The directors present the strategic report for the year ended 31 March 2025.

The company continued to be that of a holding company during the year. The group continued to provide staffing for global events in the UK, USA and Europe.

The group incurred an operating profit for the year to 31 March 2025 of £1,325,632 (2024: loss £2,422,725) on turnover of £31,407,365 (2024: £18,755,012). Gross profit increased by 62.7% to £10,085,058 (2024: £6,197,359) during the year.

The improvements in the financial results of the business were derived in the main from the successful work the group carried out at the Summer Olympic Games in Paris 2024.

The directors consider the principal risks facing the company and group result from the loss of significant customers, competitor activity, maintaining operational efficiency and the availability and price of labour in relevant locations. The group continues to take sufficient action to mitigate its exposure to such risks as far as it is reasonably possible through regular communications and forecasting with suppliers, customers and employees.

The directors consider sustainability as both a responsibility and an opportunity. The company and group are clear about environmental responsibility and the health and safety of employees. The focus on sustainability has made the directors aware of many opportunities - for the environment, for employees and for society at large and the group currently holds the Ecovadis silver certification and are working towards gold.

The key performance indicators set out below are those considered by the directors to be the most relevant measures in assessing the performance and development of the group:

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company was that of a holding company. The principal activities of the group continued to be that of the provision staffing resources for global events. A detailed review of the business is included in the Strategic Report.

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £473,750. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company and group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

The company and group is exposed to changes in interest rates. These changes would affect the interest paid on borrowings and on interest generated on cash balances. This is managed through management closely monitoring the market and preparing cash flow forecasts.

The company and group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The group undertakes research and development activity in respect of software that the group utilizes for business activities.

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

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

There are no future developments that the directors believe should be disclosed in the financial statements.

The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible 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 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 group and company, 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Qualified opinion on financial statements

We have audited the financial statements of Elevate Staffing Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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, except for the effects of the matter described in the basis for qualified opinion paragraph, the financial statements:

• give a true and fair view of the state of the groups's and the parent company's affairs as at 31 March 2025 and of the group's profits 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 qualified opinion

We were unable to obtain sufficient appropriate audit evidence regarding management fees receivable included in the company's results amounting to £473,750 in the current year and £457,810 in the comparative year. These balances are eliminated on consolidation and are therefore not included in the group figures.

Consequently, we have been unable to determine whether any adjustments are required to these amounts.

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 are independent of the group and parent 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 qualified opinion.

Material uncertainty relating to going concern

We draw attention to note 1.3 in the financial statements, which indicates that, whilst the group incurred a profit during the year ended 31 March 2025, as of that date the group had net current liabilities of £7,202,686. The company and group is dependent on a sale of the group going ahead to provide sufficient cash flow to the group. If a sale is not achieved then the company and group would be dependent on existing loan terms being renegotiated successfully. As stated in note 1.3, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company and group's ability 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the management fees receivable included within the company's results, amounting to £473,750 in the current year and £457,810 in the comparative year. We have concluded that where the other information relates to these or related balances, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matters described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year 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.

Except for the matter described in the basis for qualified opinion section of our report, 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 directors’ report.

Arising solely from the limitation on the scope of our work relating to the company management fees receivable, referred to above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records had been kept by the company or group.

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:

• 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.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

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.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• Obtaining an understanding of the legal and regulatory framework that the company and group operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

• Obtaining an understanding of the company and group's policies and procedures on fraud risks, including

knowledge of any actual, suspected or alleged fraud; and

• Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company, group and our sector-specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: employment law and compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

• Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Reviewing minutes of meetings of the board and senior management;

• Challenging assumptions and judgements made by management in their significant accounting estimates; and

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £535,012 (2024 - £325,852 profit).

Elevate Staffing Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, 27-33 Bethnal Green Road, London, E1 6LA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The consolidated financial statements incorporate those of Elevate Staffing Group Limited and its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). All financial statements are made up to 31 March 2025. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

The company's subsidiary, Be Found US, has been excluded from the consolidated figures on the ground of immateriality to the group.

The directors have prepared the financial statements on a going concern basis. During the year, the group generated a profit but, at the reporting date, had net current liabilities of £7,202,686. However, as disclosed in note 25, the loan of £5,481,030, recorded within other borrowings at 31 March 2025, converted into preference shares post-year end.

The directors have a reasonable expectation that the group will be profitable moving forward given several significant contracts in the pipeline and the potential for cost reductions across the group to ensure the future sustainability. In assessing the company and group’s ability to continue as a going concern, the directors have considered its current financial position, forecast future cash flows and the financial support available to the group.

The company and group is being marketed for sale and has received a formal offer. If this sale does not proceed then an alternative sale will be completed to an entity that has provided additional funding post-year end. The going concern status of the company and group is dependent on either a sale being completed to provide sufficient cash resource to the company, or for the £1.5million loan obtained post year-end to have its payment terms renegotiated. The director's are confident that a sale will go ahead. However, the company and group's reliance on a sale occurring, or loan terms being successfully renegotiated, represent a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably

committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The intercompany loan impairment and provisions have not been eliminated on consolidation as the group entity is not included within the consolidated financial statements as it is immaterial to the group. Accordingly, the balance represents an amount due from an entity outside the consolidated group and remains recognised at group level.

In a previous year, the group identified a fraud committed by an employee, the associated costs of which were disclosed as an exceptional item. During the current year, the group received insurance proceeds in respect of losses arising from the fraud. These proceeds have been recognised as an exceptional item and are included above.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual (credit)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 March 2025 are as follows:

Be Found Talent Limited was exempt from the requirement for its financial statements to be audited. The entity was considered immaterial to the group for the year under audit and was subsequently dissolved on 21 October 2025.

Amounts owed by group undertakings relate to amounts due from Be Found US which has not been consolidated into these financial statements as it is immaterial to the group.

The bank loan is secured by way of fixed and floating charge over the assets of Elevate Staffing Limited. Interest is charged on this loan at a fixed rate of 2.5% per annum.

Included within other borrowings is a loan of £5,481,030 (2024 - £nil) from JMMK Investments Limited. There is no interest payable on the loan. The facility is secured by way of fixed and floating charges over the assets of the group. Also included in other borrowings is FSW funding facility. At the year-end date the company had drawn down funds of £165,920 (2024 - £328,524) on this facility. The maximum facility is $2,000,000, APR is charged at 8.5% and is repayable within 60 days of drawdown.

In the comparative period, the group had a funding circle loan in place that was included in other borrowings. This loan had an interest rate of 3.9% and was unsecured. This was repaid in full during the year.

The group has a revolving credit facility in place to cover working capital and liquidity commitments. At the reporting date the group had drawn down £Nil (2024 - £417,452) on this facility. The facility is unsecured.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

On 26 September 2024, the company issued 428,572 I Ordinary Shares at £0.05 each.

On 26 September 2024 the company redesignated shares as follows:

- 6,802 E Ordinary Shares of £0.05 each were redesignated into 6,802 B Ordinary Shares of £0.05 each

- 900 E Ordinary Shares of £0.05 each were redesignated into 900 H Ordinary Shares of £0.05 each

- 2,900 G Ordinary Shares of £0.05 each were redesignated into 2,900 H Ordinary Shares of £0.05 each

- 1,500 E Ordinary Shares of £0.05 each were redesignated into 1,500 D Ordinary Shares of £0.05 each

- 12,270 F Ordinary Shares of £0.05 each were redesignated into 12,270 D Ordinary Shares of £0.05 each

- 600 G Ordinary Shares of £0.05 each were redesignated into 600 D Shares of £0.05 each

- 798 E Ordinary Shares of £0.05 each were redesignated into 798 A Ordinary Shares of £0.05 each

- 2,730 F Ordinary Shares of £0.05 each were redesignated into 2,730 A Ordinary Shares of £0.05 each.

- 21,500 G Ordinary Shares of £0.05 each were redesignated into 21,500 A Ordinary Shares of £0.05 each.

Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights.

Other reserve

The other reserve represents a merger reserve arising on group reorganisations and acquisitions of wholly owned subsidiaries.

Profit and loss reserves represent cumulative profit and loss net of distribution to owners.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 20 August 2025, the group entered into an invoice financing facility with Sonovate Limited for a

minimum term of 12 months. This facility allows draw down of 50% of the balance to a maximum of £500,000

and incurs interest of 6.5%.

On 5 November 2025, Elevate Staffing SAS entered into formal liquidation proceedings. The liquidation represents the formal process of winding up the company and settling its outstanding assets and liabilities.

On 19 December 2025, the loan included within other borrowings was settled through the issue of preference

shares in the company to a related party, JMMK Investments Limited.

On 30 June 2026, the group received funding of £1,000,000 from a related party, Human Network Ltd. A further £500,000 was received on 14 July 2026. As a condition of the funding, shares in the company were transferred to JMMK Investments Limited, which consequently became the sole shareholder of Elevate Staffing Group Limited.

Company

There were no related party transactions during the current or comparative period.

Group

During the year the group obtained a loan of £5,481,030 (2024: £nil) from an entity that is under the control of one of the directors of the group. See note 19 for further details.

At the reporting date the group owed £150,146 (2024: £83,281) to an entity that is under the control of one the shareholders of the group.

During the year, the group received loans from its directors amounting to £500,000 (2024: £Nil). Interest is charged on the loans at a rate of 2.25%. At the reporting date, the amount owed to the directors was £249,000 (2024: £Nil).

The ultimate controlling party is JMMK Investments Limited.

During the year, it was identified that amortisation had previously been charged on certain intangible assets before the assets were available for use. As a result, amortisation recognised in prior periods was overstated. A prior period adjustment has therefore been recognised to reverse the amortisation incorrectly charged and to restate the carrying value of the intangible assets and the corresponding comparative amounts in the financial statements. The effect of this adjustment is to increase increase profit and loss reserves and the carrying value of intangible assets by £550,392 as at 31 March 2024.