The directors, in compliance with s414C of the Companies Act 2006, present their Strategic Report on the Company for the financial year ended 31 January 2026.

During the year, the Company continued to pursue its principal business activity of the provision of recruitment services, the majority of which occurs in the UK.

During the year, the Company incurred restructuring costs of £2,983k to improve efficiencies in organisational structure.

Results from continuing trading operations show revenue of £203m (2025: £249m) and a gross profit of £17m (2025: £19m) as market conditions for hiring remained challenging due to global uncertainty..

Results from continuing trading operations before exceptional items show a loss of £121k (2025: £955k) as a disciplined approach to cost management helped offset the decline in gross profit. The results from continuing operations show a pre-tax profit on ordinary activities for the financial year of £3,332k (2025: £774k) and a profit after tax on ordinary activities for the financial year of £3,224k (2025: £516k).

The directors consider the results for the financial year to be satisfactory based on current economic circumstances.

The principal risks and uncertainties of Harvey Nash Limited, are discussed on page 2 of the Group’s Annual Report which does not form part of this report. Copies of the group financial statements can be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

"Group" being the group of entities headed by Nash Squared Holdings Limited which includes the Company.

The directors of Nash Squared Holdings Limited, the Company's immediate parent undertaking manage the group’s operations on a divisional basis. For this reason, the Company’s directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of Harvey Nash Limited. However, for the purpose of understanding the business as a statutory entity, the revenue, gross profit and debtors days of the business are the primary KPIs used.

Debtor days are defined as the average number of days required for Harvey Nash Limited to receive payment from our customers.

Throughout the strategic and directors report, we provide examples of how we:

• Take into account the likely consequences of long-term decisions

• Build relationships with stakeholders

• Engage with employees and promote diversity

• Understand the importance of finding ways of reducing our environmental impact and be a considerate member of local communities

• Attribute importance to behaving as a responsible business.

The board acknowledges Section 172 (1) of the UK Companies Act 2006, and its duty to promote the success of the Company.

A director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so has regard (amongst other matters) to:

• the likely consequences of any decision in the long term

• the interests of the company’s employees

• the need to foster the company’s business relationships with suppliers, customers and others

• the impact of the company’s operations on the community and the environment

• the desirability of the company maintaining a reputation for high standards of business conduct

• the need to act fairly between members of the company

The board takes these obligations seriously and the directors are aware of their ongoing duties to act for the benefit of its customers, investors and staff. The following section provides examples of how the company directors meet their duties to all stakeholders.

The Nash Squared Group adheres to a Group risk policy and framework that was developed based around the principles of ISO31000. Risk registers are maintained across the organisation and changes are included in Regional Board Reports. A Summary Group risk register is maintained and presented to the Board for review & consideration on a Quarterly basis. The board is made aware of imminent and high risks, as soon as is practicable.

The Chief People Officer, appointed to the Executive Committee, takes responsibility for the Group's people strategy with a focus on attracting, recruiting, developing and retaining the best talent to enable Nash Squared to build a fit for future organisation that achieves sustainable and profitable growth. This strategy is supported by a connected people team to deliver key strategic actions. Key initiatives include a Global Diversity & Inclusion Council along with four employee resource groups and a wellbeing hub for colleagues, candidates and clients. Alongside this there has been investment in talent and development through our Talent Framework, talent development programmes, global mentoring programme and the implementation of a learning management system (LMS). We have invested further in Learning & Development with new L&D roles and the development of career pathways which support our colleagues to have a rewarding career with us.

The launch of a Global engagement platform has given our colleagues a voice by fostering a culture of open feedback and actions. The bi-annual Global engagement survey results are presented at senior leadership and board level to discuss findings, review recommendations and agree action plans. To support this Leaders across the business have put in place engagement ambassadors who help us to act upon the feedback from our colleagues. Our ‘Ask Simon’ tool, a platform that gives colleagues from across the globe the opportunity to directly raise concerns or ask questions on the wider business strategy with Simon Crichton our CEO, has been widely used. In conjunction with this, global strategy updates for all colleagues are held each quarter along with a Global People Update Newsletter. These updates give an opportunity to relay decisions made based on colleague feedback, communicate strategy and its impact on colleagues in addition to sharing updates on wider economic factors affecting Harvey Nash Limited.

Business relationships and supply chain

The board is aware of the necessity of maintaining a clean supply chain, free of exploited labour. Havey Nash Limited adheres to a supplier code of conduct that integrate with its key policies, including its Modern Slavery, Human Trafficking (MSHT) and carbon reduction strategy.

We have proactive sales and account management teams who are in frequent and regular communication with our customers. We seek regular feedback from customers. Throughout project delivery, our operational and delivery teams engage regularly with customers to ensure the success and effectiveness of projects. New suppliers go through a detailed onboarding process to ensure expectations are aligned between both parties.

The directors encourage all representatives of Havey Nash Limited to build and maintain strong business relationships with both customers and suppliers. This continued engagement with customers and suppliers contributes to the current and continued success of Havey Nash Limited.

Community and environment

The board is conscious that the business should have a low impact on the environment in which it operates, particularly in terms of energy consumption and business travel. As an organisation, we take climate change seriously. Our environmental strategy aims to reduce our carbon footprint and follows industry best practice on environmental, social and governance (‘ESG’) principles. Nash Squared’s operations, being services, are inherently less damaging to the environment than other business sectors. However, the board recognises that the business must minimise its impact on the environment and utilises recommendations from the Carbon Trust to reduce the organisation’s carbon footprint.

At Harvey Nash Limited we are focused on delivering a positive social impact through our actions to support our employees, the work we do with clients every day and through our actions with local communities. As a global employer we believe in supporting communities within the regions we operate and we do this through initiatives which help to deliver sustainable employment, mentoring, volunteering and fundraising. We actively encourage our colleagues to identify opportunities to support local charities and not-for-profits via volunteering or fundraising.

Energy and carbon reporting and actions

The energy and carbon reporting of Nash Squared Holdings Limited, of which the Company is a subsidiary, is discussed in the Group’s Annual Report which does not form part of this report. Copies of the group financial statements can be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

Future outlook

The Company's strategy leaves it well placed to continue making progress, delivering further value to investors and stakeholders through continued focus on the technology market, our broad portfolio of services and the geographic diversity of the Group.

The future development, performance and position of Nash Squared Holdings Limited, which includes the Company, is discussed in the Group’s Annual Report which does not form part of this report.

On behalf of the board

The directors present their annual report and audited financial statements for the year ended 31 January 2026.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office throughout the financial year and up to the date of this report were as follows:

Insurance has been taken out by the Company (as permitted by Section 236 of the Companies Act 2006) for its directors and officers against liabilities in relation to the Company. The insurance is a qualifying third party indemnity provision which was in force throughout the last financial year and is currently in force. There are no outstanding claims or provisions at the balance sheet date.

The Company’s principal financial instruments are overdrafts and cash, which include lending and borrowing to and from other group companies. The Company has other financial instruments such as trade debtors and trade creditors that arise directly from its operations. Working capital finance for day-to-day requirements is provided through operating cash generation, invoice discount facilities, intercompany funding and small short-term overdraft facilities.

The Company’s interest risk management is undertaken at group level. It is the group’s policy to charge interest on intergroup funding at the transfer pricing rate.

The Company’s policy is to minimise foreign currency risk. The currency risk of holding assets and liabilities in foreign currencies across the Company is managed by partially matching foreign currency assets with foreign currency liabilities.

The Company has no significant concentration of credit risk. It has policies in place to ensure that sales of services are made to customers with an appropriate credit history.

Details of future developments can be found in the strategic report and form part of this report by cross-reference.

Going concern

The directors of Nash Squared Holdings Limited have signed a letter of support stating its intention to provide continued support to Harvey Nash Limited to enable it to meet its outstanding liabilities as they fall due for a period of at least 12 months following the approval of these financial statements.

The going concern assessment of Nash Squared Holdings Limited, of which the Company is a subsidiary, is discussed on page 7 of the Group’s Annual Report which does not form part of this report. Copies of the group financial statements can be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

The directors have considered the current and forecast levels of trading of the Company, taking into account the going concern assessment carried out by the directors of Nash Squared Holdings Limited, the continued support by provided by Nash Squared Holdings Limited and have concluded that the going concern basis of preparation remains appropriate.

Each of the persons who is a Director at the date of approval of this report confirms that:

• so far as the Director is aware, there is no relevant audit information (as defined by section 418 of the Companies Act 2006) of which the Company's auditor is unaware; and

• the Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

The auditor will be proposed for appointment at the forthcoming Annual General Meeting.

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 adopted international accounting standards. The financial statements also comply with the United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 “Reduced Disclosure Framework”.

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 the Company financial statements, the directors are required to:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

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

• make an assessment of the company’s ability to continue as a going concern.

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.

We have audited the financial statements of Harvey Nash Limited (the ‘company’) for the year ended 31 January 2026 which comprise the income statement, statement of comprehensive income, statement of financial position and statement of changes in equity and the notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (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 31 January 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 Auditor’s 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 other information comprises the information included in the annual financial statements, 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.

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 our audittrue:

• 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

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

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

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors’ responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

We obtained an understanding of the Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations and of the Company’s policies and procedures regarding compliance. We also drew on our existing understanding of the Company’s industry and regulation.

We understand that the Company complies with the framework through updating written policies and procedures as legal and regulatory requirements change.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements and which are central to the Company’s ability to conduct its business and where failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:

• The Companies Act 2006 and Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs) in respect of the preparation and presentation of the financial statements;

• Right to work legislation (Immigration, Asylum and Nationality Act 2006 (the 2006 Act), section 24B of the Immigration Act 1971, and Schedule 6 of the Immigration Act 2016);

• The Employment Rights Act -1996; and

• The Employment Agency Act – 1973.

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

• We enquired with the Company’s management as to the existence of litigation and no material items were identified;

• We obtained written management representations regarding disclosure of any non-compliance with laws and regulations;

• We reviewed board minutes of the Company to identify if there were any litigation or claims being discussed that had not been disclosed to us by management;

• We undertook specific testing in relation to right to work legislation, selecting a sample of employees and confirming that checks had taken place; and

• We reviewed legal expenses for evidence of non-compliance with laws and regulations.

The senior statutory auditor led a discussion with members of the engagement team regarding the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur.

The areas identified in this discussion were:

• Management override of controls leading to manipulation of the financial statements, particularly via journal entries;

• Revenue recognition, specifically revenue cut-off; and

• Valuation of investments in subsidiaries and intercompany balances.

The procedures that we carried out in order to gain evidence in the above area included:

• Testing of journal entries, including selecting a sample of journals on risk-based criteria and reviewing these for evidence of management override;

• Challenging management regarding the assumptions used in material accounting estimates;

• Assessing the design and implementation and operating effectiveness of relevant controls as well as performing substantive testing to address the risk of revenue cut-off; and

• Reviewing management’s impairment assessment, testing allocation of cash generating units, developing an auditor’s point estimate for the valuation of goodwill.

The senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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.

The notes on pages 15 to 31 form part of these financial statements.

Harvey Nash Limited ('the Company') is a private company limited by shares incorporated in the Great Britain and registered in England and Wales. The registered office is 10 Throgmorton Avenue, 2nd Floor, London, EC2N 2DL. The Company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are presented in Pounds, which is the currency of the primary economic environment

in which the Company operates (its functional currency). Monetary amounts in these financial statements are rounded to the nearest £'000.

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

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation of a cash flow statement, standards not yet effective, impairment of assets and related party transactions.

The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the Company as an individual entity and not about its group.

The results of the Company are included in the consolidated financial statements of Nash Squared Holdings Limited which are available from 10 Throgmorton Avenue, 2nd Floor, London, EC2N 2DL.

The directors of Nash Squared Holdings Limited have signed a letter of support stating its intention to provide continued support to Harvey Nash Limited to enable it to meet its outstanding liabilities as they fall due for a period of at least 12 months following the approval of these financial statements.true

The going concern assessment of Nash Squared Holdings Limited, of which the Company is a subsidiary, is discussed on page 21 of the Group’s Annual Report which does not form part of this report. Copies of the group financial statements can be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

The directors have considered the current and forecast levels of trading of the Company, taking into account the going concern assessment carried out by the directors of Nash Squared Holdings Limited, the continued support by provided by Nash Squared Holdings Limited and have concluded that the going concern basis of preparation remains appropriate.

As set out in IFRS 15, revenue is measured at the fair value of the consideration received or receivable for the supply of services, net of value-added tax, rebates and discounts.

The Company derives its revenue in the contract services business on a time and materials basis. It is recognised as services are rendered as validated by receipt of a client approved timesheet or equivalent. For fixed price development work, revenue is recognised on the percentage completion basis, using pre-specified milestones or a client sign off to trigger invoices and the estimate of profit. For contingency permanent placements, normal policy is to recognise revenue on start date or on acceptance date with written agreement from the client.

Executive search and permanent placement fees are recognised as services are provided, typically in three stages: placement, shortlist and retainer fee.

Revenue anticipated, but not invoiced at the balance sheet date is accrued on the balance sheet as accrued income. Revenue invoiced but not earned at the balance sheet date is recorded as a liability as deferred income.

Royalty revenue and management fee revenue are recognised on an accrual basis in accordance with the substance of the relevant agreements. Both royalty revenue and management fee revenue are measured by reference to the underlying agreements. All management fee revenue will be classed as other income in the income statement.

The Company derives a significant proportion of its revenue from the provision of temporary workers to clients. Whether the full invoiced amount is recognised gross (inclusive of the costs of the temporary workers), or net (exclusive of costs of the workers) depends on whether the Company acts as principal or agent. The core principle is whether the good or service is controlled by the entity prior to delivery to the client. For the purposes of determining whether an entity acts as an agent or principal, IFRS 15 provides indicators of where control may exist. Significantly, these indicators do not include credit risk as an indicator that an entity is acting as a principal.

Where Harvey Nash Limited has the primary responsibility to deliver and fulfil the promise to provide contractors to the client, this indicates that the entity controls the service before it is transferred to the client. This includes the acceptability of the service meeting the client’s specifications. The Company is acting as principal. Revenue recognised is the gross amount billed to the client for the services of the temporary workers. This includes revenues from the placement of temporary contractors where Harvey Nash has a contract management services contract with the client.

Harvey Nash Limited acts as an agent when its primary responsibility is to provide administrative support to clients, acting as an intermediary between two parties. Harvey Nash does not control the service provided to the client as the primary responsibility to deliver the services to the client sits with a third party agency. Revenue is recognised as the commission only (exclusive of costs of the worker). There is no impact on cash flow or on gross profit, as there is an equal and opposite decrease to cost of sales.

Recruitment and assignment fees are considered as a performance obligation, delivered over time. When revenue is recognised over time, it is necessary to determine the entity’s performance towards satisfaction of the performance obligation. Revenue can therefore not be recognised until the entity has performed a service that will take it closer to fulfilling the performance obligation. Under IFRS15 revenue for permanent executive recruitment and assignment fees is based on a percentage of a candidate’s remuneration package recognised over time as the services are provided, typically in two stages: shortlist and placement fee. Provision is made for the expected cost of obligations where employees do not work for the specified contractual period.

Incremental costs incurred in obtaining a contract (such as sales commissions) are recognised as an asset and amortised over the life of the contract if they are expected to be recovered from the client. Given the short-term nature of the Company’s contracts, the Company elected to take the practical expedient offered under IFRS 15 for contracts less than 12 months, allowing commissions to be expensed as incurred.

Intangible assets which are acquired separately, or through a business combination, are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives (3-10 years). The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Any impairment is recognised immediately in profit or loss. Amortisation is included within administrative expenses.

Development costs are capitalised as an intangible asset if all of the requirements of IAS 38 ‘Intangible Assets’ are met. The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. The cost of property, plant and equipment is their purchase cost together with any incidental costs of acquisition.

Depreciation is calculated so as to write off the cost of the assets, less their estimated residual values, on a straight-line basis over the expected useful economic lives of the assets concerned. The principal annual rates used for this purpose are:

The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater. The gain or loss on disposal or retirement of an item of plant, property or equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in the income statement.

Investments held as fixed assets are shown at cost less provisions for impairment. Investments are reviewed for impairment annually or when there is an indicator of impairment.

At each balance sheet date, the Company reviews the carrying amount of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired through a change in circumstances.

An impairment loss is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount.

The recoverable amount is the higher of the asset’s fair value less costs of sale and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

Where an impairment subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the original carrying value prior to any impairment charges.

Financial assets are recognised on the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the Company’s contractual rights to the cash flows expire or the Company transfers substantially all the risks and rewards of the financial asset.

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables where the recognition of interest would be immaterial. For trade receivables, generally this results in recognition at nominal value less any allowance for doubtful debts.

IFRS 9 requires an expected credit loss model, rather than an incurred credit loss model to be applied. This requires the assessment of the expected credit loss on each class of financial asset at each reporting date. This assessment should take into consideration any changes in credit risk since the initial recognition of the financial asset. The main class of financial asset held by the Company are trade receivables, which are short-term in nature.

The expected loss provision is based on the Company’s expectation of future credit losses over the current receivables balance based on an analysis of the aging and sector of the receivable. These expectations are based upon known issues affecting specific debtors as well as a combination of historic and general forward-looking information on factors affecting the Company’s customers as a whole as well as an awareness of the economic conditions in the countries where the Company operates. These risk factors are considered both on initial recognition of the receivable and as part of the ongoing assessment.

Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

• When there is a breach of financial covenants by the debtor

• Information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).

Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

The directors of the Company have reviewed and assessed existing financial assets using reasonable and supportable information to determine credit risk and concluded that there is no material financial impact on the Company.

Financial liabilities are recognised on the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities are derecognised from the Company’s statement of financial position when the obligation specified in the contract is discharged, cancelled or expires. Financial liabilities are classified as either FVTPL or ‘other financial liabilities'.

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Ordinary shares are classified as equity. Where any company purchases the Company’s equity share capital (own shares), the consideration paid is deductible from equity attributable to the Company’s equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received is included in equity attributable to the Company’s equity holders.

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

Current taxation is applied to taxable profits at the rates ruling in the United Kingdom. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date.

A net deferred tax asset is recognised as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on an undiscounted basis.

For defined contribution schemes the amount charged to the income statement in respect of pension costs and other post-retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

Leases are recognised, measured and presented in line with IFRS 16 ‘Leases’.

Right-of-use assets are initially measured at cost, comprising the initial measurement of the lease liability, plus any initial direct costs less any lease incentives. Subsequently, right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and are adjusted for certain remeasurements of the lease liability. Depreciation is calculated on a straight-line basis over the length of the lease.

The lease liability is initially measured at the present value of lease payments, discounted using the Company’s incremental borrowing rate. The lease term comprises the non-cancellable period of the contract, together with periods covered by an option to extend the lease where the Company is reasonably certain to exercise that option.

Subsequently the lease liability is measured by increasing the carrying amount to reflect the interest on the lease liability and reducing it by the lease payments made. The lease liability is remeasured when the Company changes its assessment of whether it will exercise an extension or termination option.

Rentals payable for short-term leases, low value leases and leases which are not in scope for IFRS 16 are taken to the income statement on a straight-line basis over the lease term.

The financial statements are presented in pounds sterling, which is the currency of the primary economic environment in which the Company operates (its functional currency). Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange prevailing at the balance sheet date. An assessment of the Company’s intercompany funding arrangements is made each reporting period and the accounting treatment determined based on the nature of the agreements. Long-term intercompany receivables and loans are considered to be monetary in nature. Transactions in foreign currencies are translated into the Company’s local currency at the rate prevailing at the date of the transaction. Exchange differences on the retranslation of non-monetary assets and liabilities, opening net assets and results of overseas branch offices are dealt with through reserves.

The Company’s branch in Australia is consolidated into the Company’s financial statements and accordingly, exchange differences arising on this non-monetary asset are recognised in the statement of comprehensive income.

Exceptional items

Exceptional items are significant items that are presented separately on the face of the income statement due to their nature and/or size to assist in providing a better indication of the Company's underlying trading performance.

In the application of the Company’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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors consider there to be no critical judgements, apart from those involving estimations, which are dealt with separately below.

Determining whether the carrying value of an investment or intercompany balance is impaired requires an estimation of the value-in-use of the investment. The value-in-use calculation requires management to estimate the future cash flows expected to arise from the investment company and a suitable discount rate in order to calculate present value. These include forward-looking forecasts which are inherently judgemental. The carrying amount of investments at 31 January 2026 was £17.3m (2025: £17.3m) and of intercompany £16.3m (2024: £(13.2)m).

Contract revenue is recognised when the supply of professional services has been rendered. This includes an assessment of professional services received by the client for services provided by contractors between the date of the last received timesheet and the year end.

Revenue is accrued (accrued income) for contracts which are valid in the period, but where no timesheet has been received or approved, and therefore billing and payments to contractors have not taken place. The value of unsubmitted/ unapproved timesheets for each individual contractor is system generated and the number of hours worked by each contractor is adjusted for the amount expected to be recovered.

The key estimation uncertainty arises from accurately calculating the accrued income for missing timesheets and comparing this estimate to the value of subsequent timesheets received. Management’s judgement is that only a portion of the value of missing timesheets would be submitted and then recovered from customers (based on average recovery over historic periods) is typically 75%. The total revenue accrual as at 31 January 2026 was £1.3m (2025: £6.8m).

The Company enters into invoice discounting arrangements under which trade receivables are sold on to a lender on a non-recourse basis.

Management applies judgement in assessing whether the derecognition criteria in IFRS 9 have been met and determining when trade receivables should be derecognised. This involves assessing whether substantially all risks and rewards of ownership have been transferred and control over the assets has passed to the lender. In making this judgement, the group considers its exposure to credit risk, including amounts falling outside approved lender credit limits. Where the Group retains significant exposure to these risks, the receivables are not derecognised. Where substantially all risks and rewards are transferred, the receivables are derecognised. This assessment requires judgement in determining the extent of risk retained. The carrying value of receivables subject to these arrangements are disclosed in note 16.

The Company incurred restructuring costs of £2,983k (2025: £695k) to improve efficiencies in the organisational structure.

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

Their aggregate remuneration comprised:

Net foreign exchange amount predominantly consists of retranslation of intercompany balances.

The charge for the year can be reconciled to the profit per the income statement as follows:

The UK government enacted the Pillar Two income taxes legislation from 1 January 2024. The Company has reviewed the safe harbour tests and their application and have concluded no top up tax is required on a jurisdictional basis. The Company is continuing to assess the impact of Pillar Two income taxes legislation on its future financial performance.

The amortisation charge for the year is included within administrative expenses in the income statement.

During the period, each investment was tested for impairment in accordance with IAS 36 ‘Impairment of Assets’.

The assumptions applied in the impairment review are consistent with those applied within the Company’s long-term strategic plan, approved by management and the Board.

The assumptions are based on latest industry forecasts and the expectations of management given their past experience. The key assumptions in the value-in-use calculations are changes to the discount rate and long-term growth rate.

Management has taken the current economic downturn into account and has applied an additional sensitivity percentage when reaching conclusions in its impairment calculation exercise.

The Company has carried out sensitivity analyses on the impairment tests of each investment, by considering the impact of changes to the discount rate and long-term growth rate.

Credit note and bad debt provisions included within trade debtors of £507k (2025: £437k).

KBC retention refers to the carrying value of receivables due from the IF Facility lender in respect of factored debts. The value of receivables that have been derecognised is £7.9m.

Amounts owed by group undertakings are unsecured and may be repaid by the borrower at any time unless otherwise agreed between the group undertakings. Interest is charged at a 2.5%–6.5% (2025: 2.5%-6.5%) margin over the bank base rate applicable in the jurisdiction of the lender.

A loan receivable from Nash Technologies GmbH of £1,448k (2025: £1,635k) is included within non-current and £149k (2025: £144k) within current Other receivables. The rate of interest is 1.5% and the loan is due to mature on 1 April 2033.

In early 2025, the Company entered into ID Facilities to sell invoices on a non-recourse basis and provide working capital from accelerated receivables. There is no maximum amount to the ID Facilities.

Amounts owed by group undertakings are unsecured and may be repaid by the borrower at any time unless otherwise agreed between the group undertakings. Interest is charged at a 1.25%–5.75% (2025: 1.25%–5.75%) margin over the bank base rate applicable in the jurisdiction of the lender.

As at 31 January 2026, contributions of £122k (2025: £126k) due in respect of the current reporting period had not been paid over to the schemes and are included in other creditors.

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current year.

The leases noted above are related to property leases.

The Company has elected to apply exemptions for short‑term leases (less than 12 months) and leases for which the underlying asset is of low value. For these leases the lease payments are charged to the income statement on a straight‑line basis over the term of the relevant lease. The total for the current year was £116k (2025: £98k).

The total cash outflow for lease repayments in the current year was £785k (2025: £854k).

The capital redemption reserve represents the nominal value of shares repurchased by the Company, which has been transferred to a non‑distributable reserve in accordance with the Companies Act 2006.

The retained earnings reserve represents cumulative net retained earnings of the Company that have not been distributed to shareholders. Movements in the reserve arise from profits or losses for the financial year.

The immediate parent company is Nash Squared Limited (company number: 03320790), a company registered at 10 Throgmorton Avenue, 2nd Floor, London, England, EC2N 2DL.

Nash Squared Holdings Limited (company number: 11464274), a company registered at 10 Throgmorton Avenue, 2nd Floor, London, England, EC2N 2DL, is parent of the smallest group for which consolidated accounts are prepared which include the Company. The Power of Talent Midco Ltd (company number: 11494338), a company registered at 10 Throgmorton Avenue, 2nd Floor, London, England, EC2N 2DL, is parent of the largest group for which consolidated accounts are prepared which include the Company.

The ultimate controlling party is DBAY Advisors Ltd (company number: 126150C) incorporated and registered in the Isle of Man.

Details of the Company's subsidiaries at 31 January 2026 are as follows: