REGISTERED NUMBER: 06767545 (England and Wales)

AXSIUM HUMAN CAPITAL SOLUTIONS LIMITED

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2026

Page

Company Information

1

Report of the Directors

2

Independent Auditors' Report

4

Statement of Income and Retained Earnings

7

Balance Sheet

8

Cash Flow Statement

9

Notes to the Financial Statements

10

DIRECTORS:

Mr D R Shaw

Mr R Clements

SECRETARY:

Mr R Clements

REGISTERED OFFICE:

Second Floor

34 Lime Street

London

EC3M 7AT

REGISTERED NUMBER:

06767545 (England and Wales)

AUDITORS:

Carston ETL

Statutory Auditor

Second Floor

34 Lime Street

London

EC3M 7AT

BANKERS:

Barclays Bank PLC

50 Pall Mall

London

SW1A 1QA

The directors present their report with the financial statements of the company for the year ended 30 June 2026.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of human resources consultancy.

REVIEW OF BUSINESS

The results for the year ended 30 June 2026 are shown on page 8. The company continued to trade in line with the expectations of the directors, and the directors believe that it is well placed to take advantage of any changes within its business sector.

DIVIDENDS

Dividend payable for the year ended 30 June 2026:- Nil (2025:- £750,000).

DIRECTORS

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

Mr D R Shaw

Mr R Clements

PRINCIPAL RISKS AND UNCERTAINTIES

The company uses various methods of working capital management. These include amounts due to and from Axsium Group Limited, a privately held company incorporated in Canada of which the company is a wholly-owned subsidiary, and also include trade debtors and creditors and smaller amounts due to third parties.

The existence of these methods exposes the company to a number of financial risks, the principal ones of which are liquidity risk and credit risk. There exists an exposure to currency risk as some trade debtor balances will be settled in currencies other than sterling, however the amount of these is minimal compared to the company's level of trading, hence it does not use derivative financial instruments to manage currency or interest rate costs and, as such, no hedge accounting is applied.

SMALL COMPANIES

The directors have taken advantage of the exemption available to small companies under section 414B of the Companies Act 2006 to not prepare a strategic report.

COMPANY'S POLICY ON THE PAYMENT OF CREDITORS

It is the company's policy to accept suppliers' standard terms of payment and abide by them. In the absence of terms proposed by suppliers it is the company's policy to settle outstanding liabilities as early as possible. The amount of trade creditors as at 30 June 2026 was equivalent to 10 days of trade purchases (2025 - 4 days).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 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 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, Carston ETL, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr R Clements - Director

22 September 2026

Opinion

We have audited the financial statements of Axsium Human Capital Solutions Limited (the 'company') for the year ended 30 June 2026 which comprise the Statement of Income and Retained Earnings, Balance Sheet, Cash Flow Statement and 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 company's affairs as at 30 June 2026 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 Report of the Directors, but does not include the financial statements and our Auditors' 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, 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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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 an Auditors' 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.

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management with the oversight of the Directors.

Based on our understanding of the Company and industry, discussions with management and directors we identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

Our audit procedures included:

- completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;

- enquiry of management about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

- examining supporting documents for all material balances, transactions and disclosures;

- enquiry of management, about litigation and claims and inspection of relevant correspondence;

- analytical procedures to identify any unusual or unexpected relationships;

- specific audit testing on and review of areas that could be subject to management override of controls and potential bias, most notably around the key judgments and estimates, including the carrying value of accruals, provisions, investments, recoverability of trade debtors and revenue recognition;

- considering management override of controls outside of the normal operating cycles including testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal course of business.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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 Auditors' 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 Auditors' 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.

Richard Hogg (Senior Statutory Auditor)

for and on behalf of Carston ETL

Statutory Auditor

Second Floor

34 Lime Street

London

EC3M 7AT

22 September 2026

TURNOVER

4

4,651,701

2,971,306

Cost of sales

(2,276,004

)

(1,451,786

)

GROSS PROFIT

2,375,697

1,519,520

Administrative expenses

(1,299,532

)

(1,056,619

)

1,076,165

462,901

Other operating income

-

6,238

OPERATING PROFIT

7

1,076,165

469,139

Interest receivable and similar income

-

101

1,076,165

469,240

Interest payable and similar expenses

8

(121

)

(5,662

)

PROFIT BEFORE TAXATION

1,076,044

463,578

Tax on profit

9

(270,515

)

(120,579

)

PROFIT FOR THE FINANCIAL YEAR

805,529

342,999

Retained earnings at beginning of year

1,140,143

1,547,144

Dividends

10

-

(750,000

)

RETAINED EARNINGS AT END OF YEAR

1,945,672

1,140,143

FIXED ASSETS

Tangible assets

11

19,060

18,719

CURRENT ASSETS

Debtors

12

2,515,048

1,363,454

Cash at bank

424,373

736,129

2,939,421

2,099,583

CREDITORS

Amounts falling due within one year

13

1,007,943

973,379

NET CURRENT ASSETS

1,931,478

1,126,204

TOTAL ASSETS LESS CURRENT LIABILITIES

1,950,538

1,144,923

PROVISIONS FOR LIABILITIES

16

4,766

4,680

NET ASSETS

1,945,772

1,140,243

CAPITAL AND RESERVES

Called up share capital

17

100

100

Retained earnings

18

1,945,672

1,140,143

SHAREHOLDERS' FUNDS

1,945,772

1,140,243

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2026 and were signed on its behalf by:

Mr D R Shaw - Director

Cash flows from operating activities

Cash generated from operations

22

(46,224

)

1,312,989

Interest paid

(121

)

(5,662

)

Tax paid

(258,142

)

(37,811

)

Net cash from operating activities

(304,487

)

1,269,516

Cash flows from investing activities

Purchase of tangible fixed assets

(7,434

)

(17,159

)

Interest received

-

101

Net cash from investing activities

(7,434

)

(17,058

)

Cash flows from financing activities

Equity dividends paid

-

(750,000

)

Net cash from financing activities

-

(750,000

)

(Decrease)/increase in cash and cash equivalents

(311,921

)

502,458

Cash and cash equivalents at beginning of year

23

736,129

233,671

Cash and cash equivalents at end of year

23

424,208

736,129

1.	COMPANY INFORMATION

Axsium Human Capital Solutions Limited is a company incorporated in England & Wales under the Companies Act. The address of the registered office is given on page 1 and the nature of the company's operations and its principal activities are set out in the report of the directors. The financial statements have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland.

2.	STATUTORY INFORMATION

Axsium Human Capital Solutions Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

3.	ACCOUNTING POLICIES

General information and basis of accounting

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.

The financial statements are presented in Pound Sterling (£) rounded to the nearest £. Pound Sterling is the functional currency of the company because that is the currency of the primary economic environment in which the company operates.

Significant judgements and estimates

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are addressed below.

(a) Useful economic lives of assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets.

(b) Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Turnover

Turnover represents net sales of services, excluding value added tax. Services provided but which had not been billed at the balance sheet date have been recognised as revenue. Revenue recognition in this manner is based on the assessment of the fair value of the services provided at the balance sheet date where there exists an agreed right to receive consideration for work undertaken.

Tangible fixed assets

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

Plant and machinery etc. - 25% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Foreign currencies

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2026

2025

£

£

United Kingdom

1,241,126

1,753,626

Europe

1,193,140

765,511

Asia

148,907

3,564

North America

1,753,737

448,605

Africa

314,791

-

4,651,701

2,971,306

5.	EMPLOYEES AND DIRECTORS

2026

2025

£

£

Wages and salaries

1,583,857

1,188,923

Social security costs

216,525

157,089

Other pension costs

156,625

126,574

1,957,007

1,472,586

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

2026

2025

Administrative

2

2

Consultants

17

14

19

16

6.	DIRECTORS' EMOLUMENTS

2026

2025

£

£

Directors' remuneration

-

-

7.	OPERATING PROFIT

The operating profit is stated after charging:

2026

2025

£

£

Depreciation - owned assets

7,093

8,793

Loss on disposal of fixed assets

-

145

Audit fee

15,000

4,000

Foreign exchange differences

2,097

5,717

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2026

2025

£

£

Bank interest

121

7

Interest on overdue tax

-

5,655

121

5,662

9.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2026

2025

£

£

Current tax:

UK corporation tax

270,430

116,164

Deferred tax:

Timing differences

85

4,415

Tax on profit

270,515

120,579

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2026

2025

£

£

Profit before tax

1,076,044

463,578

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2025 - 25%)

269,011

115,895

Effects of:

Expenses not deductible for tax purposes

1,760

4,559

Capital allowances in excess of depreciation

(341

)

(4,290

)

Deferred tax movement

85

4,415

Total tax charge

270,515

120,579

10.

DIVIDENDS

2026

2025

£

£

Final

-

750,000

11.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 July 2025

59,904

Additions

7,434

At 30 June 2026

67,338

DEPRECIATION

At 1 July 2025

41,185

Charge for year

7,093

At 30 June 2026

48,278

NET BOOK VALUE

At 30 June 2026

19,060

At 30 June 2025

18,719

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade debtors

1,402,710

722,902

Amounts owed by group undertakings

1,052,911

632,694

Prepayments and accrued income

59,427

7,858

2,515,048

1,363,454

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Bank loans and overdrafts (see note 14)

165

-

Trade creditors

70,080

13,913

Corporation tax

120,679

108,391

PAYE and NIC taxes

44,888

41,040

VAT

36,612

114,629

Other creditors

13,270

11,810

Accruals and deferred income

722,249

683,596

1,007,943

973,379

14.

LOANS

An analysis of the maturity of loans is given below:

2026

2025

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

165

-

15.	FINANCIAL INSTRUMENTS

The carrying value of the company's financial assets and liabilities are summarised below:

Financial Assets

2026

2025

£

£

Measured at undiscounted amounts receivable

Trade debtors (note 11)

1,402,710

722,902

Cash at bank

410,937

736,129

Amounts owed from group undertakings (note 11)

1,052,911

632,694

2,866,559

2,091,725

Financial Liabilities

2026

2025

£

£

Measured at undiscounted amounts payable

Trade creditors (note 12)

62,017

13,913

Other creditors (note 12)

36,612

126,439

Accruals (note 12)

205,414

181,363

304,043

321,715

16.	PROVISIONS FOR LIABILITIES

2026

2025

£

£

Deferred tax

4,766

4,680

Deferred tax

£

Balance at 1 July 2025

4,680

Charge to Statement of Comprehensive Income during year

86

Balance at 30 June 2026

4,766

The provisions for liabilities is wholly a deferred tax liability recognised in respect of timing differences arising from capital allowances claimed in excess of depreciation.

17.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

1

Ordinary

£100

100

100

18.

RESERVES

Retained

earnings

£

At 1 July 2025

1,140,143

Profit for the year

805,529

At 30 June 2026

1,945,672

Retained earnings include all profits and losses of current and prior periods, less any dividends paid to shareholders.

19.	PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the entity to the fund and amounted to £156,625 (2025 - £128,645). Contributions totalling £13,270 (2025 - £11,539) were payable to the fund at the balance sheet date and are included in creditors.

20.	ULTIMATE PARENT COMPANY AND CONTROLLING PARTY

The largest group in which the results of the Company are consolidated is that headed by Axsium Group Limited incorporated in Canada. Copies of the consolidated financial statements Axsium Group Limited are available from:

10 Four Seasons Place, Suite 1000

Etobicoke

ON M9B 6H7

Canada

21.	RELATED PARTY DISCLOSURES

Included in debtors at the balance sheet date is a loan balance of £1,052,911 (2025 - £632,694) due to the company by Axsium Group Limited, the current parent company of Axsium Human Capital Solutions Limited, an entity incorporated in Canada.

During the year the company received consultancy services for consideration totalling £1,292,480 (2025 - £754,471) from Axsium Group Limited and provided consultancy services to Axsium Group Limited totalling £103,840 (2025 - £84,885).

Dividend payable to Axsium Group Limited for the year ended 30 June 2026:Nil (2025 - £750,000).

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

2026

2025

£

£

Profit before taxation

1,076,044

463,578

Depreciation charges

7,093

8,793

Loss on disposal of fixed assets

-

145

Finance costs

121

5,662

Finance income

-

(101

)

1,083,258

478,077

(Increase)/decrease in trade and other debtors

(1,151,593

)

530,660

Increase in trade and other creditors

22,111

304,252

Cash generated from operations

(46,224

)

1,312,989