fraud to be management override of controls.

Our procedures in respect of the above included:

•

Testing journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation; and

 

Impellam Holdings Limited

Independent Auditor's Report to the Members of Impellam Holdings Limited (continued)

•

Assessing significant estimates made by management for bias including the forecasts utilised for investment impairment assessment.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

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

Use of our report

This report is made solely to the 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.

......................................
Mark Cardiff (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor

London, UK

6 October 2026

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

 

Impellam Holdings Limited

Profit and Loss Account for the 52 weeks ended 2 January 2026

Note

52 weeks
2 January
2026
£ 000

52 weeks
3 January
2025
£ 000

Turnover

-

-

Administrative income/(expenses)

 

12,264

(4,838)

Operating profit/(loss)

4

12,264

(4,838)

Income from shares in group undertakings

 

168,866

17,791

Interest receivable and similar income

5

-

5

Interest payable and similar expenses

6

(8,113)

(7,102)

Impairment of subsidiaries

10

-

(48,197)

Reversal of impairment

10

33,804

2,897

Profit/(loss) before tax

 

206,821

(39,444)

Tax on profit/(loss)

9

(1,006)

3,199

Profit/(loss) for the period

 

205,815

(36,245)

The above results were derived from continuing operations.

 

Impellam Holdings Limited

Statement of Comprehensive Income for the 52 weeks ended 2 January 2026

52 weeks
2 January
2026
£ 000

52 weeks
3 January
2025
£ 000

Profit/(loss) for the period

205,815

(36,245)

Total comprehensive income/(loss) for the period

205,815

(36,245)

 

Impellam Holdings Limited

(Registration number: 00490212)
Balance Sheet as at 2 January 2026

Note

2 January
2026
£ 000

(As restated)
3 January
2025
£ 000

Non-current assets

 

Investments

10

188,320

154,511

Receivables from related parties due after more than one year

11

75,224

140,314

 

263,544

294,825

Current assets

 

Debtors

11

3,876

26,963

Cash at bank and in hand

12

289

232

 

4,165

27,195

Creditors: Amounts falling due within one year

13

(12,000)

(272,126)

Net current liabilities

 

(7,835)

(244,931)

Net assets

 

255,709

49,894

Capital and reserves

 

Called up share capital

14

1,000

57,385

Profit and loss account

15

254,709

(7,491)

Shareholder's funds

 

255,709

49,894

These financial statements were approved by the board on 6 October 2026 and signed on its behalf by:

.........................................
I Ozolina
Director

 

Impellam Holdings Limited

Statement of Changes in Equity for the 52 weeks ended 2 January 2026

Share capital
£ 000

Retained earnings
£ 000

Total
£ 000

At 4 January 2025

57,385

(7,491)

49,894

Profit for the period

-

205,815

205,815

Total comprehensive income

-

205,815

205,815

Other ordinary share capital movements

(56,385)

56,385

-

At 2 January 2026

1,000

254,709

255,709

Share capital
£ 000

Retained earnings
£ 000

Total
£ 000

At 6 January 2024

57,385

28,754

86,139

Loss for the period

-

(36,245)

(36,245)

Total comprehensive loss

-

(36,245)

(36,245)

At 3 January 2025

57,385

(7,491)

49,894

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026

1

General information

The Company is a private company limited by share capital, incorporated and domiciled in the United Kingdom.

The address of its registered office is:
First Floor, Mulberry House
Parkland Square 750 Capability Green
Luton
Bedfordshire LU1 3LU

These financial statements were authorised for issue by the board on 6 October 2026.

2

Accounting policies

Summary of material accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Prior period adjustments

The financial statements include a prior year reinstatement, where necessary, to correct material errors in the previous year's VAT figures and ensures comparability with the current year presentation.

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”).

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards. The financial statements have been prepared on a historical basis. The functional and presentational currency is GBP and the figures are presented to the nearest thousand pounds.

Summary of disclosure exemptions

In these financial statements, the Company has taken advantage of the exemptions available under FRS 101 in respect of the following disclosures:

•

IFRS 7 - ‘Financial instruments: Disclosures’.

•

Paragraph 38 of IAS 1 - ‘Presentation of financial statements’ (comparative information requirements in respect of):

- paragraph 79(a)(iv) of IAS 1
(reconciliation of number of shares at the beginning and end of the period)

•

The following paragraphs of IAS 1 - ‘Presentation of financial statements’ (removing the requirement to present):

- 10(d) (statement of cash flows);

- 16 (statement of compliance with all IFRS);

- 38B-D (additional comparative information);

- 111 (cash flow statement information); and

- 134-136 (capital management disclosures).

•

IAS 7 - ‘Statement of cash flows’.

•

Paragraphs 30 and 31 of IAS 8 - ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective).

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

2

Accounting policies (continued)

•

Paragraph 17 of IAS 24 - ‘Related party disclosures’ (key management compensation).

•

The requirements in IAS 24, ‘Related party disclosures’ (to disclose related party transactions entered into between two or more members of a group).

Going concern

The Company is part of HeadFirst Global Plc group (“Group”).

The Group comprises of two sub-groups, Impellam Group Limited (Impellam) and Headfirst Global B.V. (HeadFirst). The two sub-groups operate with separate financing structures and obligor groups which are managed independently. In addition, HeadFirst Global Plc has external financing in the form of non-convertible loan notes. Accordingly, the Directors have considered the liquidity, covenant compliance and funding requirements of the Company, each sub-group and the Group as a whole in assessing the appropriateness of the going concern basis of preparation.

Impellam Group Limited
Impellam's principal financing arrangement is a committed receivables purchase agreement ("RPA") facility of US$450m which matures in June 2027. The facility is subject to leverage, interest cover and minimum liquidity covenants.

Based on the Directors' base case forecasts and downside sensitivities, Impellam is forecast to remain within its available facilities and covenant requirements throughout the going concern assessment period and retains appropriate headroom against those covenants.

HeadFirst Global B.V.
HeadFirst's principal financing arrangements comprise a €250m receivables purchase agreement facility, which is not subject to financial covenants, and a term loan facility maturing in October 2027, with a carrying value at the year-end of €72m.

The term loan contains leverage covenants which become progressively more restrictive over time. Based on current forecasts, HeadFirst is expected to breach the covenant requirements in March 2027 and has limited covenant headroom prior to that date. Sensitivity analysis indicates that a relatively modest deterioration in trading performance could reduce available headroom further and result in an earlier covenant breach.

Whilst management continues to implement actions to support profitability and manage covenant compliance, achievement of forecast trading performance remains dependent upon market conditions in the staffing sector.

Group refinancing plan
The Group also has non-convertible loan notes with a carrying value of £213.3m maturing in March 2027. Should the available extension option be exercised, a cash repayment of approximately £132m would still be required at that date.

The Group does not currently have sufficient committed funding arrangements to address both the forecast covenant breach within HeadFirst and the obligations associated with the loan notes.

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

2

Accounting policies (continued)

Management has therefore commenced a structured refinancing programme, supported by external financial advisers, to address the Group's future financing requirements. The programme includes engagement with existing and prospective financing providers and consideration of a range of refinancing options as part of an integrated Group financing strategy. Discussions with financing providers are ongoing and the Group has received some indicative proposals for elements of the refinancing programme. Other aspects are at an earlier stage. No binding agreements have been executed as at the date of approval of these financial statements.

Material uncertainty related to going concern
The Directors have concluded that it remains appropriate to prepare the Company’s financial statements on a going concern basis, taking account of the actions being undertaken to secure new financing and manage liquidity of the Company. In reaching this conclusion, the Directors considered detailed cash flow forecasts, downside scenarios, covenant monitoring, ongoing refinancing discussions, the appointment of external advisers and progress made in relation to the refinancing programme. Specifically, the Directors' conclusion reflects that the Company continues to trade profitably and generate operating cash flows; the refinancing programme commenced well in advance of the relevant maturities; discussions with financing providers are progressing; and management continues to implement operational initiatives to support profitability and liquidity improvements.

However, the Company is dependent upon the successful completion of a refinancing before March 2027 to address the forecast covenant breach within HeadFirst and the maturity of the Group's loan notes. The outcome of the refinancing process is not wholly within the control of the Company.

Accordingly, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. Therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result if the Company was unable to continue as a going concern.

Exemption from preparing group accounts

The financial statements contain information about Impellam Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of Impellam Group Limited, a company incorporated in the United Kingdom.

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 4 January 2025 have had a material effect on the financial statements.

Finance income and costs policy

Interest payable and similar charges include interest payable in profit or loss using the effective interest method. Other interest receivable and similar income include interest receivable on funds invested. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

2

Accounting policies (continued)

Tax

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

Investments

Fixed asset investments are stated at cost less a provision for impairment. The carrying values of investments are reviewed for impairment at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating unit to which the assets are allocated. Estimating the value in use requires the Company to make an estimate of the future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade receivables

Trade receivables, which have various terms, are non-interest-bearing and are recognised and carried at fair value and subsequently measured at amortised cost, being the original invoice amount less an allowance for uncollectible amounts, credit notes and expected credit losses.

The Company applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.

The expected loss provision is based on the Company’s expectation of future credit losses over the current receivables balance. These expectations are based upon known issues affecting specific debtors as well as general forward-looking information on factors affecting the Company’s customers as a whole as well as an awareness of the economic conditions in the countries where the Company operates. These risk factors are considered both on initial recognition of the receivable and as part of the ongoing assessment. If there has been a significant increase in the credit risk since the initial recognition then an increased loss provision is recognised.

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

2

Accounting policies (continued)

Amounts owed by related parties

Amounts owed by related parties are assessed for impairment based upon the current financial position and expected future performance of the party to which they relate. Amounts due from related parties are on-demand loans and, in most cases, interest free. Loans to overseas entities incur interest at an arm's-length rate as determined by a transfer pricing study which is currently 6.77%.

The Company applies the IFRS 9 simplified approach to measuring expected credit losses. This approach requires an assessment at the initiation of the loan as to the risk of default, and a further assessment when the credit risk profile of the loans change. IFRS 9 applies a 3 stage model that is applied when calculating the expected credit losses:
• Stage 1 is defined as having no Significant Increase In Credit Risk (‘SICR’) – a 12 month expected credit loss is recognised at this point.
• Stage 2 is defined as having a SICR – a lifetime expected credit loss is recognised at this point.
• Stage 3 is defined as being credit impaired – a lifetime expected credit loss is recognised at this point.

There is no material impact to these assessments by the interest charged on some loans.

The Company defines the following:
• Definition of a default – A loan is considered to be in default when there is evidence that the borrower is in significant financial difficulty such that it will have insufficient assets to repay the loan on demand.
• SICR assessment – The risk that the borrower will default on an on-demand loan depends on whether the party has sufficient cash or other assets to repay the loan immediately (meaning that the risk of default is very low and the loan is in Stage 1); or does not have sufficient cash or other assets to repay the loan immediately (meaning that the risk of default is higher, and the loan could be in Stage 2 or Stage 3).
• Credit impaired indicators - A loan is considered to be credit impaired if it meets the definition of a defaulted loan.

The Company performs this assessment qualitatively by reference to the borrower’s immediate cash flow and asset position.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the Company’s shareholders is recognised as a liability in the company’s financial statements in the period in which the dividends are paid or approved by the Company’s shareholders.

Financial instruments

Initial recognition

Financial assets and financial liabilities comprise all assets and liabilities reflected in the balance sheet, although excluding investments, and deferred tax assets.

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

2

Accounting policies (continued)

Classification and measurement

Financial instruments are classified at inception into one of the following categories, which then determine the subsequent measurement methodology:
Financial assets are classified into one of the following three categories:
· financial assets at amortised cost;
· financial assets at fair value through other comprehensive income (FVTOCI); or
· financial assets at fair value through the profit or loss (FVTPL).

Financial liabilities are classified into one of the following two categories:
· financial liabilities at amortised cost; or
· financial liabilities at fair value through the profit or loss (FVTPL).

The Company does not have any assets held for trading nor does it voluntarily classify any financial assets as being at FVTOCI or FVTPL. It also does not have any liabilities held for trading nor does it voluntarily classify any financial liabilities as being at FVTPL.

The Company’s accounting policy for each relevant category used is as follows:

Financial assets at amortised cost

Financial assets at amortised cost represent trade receivables, receivables from related parties and other receivables. Impairment provisions for current and non-current debtors are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade debtors is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade debtors. For trade debtors, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within cost of sales in the statement of comprehensive income. On confirmation that the trade debtor will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. From time to time, the Company elects to renegotiate the terms of trade debtors due from customers with which it has previously had a good trading history. Such renegotiations will lead to changes in the timing of payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in the statement of comprehensive income (operating profit).

Financial liabilities at amortised cost

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Company does not have any liabilities held for trading nor does it voluntarily classify any financial liabilities as being at fair value through profit or loss. The Company’s accounting policy for each category is as follows:
• Trade creditors and other short-term monetary liabilities, which are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

3

Critical accounting judgements and key sources of estimation uncertainty

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Ageing of amounts receivable from related parties
The Company has made various judgements on the receivables from Impellam Group Limited and fellow subsidiaries of the Impellam Group. The terms of these balances all state that they are due on demand but the Company has determined that there are some balances which, due either to their size or the lack of liquid assets in the debtor company, are highly unlikely to be repaid within the next twelve months.

4

Operating profit/(loss)

Arrived at after (crediting)/charging:

52 weeks
2 January
2026
£ 000

52 weeks
3 January
2025
£ 000

Foreign exchange (gains)/losses

(12,136)

4,849

5

Interest receivable and similar income

52 weeks
2 January
2026
£ 000

52 weeks
3 January
2025
£ 000

Interest receivable from group undertakings

-

5

6

Interest payable and similar expenses

52 weeks
2 January
2026
£ 000

52 weeks
3 January
2025
£ 000

Other finance costs

8,113

7,102

7

Directors' remuneration

The average number of persons employed by the Company (including directors) during the period, analysed by category was as follows:

52 weeks
2 January
2026
No.

52 weeks
3 January
2025
No.

Administration and support

3

3

3

3

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

7

Directors' remuneration (continued)

The directors are remunerated by HeadFirst Global Plc or another Group company, for their services to the Group as a whole. The directors do not believe it is practical to apportion their remuneration between their services to this Company and their services as directors of the parent company and fellow subsidiaries.

8

Auditors' remuneration

Auditor's remuneration of £14,000 (3 January 2025: £14,000) has been borne by a Group company for the current and prior periods.

9

Income tax

Tax charged/(credited) in the profit and loss account

52 weeks
2 January
2026
£ 000

52 weeks
3 January
2025
£ 000

Current taxation

UK corporation tax

1,006

(3,199)

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK (3 January 2025 - lower than the standard rate of corporation tax in the UK) of 25% (3 January 2025 - 25%).

The differences are reconciled below:

52 weeks
2 January
2026
£ 000

52 weeks
3 January
2025
£ 000

Profit/(loss) before tax

206,821

(39,444)

Corporation tax at standard rate

51,705

(9,861)

Decrease from effect of revenues exempt from taxation

(32)

-

(Decrease)/increase from effect of expenses not deductible in determining taxable profit (tax loss)

(8,451)

11,325

Decrease from transfer pricing adjustments

-

(215)

Decrease from effect dividends from UK companies

(42,216)

(4,448)

Total tax charge/(credit)

1,006

(3,199)

UK legislation requires, in broad terms, that most transactions between connected parties be at an arm's length price for tax purposes (commonly known as 'transfer pricing'). As a result, this Company must make an adjustment for deemed net interest on UK-UK intercompany balances that has not been recognised in the financial statements. The Government’s Corporate Tax Roadmap, published at the 2024 Autumn Budget, confirmed the Government’s commitment to launch, in Spring 2025, a second-round consultation on several reforms related to transfer pricing including the potential removal of UK-UK transfer pricing, which will remove the requirement to make an adjustment for deemed net interest on UK-UK intercompany balances by the Company.

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

10

Investments

Subsidiaries

£ 000

Cost or valuation

At 4 January 2025

251,063

Additions

5

At 2 January 2026

251,068

Provision

At 4 January 2025

96,552

Reversal of provision

(33,804)

At 2 January 2026

62,748

Carrying amount

At 2 January 2026

188,320

At 3 January 2025

154,511

Details of the subsidiaries as at 2 January 2026 are as follows:

Name of subsidiary
 

Principal activity
 

Registered office
 

Holding
 

Proportion of ownership interest and voting rights held
2 January
2026

3 January 2025

Barpellam Inc

Employment Services

3410 Belle Chase Way
Suite 600
Lansing
Michigan 48911

USA

Ordinary

49%

49%

Guidant Global Belgium NV

Employment services

Straatsburgdok-
Noordkaai 3
2030 Antwerp

Belgium

Ordinary

100%

100%

Guidant Global Mexico Holding LLC (Formerly known as Bartech Mexico Holding LLC)

Holding company

17199 N Laural Park Drive
Suite 224 Livonia
Michigan 48152

USA

Ordinary

100%

100%

Bartech Mexico S, de R.L. de C.V.

Employment services

Rio Tiber 40 102
Col Cuauhtemoc 06500
Cuauhtemoc, Distrito Federal

Mexico

Ordinary

100%

100%

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

10

Investments (continued)

Name of subsidiary
 

Principal activity
 

Registered office
 

Holding
 

Proportion of ownership interest and voting rights held
2 January
2026

3 January 2025

Bartech Technical Services LLC

Employment services

3410 Belle Chase Way
Suite 600
Lansing
Michigan 48911

USA

Ordinary

100%

100%

Bartech Technical Services of Canada Limited

Employment services

250 Howe Street
20th Floor
Vancouver, BC
V6C 3R8

Canada

Ordinary

100%

100%

Canada Corporate Employment Resources ULC

Employment agency

250 Howe Street
20th Floor
Vancouver, BC
V6C 3R8

Canada

Ordinary

100%

100%

CER Canada Holding Inc.

Holding company

251 Little Falls Drive
Wilmington
Delaware 19808

USA

Ordinary

100%

100%

Comensura Limited*

Vendor procurement and management

First Floor,
Mulberry House
Parkland Square
750 Capability Green
Luton LU1 3LU

United Kingdom

Ordinary

100%

100%

Comensura Pty Limited

Vendor procurement

Suite 1403, Level 14,
309 Kent Street,
Sydney NSW 2000

Australia

Ordinary

100%

100%

Impellam NA Support Services Inc

Employment agency

251 Little Falls Drive
Wilmington
Delaware 19808

USA

Ordinary

100%

100%

Corporate Employment Resources Inc.

Employment agency

251 Little Falls Drive
Wilmington
Delaware 19808

USA

Ordinary

100%

100%

Corporate Services Group Holdings Inc.*

Holding company

251 Little Falls Drive
Wilmington
Delaware 19808

USA

Ordinary

100%

100%

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

10

Investments (continued)

Name of subsidiary
 

Principal activity
 

Registered office
 

Holding
 

Proportion of ownership interest and voting rights held
2 January
2026

3 January 2025

Flexy Corporation Limited*

Employment agency

First Floor,
Mulberry House
Parkland Square
750 Capability Green
Luton LU1 3LU

United Kingdom

Ordinary

100%

100%

Impellam APAC Pty Ltd

Employment agency

Suite 1403, Level 14,
309 Kent Street,
Sydney NSW 2000

Australia

Ordinary

100%

100%

Guidant Global- Europe Limited

Dormant

First Floor,
Mulberry House
Parkland Square
750 Capability Green
Luton LU1 3LU

United Kingdom

Ordinary

100%

100%

Guidant Global Canada Holding Inc.

Holding company

251 Little Falls Drive
Wilmington
Delaware 19808

USA

Ordinary

100%

100%

Guidant Global Germany GmbH

Employment services

Antoniterstr. 14 -16, 50667
Cologne

Germany

Ordinary

100%

100%

Guidant Global Holding Corporation

Holding company

251 Little Falls Drive
Wilmington
Delaware 19808

USA

Ordinary

100%

100%

Guidant Global Inc

Employment agency

251 Little Falls Drive
Wilmington
Delaware 19808

USA

Ordinary

100%

100%

Guidant Global Puerto Rico Inc

Employment services

Oriental Center,
Suite P1
254 Muñoz Uñoz Rivera Avenue
San Juan, PR 00918

Puerto Rico

Ordinary

100%

100%

Guidant Global SG Pte Limited

Employment services

133 New Bridge Road
#10-05, Chinatown Point, 059413

Singapore

Ordinary

100%

100%

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

10

Investments (continued)

Name of subsidiary
 

Principal activity
 

Registered office
 

Holding
 

Proportion of ownership interest and voting rights held
2 January
2026

3 January 2025

Guidant Group Canada ULC

Employment agency

250 Howe Street
20th Floor
Vancouver, BC
V6C 3R8

Canada

Ordinary

100%

100%

Guidant Global Mexico, S.A. de C.V.

Dormant

98 Alicia Street
Colony Guadalupe Tepeyac.
Mexico City CP07840

Mexico

Ordinary

100%

100%

Guidant Group Inc.

Employment agency

251 Little Falls Drive
Wilmington
Delaware 19808

USA

Ordinary

100%

100%

Laybridge Limited*

Dormant

First Floor,
Mulberry House
Parkland Square
750 Capability Green
Luton LU1 3LU

United Kingdom

Ordinary

100%

100%

Lorien Limited*

Holding company

First Floor,
Mulberry House
Parkland Square
750 Capability Green
Luton LU1 3LU

United Kingdom

Ordinary

100%

100%

Lorien Resourcing Limited

Employment agency

First Floor,
Mulberry House
Parkland Square
750 Capability Green
Luton LU1 3LU

United Kingdom

Ordinary

100%

100%

Younifi Limited

Non trading

First Floor,
Mulberry House
Parkland Square
750 Capability Green
Luton LU1 3LU

United Kingdom

Ordinary

100%

100%

Barpellam Funding LLC

Receivables purchase agent

251 Little Falls Drive, Wilmington, Delaware 19808, USA

Ordinary

100%

100%

CER Funding LLC

Receivables purchase agent

251 Little Falls Drive, Wilmington, Delaware 19808, USA

Ordinary

100%

100%

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

10

Investments (continued)

Name of subsidiary
 

Principal activity
 

Registered office
 

Holding
 

Proportion of ownership interest and voting rights held
2 January
2026

3 January 2025

Guidant Global Funding LLC

Receivables purchase agent

251 Little Falls Drive, Wilmington, Delaware 19808, USA

Ordinary

100%

100%

Guidant Group Funding LLC

Receivables purchase agent

251 Little Falls Drive, Wilmington, Delaware 19808, USA

Ordinary

100%

100%

Impellam NA Funding LLC

Receivables purchase agent

251 Little Falls Drive, Wilmington, Delaware 19808, USA

Ordinary

100%

100%

Guidant Global India Private Limited

Non trading

1st Floor, UB Plaza
No. 1 & 2, Vittal Mallya Road
Bengaluru 560001
Karnataka, India

Ordinary

100%

0%

Guidant Global France

Non trading

320 rue Saint-Honoré
75001 Paris

France

Ordinary

100%

0%

* indicates direct investment of the Company

Following a review of the value-in-use of the investments held by the Company, an impairment of £nil was recognised over Impellam North America (5 January 2024: £48,197,000). As part of the same review, it was determined that a provision recognised in the prior year over Impellam North America totalling £33,804,000 could be released (5 January 2024: £2,897,000 over Flexy Corporation). These movements in the impairment provision were calculated using the same assumptions as in the accounts of HeadFirst Global Plc using a five year plan, gross profit in the range 4.8% to 20.8%, growth rates of between 2.0% and 5.0%, terminal value longterm growth rates of the UK, Netherlands and USA economies, currently 2.0%, 1.75% and 2.5% respectively.

The recoverable amount of the investments is £335,383,000 based on calculations of the underlying subsidiaries.

11

Trade and other receivables

Trade and other receivables falling due within one year

2 January
2026
£ 000

(As restated)
3 January
2025
£ 000

Trade receivables

334

330

Receivables from related parties

3,542

26,632

Other receivables

-

1

3,876

26,963

 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

11

Trade and other receivables (continued)

Trade and other receivables falling due after
more than one year

2 January
2026
£ 000

(As restated)
3 January
2025
£ 000

Receivables from related parties due after more than one year

75,224

140,314

Receivables from related parties are from Impellam Group Limited or fellow subsidiaries in the group and are unsecured and repayable on demand. Within this amount are receivables totalling £3,000 which bear interest at 6.77% (3 January 2025: £3,000). All other receivables from related parties are interest free. Amounts owed by group undertakings are shown net of provisions totalling £3,505,000 (3 January 2025: £3,632,000).

Details of non-current trade and other receivables

£75,224,000 (3 January 2025: £140,314,000) of receivables from related parties is classified as non-current. Receivables from related parties due in more than one year represent the amounts the Company does not expect to be realised in the coming twelve months.

An adjustment of £1,300,000 has been made to the prior period other debtors balance to allocate certain payments and other reductions in the VAT due that had been made before the end of the year but had been retained in the paying company. This has then been allocated to amounts due from related parties due after more than one year. There is no impact to the reported profit for these items.

12

Cash at bank and in hand

2 January
2026
£ 000

3 January
2025
£ 000

Cash at bank

289

232

13

Creditors: amounts falling due within one year

2 January
2026
£ 000

3 January
2025
£ 000

Trade payables

2,158

2,298

Amounts owed to related parties

9,842

269,828

12,000

272,126

Amounts owed to related parties are from Impellam Group Limited or fellow subsidiaries in the group and are unsecured and repayable on demand. Within this amount is a loan to a subsidiary undertaking of £95,000 - $128,000 (3 January 2025: £152,254,000 - $189,055,000), including outstanding interest, which bears interest at 2.5% above the US Dollar one month SOFR rate. All other amounts owed to related parties are not interest bearing.

14

Share capital

Allotted, called up and fully paid shares

 

2 January 2026

3 January 2025

 

No. 000

£ 000

No. 000

£ 000

Ordinary shares of £0.01 each

100,000

1,000

5,738,478

57,385

         
 

Impellam Holdings Limited

Notes to the Financial Statements for the 52 weeks ended 2 January 2026 (continued)

14

Share capital (continued)

During the period the Company reduced its share capital by the sum of £56,385,000 under s641 of the Companies Act 2006. The Companies (Reduction of Share Capital) Order 2008 allows any reserve arising from such reduction to be treated as realised profit.

15

Reserves

Share Capital
Nominal value of share capital subscribed for.

Profit and loss account
All other net gains and losses and transactions with owners not recognised elsewhere.

16

Related party transactions

The Company has taken advantage of the exemptions in FRS 101 paragraph 8 from disclosing transactions with other wholly owned members of the Group. There are no other related party transactions which are required to be disclosed.

17

Parent of group in whose consolidated financial statements the Company is consolidated

The name of the parent of the largest and smallest group in whose consolidated financial statements the Company's financial statements are consolidated is HeadFirst Global Plc.

The registered office of HeadFirst Global Plc is First Floor, Mulberry House, Parkland Square, 750 Capability Green, Luton LU1 3LU, United Kingdom.

  These financial statements are available upon request from Registrar of Companies, Companies the Registration Office, Crown Way, Maindy, Cardiff, CF14 3UZ.

18

Parent and ultimate parent undertaking

The Company's immediate parent is Impellam Group Limited, a company incorporated in England and Wales.
 
The ultimate parent is HeadFirst Global Plc, a company incorporated in England and Wales.

At the year end the Company identified IceLake Capital Management BV as the ultimate controlling party by virtue of its role in managing the majority of the shareholdings in the ultimate parent company and having the power to appoint the majority of the Board for the ultimate parent entity.