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REGISTERED NUMBER: 09683024 (England and Wales)















TALENTFUL LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025






TALENTFUL LTD (REGISTERED NUMBER: 09683024)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 8

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 20


TALENTFUL LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2025







DIRECTORS: C Abbass
P Blaydes





REGISTERED OFFICE: C/O Smb Llp, 87-91 Newman Street,
London
W1T 3EY





REGISTERED NUMBER: 09683024 (England and Wales)





AUDITORS: Beavis Morgan Audit Limited, Statutory Auditor
3rd Floor
Marlborough House
298 Regents Park Road
Finchley
London
N3 2SZ

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Talentful is inventing the future of recruiting.

This strategic report sets out our performance, achievements and strategy for the year ended 31 December 2025. It has been prepared in accordance with the Companies Act 2006 and is intended to give stakeholders a clear understanding of the position of the business and the direction we are taking.

BUSINESS OVERVIEW
Talentful builds and runs hiring teams inside technology companies. Our talent partners work as an embedded part of each client's organisation, in the client's systems and under the client's brand, on a subscription that flexes with the client's hiring plan. We work with technology companies at every stage of their growth, from early-stage start-ups to hypergrowth businesses and global enterprises, and increasingly with companies in other industries that are rebuilding themselves around technology and AI.

The embedded model is supported by two assets that we own. Talentverse is our proprietary technology platform, built by recruiters on ten years of hiring outcomes and used by every talent partner every day. HIGHER is our community of more than 12,000 senior in-house talent acquisition leaders, which gives our clients a peer network and real-time market intelligence.

Founded in 2015, the Group has made more than 25,000 hires for clients in over 80 countries, delivered by teams across North America, EMEA and APAC. We build companies that build the future

PRINCIPAL RISKS AND UNCERTAINTIES
The directors have identified the following principal risks and the way in which each is managed:

Hiring Demand: Demand for our services follows the hiring plans of technology companies, which can change with funding conditions and the wider economy. We manage this through a subscription model that flexes monthly, a client base spread across stages, sectors and regions, and a delivery cost base that scales with revenue.

Client Concentration: A number of larger accounts represent a meaningful share of revenue. We manage this through breadth within each account, long-standing relationships at senior level and continued growth in new clients.

People: Our results depend on attracting, developing and retaining excellent talent partners in a competitive market. We invest in training, career progression and our technology to keep the best people at Talentful.

Technology and AI: AI is changing how sourcing and screening are done. We see this as an opportunity rather than a threat. Talentverse puts these capabilities in the hands of our own people, and the value of experienced judgement inside a client rises as the volume of applications grows. The risk is managed through continued investment in the platform and in the skills of our people.

Regulatory and Employment Law: We employ people in several jurisdictions and our model must operate correctly within the employment and tax rules of each. We take specialist advice and maintain controls over how our people are engaged and contracted.

Foreign Exchange: A proportion of revenue and cost is denominated in currencies other than sterling, principally US dollars. Costs are largely matched to revenue in each currency and the exposure is reviewed regularly.

Data and Information Security: We hold candidate and client data on behalf of our clients. We maintain information security policies, access controls and supplier due diligence, and review them regularly.


TALENTFUL LTD (REGISTERED NUMBER: 09683024)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

FINANCIAL PERFORMANCE
2025 was a year of strong growth for Talentful. Demand for high-quality technology talent recovered through the year, led by companies building and adopting AI, and the investment we have made in our delivery model, our technology and our enterprise client base allowed us to capture that demand at scale. Revenue grew by 59.4%, profit before tax by 72.8%, and the Group finished the year with more cash, no borrowings and a materially stronger balance sheet.

Key financial highlights include:

Revenue: Group revenue for the year increased to £30.89 million (2024: £19.37 million), an increase of 59.4%. Growth came from expansion within existing enterprise accounts, new client wins across the technology sector and continued growth in the United States.

Gross Profit: Gross profit increased by 42.1% to £11.42 million (2024: £8.04 million). Gross margin was 37.0% (2024: 41.5%). The reduction in margin percentage reflects the mix of growth in the year and the decision to add delivery capacity ahead of revenue, with average headcount rising from 163 to 256. We expect gross margin to improve as the teams hired in 2025 reach full productivity.

Operating Expenses: Administrative expenses increased by 30.0% to £6.85 million (2024: £5.27 million), well below the rate of revenue growth, reflecting continued investment in our team, technology and brand alongside disciplined control of the central cost base.

Operating Profit: Operating profit increased by 72.6% to £4.78 million (2024: £2.77 million), demonstrating the operating leverage in the model as revenue growth was delivered over a central cost base that grew at half the rate.

Profit Before Tax: Profit before tax for the year was £4.79 million (2024: £2.77 million), an increase of 72.8%.

Profit after tax was £3.78 million (2024: £1.76 million).

Cash and Balance Sheet: Cash generated from operations was £2.76 million (2024: £2.81 million), after funding the working capital required by a much larger revenue base. Cash at bank at 31 December 2025 was £3.45 million (2024: £2.52 million) and the Group has no borrowings. Net assets increased to £7.12 million (2024: £4.97 million).

Investment: The Group continued to invest in the development of Talentverse during the year, capitalising £0.77 million of development costs (2024: £1.17 million).

Dividends: Interim dividends of £212,600 were paid during the year (2024: £587,000). The directors have chosen to retain the substantial majority of profits in the business to fund growth.

Key Performance Indicators: The directors consider the key performance indicators of the business to be revenue growth (59.4%), gross margin (37.0%), operating profit (£4.78 million) and cash generated from operations (£2.76 million), each of which is discussed above.


TALENTFUL LTD (REGISTERED NUMBER: 09683024)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

KEY ACHIEVEMENTS
During 2025 Talentful delivered strong growth while continuing to deliver for the world's most demanding technology companies:

Enterprise Growth: Our largest accounts grew significantly during the year as we expanded across divisions, regions and role families within existing enterprise clients, and we won new enterprise relationships with leading global technology businesses. Our client base now spans early-stage, hypergrowth and strategic enterprise companies.

United States: We continued to scale our team and client base in the United States, a key growth market for the Group, and our global delivery capability now supports clients across North America, EMEA and APAC with one unified approach.

Talentverse: We continued to invest in Talentverse in 2025. The platform now sits at the centre of how every talent partner works, from sourcing and matching through to live client reporting, and gives a new talent partner a working knowledge of a client in days rather than months.

HIGHER: HIGHER, our community for in-house talent leaders, grew to more than 12,000 members. It hosted the HIGHER Summit and executive roundtables during the year and published the annual State of Talent Acquisition report, strengthening the Group's insight into the market and its standing with talent leaders.

Our People: Average headcount grew from 163 to 256 and we strengthened the leadership team to support the next stage of growth. Our people are full-time employees of the Group who build long-term careers with us, and that continuity is a large part of what our clients value.

Customer Results: Our teams delivered for clients in more than 80 countries. Customer satisfaction and retention among our largest accounts remained at market-leading levels, and our focus on quality and consistent results means we continue to be trusted by the world's best companies to help scale their teams.

FUTURE STRATEGY
Looking ahead, Talentful is committed to the following strategic objectives:

Client-Centric Growth: Continue to grow within our existing clients, expanding across divisions, geographies and role families, while adding new relationships with leading technology companies.
United States: We see the United States as a significant growth market for Talentful and will continue to invest in the region.

Every Company Is Becoming a Technology Company: As companies in every industry rebuild around technology and AI, they need to hire the way technology companies do. We have spent eleven years inside the best of them, and we will broaden our client base to serve companies making that transition.

Proprietary Technology: We will continue to invest in Talentverse to increase the productivity of our people, improve results for our clients and strengthen our competitive advantage.

HIGHER: Grow the community, its events and its research, and deepen its role as the industry's home for in-house talent leaders.

Operational Efficiency: With the delivery capacity added in 2025 now in place, our priority for 2026 is to improve productivity and margins as those teams reach full effectiveness.


TALENTFUL LTD (REGISTERED NUMBER: 09683024)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

GOING CONCERN
The directors have reviewed the Group's forecasts and cash flow projections for a period of at least twelve months from the date of approval of these financial statements. The Group ended the year with cash of £3.45 million, no borrowings and a contracted, recurring revenue base. The directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and have prepared the financial statements on the going concern basis.

ON BEHALF OF THE BOARD:





C Abbass - Director


3 October 2026

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2025

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

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of human resources provision and management.

DIVIDENDS
An interim dividend of £21.26 per Ordinary B share was paid during the year ended 31 December 2025. The directors do not recommend the payment of a final dividend.

Total dividends distributed during the year amounted to £212,600 (2024: £587,000).

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

C Abbass
P Blaydes

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2025


AUDITORS
The auditors, Beavis Morgan Audit Limited, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





C Abbass - Director


3 October 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TALENTFUL LTD

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

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TALENTFUL LTD


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 six, 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:

- Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
- Enquiring of management concerning actual and potential litigation and claims.
- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the ordinary course of business.

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

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
TALENTFUL LTD


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.




Hassan Behcet (Senior Statutory Auditor)
for and on behalf of Beavis Morgan Audit Limited, Statutory Auditor
3rd Floor
Marlborough House
298 Regents Park Road
Finchley
London
N3 2SZ

3 October 2026

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

2025 2024
Notes £    £   

TURNOVER 30,886,244 19,371,252

Cost of sales 19,467,586 11,335,522
GROSS PROFIT 11,418,658 8,035,730

Administrative expenses 6,846,958 5,265,858
4,571,700 2,769,872

Other operating income 208,097 -
OPERATING PROFIT 4 4,779,797 2,769,872

Interest receivable and similar income 4,491 7,304
4,784,288 2,777,176

Interest payable and similar expenses 6 (2,806 ) 6,965
PROFIT BEFORE TAXATION 4,787,094 2,770,211

Tax on profit 7 1,022,666 1,011,239
PROFIT FOR THE FINANCIAL YEAR 3,764,428 1,758,972
Profit attributable to:
Owners of the parent 3,764,428 1,758,972

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025 2024
Notes £    £   

PROFIT FOR THE YEAR 3,764,428 1,758,972


OTHER COMPREHENSIVE INCOME
Foreign exchange movement (325,431 ) (40,893 )
Other reserves movement (1,066,656 ) (274,664 )
Income tax relating to components of other
comprehensive income

-

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

(1,392,087

)

(315,557

)
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

2,372,341

1,443,415

Total comprehensive income attributable to:
Owners of the parent 2,372,341 1,443,415

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 2,633,043 2,451,522
Tangible assets 11 161,896 62,887
Investments 12 - -
2,794,939 2,514,409

CURRENT ASSETS
Debtors 13 4,032,419 2,565,000
Prepayments and accrued income 404,217 146,164
Cash at bank 3,454,821 2,523,312
7,891,457 5,234,476
CREDITORS
Amounts falling due within one year 14 3,561,477 2,611,634
NET CURRENT ASSETS 4,329,980 2,622,842
TOTAL ASSETS LESS CURRENT LIABILITIES 7,124,919 5,137,251

CREDITORS
Amounts falling due after more than one
year

15

-

172,073
NET ASSETS 7,124,919 4,965,178

CAPITAL AND RESERVES
Called up share capital 17 111 111
Foreign exchange reserve 18 (477,973 ) (152,542 )
Other reserves 18 (1,341,320 ) (274,664 )
Retained earnings 18 8,944,101 5,392,273
SHAREHOLDERS' FUNDS 7,124,919 4,965,178

The financial statements were approved by the Board of Directors and authorised for issue on 3 October 2026 and were signed on its behalf by:





C Abbass - Director


TALENTFUL LTD (REGISTERED NUMBER: 09683024)

COMPANY BALANCE SHEET
31 DECEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 586,640 451,516
Tangible assets 11 145,305 44,768
Investments 12 172,368 172,368
904,313 668,652

CURRENT ASSETS
Debtors 13 2,598,751 1,839,067
Prepayments and accrued income 200,727 79,885
Cash at bank 577,496 1,929,586
3,376,974 3,848,538
CREDITORS
Amounts falling due within one year 14 1,364,307 3,241,213
NET CURRENT ASSETS 2,012,667 607,325
TOTAL ASSETS LESS CURRENT LIABILITIES 2,916,980 1,275,977

CREDITORS
Amounts falling due after more than one
year

15

-

172,073
NET ASSETS 2,916,980 1,103,904

CAPITAL AND RESERVES
Called up share capital 17 111 111
Other reserves 18 (1,341,320 ) (274,664 )
Retained earnings 18 4,258,189 1,378,457
SHAREHOLDERS' FUNDS 2,916,980 1,103,904

Company's profit for the financial year 3,092,332 1,140,986

The financial statements were approved by the Board of Directors and authorised for issue on 3 October 2026 and were signed on its behalf by:





C Abbass - Director


TALENTFUL LTD (REGISTERED NUMBER: 09683024)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025

Called up Foreign
share Retained exchange Other Total
capital earnings reserve reserves equity
£    £    £    £    £   
Balance at 1 January 2024 111 4,220,301 (111,649 ) - 4,108,763

Changes in equity
Dividends - (587,000 ) - - (587,000 )
Total comprehensive income - 1,758,972 (40,893 ) (274,664 ) 1,443,415
Balance at 31 December 2024 111 5,392,273 (152,542 ) (274,664 ) 4,965,178

Changes in equity
Dividends - (212,600 ) - - (212,600 )
Total comprehensive income - 3,764,428 (325,431 ) (1,066,656 ) 2,372,341
Balance at 31 December 2025 111 8,944,101 (477,973 ) (1,341,320 ) 7,124,919

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 January 2024 111 824,471 - 824,582

Changes in equity
Dividends - (587,000 ) - (587,000 )
Total comprehensive income - 1,140,986 (274,664 ) 866,322
Balance at 31 December 2024 111 1,378,457 (274,664 ) 1,103,904

Changes in equity
Dividends - (212,600 ) - (212,600 )
Total comprehensive income - 3,092,332 (1,066,656 ) 2,025,676
Balance at 31 December 2025 111 4,258,189 (1,341,320 ) 2,916,980

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,759,735 2,810,928
Interest paid 2,806 (6,965 )
Tax paid (623,596 ) (603,865 )
Net cash from operating activities 2,138,945 2,200,098

Cash flows from investing activities
Purchase of intangible fixed assets (770,531 ) (1,169,279 )
Purchase of tangible fixed assets (152,092 ) 17,906
Sale of intangible fixed assets 16,330 512,459
Sale of tangible fixed assets 998 5,490
Interest received 4,491 7,304
Net cash from investing activities (900,804 ) (626,120 )

Cash flows from financing activities
Amount introduced by directors (1,725 ) 1,009,365
Amount withdrawn by directors (113,933 ) (848,328 )
Equity dividends paid (212,600 ) (587,000 )
Net cash from financing activities (328,258 ) (425,963 )

Increase in cash and cash equivalents 909,883 1,148,015
Cash and cash equivalents at beginning of
year

2

2,515,307

1,367,292
Effect of foreign exchange rate changes 29,457 -
Cash and cash equivalents at end of year 2 3,454,647 2,515,307

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

2025 2024
£    £   
Profit before taxation 4,787,094 2,770,211
Depreciation charges 500,846 388,103
Loss/(profit) on disposal of fixed assets 3,063 (2,019 )
Foreign exchange movement - (40,893 )
EBT capital contributions (1,066,656 ) (274,664 )
Bad Debt Reversal (245,271 ) -
Finance costs (2,806 ) 6,965
Finance income (4,491 ) (7,304 )
3,971,779 2,840,399
Increase in trade and other debtors (1,332,681 ) (230,721 )
Increase in trade and other creditors 120,637 201,250
Cash generated from operations 2,759,735 2,810,928

2. CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 3,454,821 2,523,312
Bank overdrafts (174 ) (8,005 )
3,454,647 2,515,307
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 2,523,312 1,367,645
Bank overdrafts (8,005 ) (353 )
2,515,307 1,367,292


TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank 2,523,312 931,509 3,454,821
Bank overdrafts (8,005 ) 7,831 (174 )
2,515,307 939,340 3,454,647
Total 2,515,307 939,340 3,454,647

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1. STATUTORY INFORMATION

Talentful Ltd 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 (£).


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.

Significant judgements and estimates
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating depreciation and amortisation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

There is estimation uncertainty in calculating deferred tax. A full line by line review of deferred tax is carried out by management regularly. Whilst every attempt is made to ensure that the deferred tax is as accurate as possible, there remains a risk that the provisions do not match the actual tax liability when asset is disposed of.

There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents amounts receivable for services provided during the year in the ordinary course of business, net of value added tax, discounts, rebates and other sales-related taxes.

Revenue is recognised when control of the services is transferred to the customer and the performance obligations under the relevant contract have been satisfied. For service contracts, this is generally over time as the services are rendered to the customer, as the customer simultaneously receives and consumes the benefits of the services provided.

Where invoices are raised in advance of the related services being performed, the amounts received are recognised as deferred income and released to turnover as the services are provided. Revenue is measured at the fair value of the consideration received or receivable and is recognised only to the extent that it is probable that the economic benefits associated with the transaction will flow to the company and the amount of revenue can be measured reliably.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer Software is being amortised over their estimated useful life of 10 years.

Research and development:

Research expenditure is written off in the year in which it is incurred.

Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met:

- It is technically feasible to complete the intangible asset so that it will be available for use or sale;
- There is the intention to complete the intangible asset and use or sell it;
- There is the ability to use or sell the intangible asset;
- The use or sale of the intangible asset will generate probable future economic benefits;
- There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and
- The expenditure attributable to the intangible asset during its development can be measured reliably.

Expenditure that does not meet the above criteria is expensed as incurred.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment - 33% straight line
Office equipment - 20% straight line
Fixtures & fittings 20% straight line
Leasehold improvement 33% straight line

If there has been an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised to reflect the new estimates.

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of thecontractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

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

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

2. ACCOUNTING POLICIES - continued

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost. The criteria for merger relief as set out in 612 of the Companies Act 2006 have been met. The option available under section 612 of the Companies Act 2006 and FRS 102 paragraph A3.244 has been undertaken to record the cost of the investments in the subsidiaries at the nominal value.

3. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 22,017,215 13,438,439
Other pension costs 14,768 14,977
22,031,983 13,453,416

The average number of employees during the year was as follows:
2025 2024

Number of UK staff 111 99
Number of other staff 145 64
256 163

2025 2024
£    £   
Directors' remuneration 142,297 22,230

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025 2024
£    £   
Depreciation - owned assets 51,877 45,151
Loss/(profit) on disposal of fixed assets 3,063 (2,019 )
Computer software amortisation 19,465 18,793
Development costs amortisation 429,252 324,435
Foreign exchange differences (11,657 ) (64,076 )

5. AUDITORS' REMUNERATION
2025 2024
£    £   
Fees payable to the company's auditors for the audit of the company's
financial statements

20,000

20,000

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Bank interest (2,605 ) 6,965
Bank loan interest (201 ) -
(2,806 ) 6,965

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax (135,945 ) 455,053
Other taxes 1,158,611 580,564
Total current tax 1,022,666 1,035,617

Deferred tax - (24,378 )
Tax on profit 1,022,666 1,011,239

UK corporation tax has been charged at 25 % (2024 - 25 %).

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

2025 2024
£    £   
Profit before tax 4,787,094 2,770,211
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

1,196,774

692,553

Effects of:
Expenses not deductible for tax purposes 21,469 35,556
Capital allowances in excess of depreciation (58,915 ) (9,008 )
Expenses deductible for tax purpose (768,551 ) (4,295 )
Effect of foreign tax - US 1,328,112 173,368
Temporary difference in US tax (456,840 ) -
Effect of tax refunds/reversals (306,284 ) 147,443
Effect of losses 66,901 -
Effect of deferred tax - (24,378 )
Total tax charge 1,022,666 1,011,239

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

7. TAXATION - continued

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Foreign exchange movement (325,431 ) - (325,431 )
Other reserves movement (1,066,656 ) - (1,066,656 )
(1,392,087 ) - (1,392,087 )

2024
Gross Tax Net
£    £    £   
Foreign exchange movement (40,893 ) - (40,893 )
Other reserves movement (274,664 ) - (274,664 )
(315,557 ) - (315,557 )

8. INDIVIDUAL INCOME STATEMENT

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


9. DIVIDENDS
2025 2024
£    £   
Ordinary B shares of £0.0001 each
Interim 212,600 587,000

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

10. INTANGIBLE FIXED ASSETS

Group
Computer Development
software costs Totals
£    £    £   
COST
At 1 January 2025 198,279 2,628,382 2,826,661
Additions 4,800 765,731 770,531
Disposals - (16,330 ) (16,330 )
Exchange differences (653 ) (140,595 ) (141,248 )
At 31 December 2025 202,426 3,237,188 3,439,614
AMORTISATION
At 1 January 2025 52,023 323,117 375,140
Amortisation for year 19,465 429,252 448,717
Exchange differences (193 ) (17,093 ) (17,286 )
At 31 December 2025 71,295 735,276 806,571
NET BOOK VALUE
At 31 December 2025 131,131 2,501,912 2,633,043
At 31 December 2024 146,256 2,305,265 2,451,521

Company
Computer Development
software costs Totals
£    £    £   
COST
At 1 January 2025 188,663 311,643 500,306
Additions 4,800 148,921 153,721
At 31 December 2025 193,463 460,564 654,027
AMORTISATION
At 1 January 2025 48,791 - 48,791
Amortisation for year 18,596 - 18,596
At 31 December 2025 67,387 - 67,387
NET BOOK VALUE
At 31 December 2025 126,076 460,564 586,640
At 31 December 2024 139,872 311,643 451,515

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Long and Computer
leasehold fittings equipment Totals
£    £    £    £   
COST
At 1 January 2025 43,100 54,632 406,460 504,192
Additions - 1,780 150,312 152,092
Disposals - - (999 ) (999 )
Exchange differences - (1,307 ) (7,956 ) (9,263 )
At 31 December 2025 43,100 55,105 547,817 646,022
DEPRECIATION
At 1 January 2025 43,100 45,513 352,692 441,305
Charge for year - 2,416 49,461 51,877
Eliminated on disposal - - (999 ) (999 )
Exchange differences - (727 ) (7,330 ) (8,057 )
At 31 December 2025 43,100 47,202 393,824 484,126
NET BOOK VALUE
At 31 December 2025 - 7,903 153,993 161,896
At 31 December 2024 - 9,119 53,768 62,887

Company
Fixtures
Long and Computer
leasehold fittings equipment Totals
£    £    £    £   
COST
At 1 January 2025 43,100 33,039 255,750 331,889
Additions - - 142,793 142,793
Disposals - - (999 ) (999 )
At 31 December 2025 43,100 33,039 397,544 473,683
DEPRECIATION
At 1 January 2025 43,100 32,500 211,521 287,121
Charge for year - 174 42,082 42,256
Eliminated on disposal - - (999 ) (999 )
At 31 December 2025 43,100 32,674 252,604 328,378
NET BOOK VALUE
At 31 December 2025 - 365 144,940 145,305
At 31 December 2024 - 539 44,229 44,768

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

12. FIXED ASSET INVESTMENTS

Company
Unlisted
investments
£   
COST
At 1 January 2025
and 31 December 2025 172,368
NET BOOK VALUE
At 31 December 2025 172,368
At 31 December 2024 172,368

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Talentful Inc
Registered office: 3rd Floor 65-67 Greene Street New York 10012, USA
Nature of business: Human resources provision and management
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 4,282,320 3,911,847
Profit for the year 3,681,019 531,679

Talentful Gmbh
Registered office: 4th Floor Gubener Str. 47 Berlin 10243, Germany
Nature of business: Human resources provision and management
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 74,169 88,914
Loss for the year (19,267 ) (75,448 )

Talentful Canada Inc
Registered office: 167-169 Great Portland Street, London, England, W1W 5PF
Nature of business: Human resources provision and management
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves (123,576 ) (110,190 )
Loss for the year - (32,429 )

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

12. FIXED ASSET INVESTMENTS - continued

Higher HQ Ltd
Registered office: C/O SMB LLP, 87-91 Newman Street, London W1T 3EY
Nature of business: Human resources provision and management
%
Class of shares: holding
Ordinary 100.00
31.12.25 31.12.24
£    £   
Aggregate capital and reserves 147,396 143,074
Profit/(loss) for the year 4,322 (10,068 )


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade debtors 3,305,176 1,864,759 566,590 857,413
Amounts owed by group undertakings - - 1,740,266 688,783
Other debtors 484,320 572,976 291,873 292,849
Directors' loan accounts 242,923 127,265 22 22
4,032,419 2,565,000 2,598,751 1,839,067

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Bank loans and overdrafts (see note 16) 174 8,005 174 200
Trade creditors 152,456 103,395 138,695 87,638
Amounts owed to group undertakings - - 238,739 1,645,876
Tax 1,097,867 620,725 36,166 455,053
Social security and other taxes 505,094 303,627 225,791 161,903
VAT 282,257 388,132 285,136 389,355
Other creditors 856,430 486,149 223,873 216,481
Directors' loan accounts - - 14,897 8,624
Accruals and deferred income 667,199 701,601 200,836 276,083
3,561,477 2,611,634 1,364,307 3,241,213

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

Group Company
2025 2024 2025 2024
£    £    £    £   
Other creditors - 172,073 - 172,073

TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

16. LOANS

An analysis of the maturity of loans is given below:

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts falling due within one year or on demand:
Bank overdrafts 174 8,005 174 200

17. CALLED UP SHARE CAPITAL

Alloted, issued and fully paid:

Number: Class: Nominal 2025 2024
Value: £ £
876,500 Ordinary £0.0001 87.65 87.65
10,000 Ordinary A £0.0001 1 1
10,000 Ordinary B £0.0001 1 1
90,000 Ordinary C £0.0001 9 9
123,500 Ordinary D £0.0001 12.35 12.35

18. RESERVES

Group
Foreign
Retained exchange Other
earnings reserve reserves Totals
£    £    £    £   

At 1 January 2025 5,392,273 (152,542 ) (274,664 ) 4,965,067
Profit for the year 3,764,428 3,764,428
Dividends (212,600 ) (212,600 )
Movement in year - (325,431 ) (1,066,656 ) (1,392,087 )
At 31 December 2025 8,944,101 (477,973 ) (1,341,320 ) 7,124,808

Company
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2025 1,378,457 (274,664 ) 1,103,793
Profit for the year 3,092,332 3,092,332
Dividends (212,600 ) (212,600 )
Movement in year - (1,066,656 ) (1,066,656 )
At 31 December 2025 4,258,189 (1,341,320 ) 2,916,869


TALENTFUL LTD (REGISTERED NUMBER: 09683024)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025

19. RELATED PARTY DISCLOSURES

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

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

As at the year end, there was an amount of £242,923 (2024: 127,265) owed from a director to Talentful Inc. There is no interest charged in respect of this amount. The amount due is unsecured.

20. PARENT GUARANTEE

In accordance with Section 479A of the Companies Act 2006, the parent company, Talentful Ltd, has provided a guarantee in respect of all liabilities outstanding at the end of the financial year for its subsidiary, Higher HQ Ltd (company number 14634504). As a result, Higher HQ Ltd has taken advantage of the exemption from audit of its financial statements for the year ended 31 December 2025 permitted under Section 479A of the Companies Act 2006.

Principal Details of the Subsidiary:

Name: Higher HQ Ltd
Company Number: 14634504
Registered Office: C/O Smb Llp, 87-91 Newman Street, London, W1T 3EY
Proportion of Ownership: 100%
Principal Activity: HR Recruitment and Management

Talentful Ltd has guaranteed all outstanding liabilities to which Higher HQ Ltd was subject at 31 December 2025 until they are satisfied in full, in accordance with section 479C of the Companies Act 2006. Higher HQ Ltd is therefore taking the exemption from audit available under section 479A of
the Companies Act 2006, subject to satisfaction of all applicable conditions.