The directors present the strategic report on the Group for the year ended 31 January 2026.

The Power of Talent Midco Ltd holds an indirect investment in Nash Squared Holdings Limited and its subsidiaries, together "Nash Squared", is the leading global provider of technology and talent solutions. Nash Squared are equipped with a unique network, that realises the potential where people and technology meet.

The progress of The Power of Talent Midco Ltd is summarised below:

Results and performance

The Group's results show the impact of operating in a market which continues to be challenging due to heightened macro-economic and geopolitical instability resulting in inflationary pressure, higher interest rates and cost of living challenges across all of our key global markets.

Annual Group revenue for the continuing business which is predominantly specialist technology recruitment decreased by 23%. Geographically a 38% revenue decrease in the Netherlands was driven by the decision to terminate low margin client contracts with smaller declines across other markets. See note 5 for further analysis.

A disciplined approach to cost management throughout the financial year saw the group achieve an EBITDA excluding non-recurring items of £9.1m profit (2025: £11.7m profit). The loss before tax on continuing operations of £7.5m (2025: loss £68.7m) includes restructuring costs to right size the group back office and overheads following the sale of Nashtech in December 2024. The full benefit of the cost savings will be reflected in next years results. Non-recurring items are outlined further in note 6.

The directors are satisfied with the results.

Key performance indicators (KPIs)

The directors consider the key performance indicators are those that communicate the financial performance and strength of the business.

* EBITDA excluding non-recurring items is calculated by adding back Foreign exchange loss of £0.7m (2025: £2.3m gain), Amortisation of £6.2m (2025: £8.2m), Depreciation £2.1m (2025: £5.9m) to Operating profit/(loss) before non-recurring items of £0.1m profit (2025: £0.1m loss).

Net Assets and Liquidity Performance

Group net assets decreased to £66.0m (2025: £107.6m) following the distribution to shareholders of the proceeds from the sale of Nashtech in December 2024.

Despite the more challenging macro-economic backdrop, debtor days decreased to 32.1 days (2025: 32.4 days). The provision for credit loss decreased to £0.8m (2025: £1.1m) or 2.2% of trade receivables.

Cash generated from operating activities increased to £36.4m (2025: £12.5m cash used) as a result of the sale of Invoices to KBC on a non-recourse basis. Cash and cash equivalents excluding exchange movements decreased £27.1m (2025: £15.6m increase) following the payment of the Dividend to Shareholders.

The Group'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.

There are certain risks and uncertainties inherent in the Group that may affect future performance, these are described below:

Legal and regulatory

The Group works in a number of geographic jurisdictions on a daily basis under a variety of laws and regulations. The Group mitigates this risk through comprehensive compliance policies and procedures including engaging with local advisers and regulators where necessary. The risk is consistent with the prior year.

Financial

All potential areas of financial risk are regularly monitored and reviewed by the directors. Where necessary preventative and/or corrective measures are taken to reduce such risk. The Group operates in a number of foreign markets, the existence of which exposes the company to a number of financial risks. These risks including credit risk are addressed in note 3 of the financial statements. The risk is consistent with the prior year.

Operational

The Group is reliant on its ability to fulfil client demand while recruiting, training and developing high quality talent to maintain and expand its growth strategy. The directors actively engage in providing a structure of sustainable career development for employees. The Group continues to develop its operations to support technology trends and utilises its positioning in key sectors across a broad geographic footprint to protect against lower candidate availability in more mature markets. The risk is consistent with the prior year.

Political

The increased political uncertainty from global conflicts continues to be monitored and reviewed by directors. The Group does not have operations in affected regions so there is no direct impact on our trading at this time. In addition the impact of inflation, tariff barriers and tax changes are also being monitored. The risk is consistent with the prior year.

Climate change

Climate change will impact the Group over a significantly longer time scale than the risks normally considered by the group risk committee. Despite this, the group risk committee take the impact of climate change seriously and continue to monitor its impact.

The 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 Group Summary 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.

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:

a) the likely consequences of any decision in the long term

b) the interests of the company’s employees

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

d) the impact of the company’s operations on the community and the environment

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

f) the need to act fairly between members of the company

The Board considers it crucial that the company maintains a reputation for high standards of business conduct. The Board is responsible for setting, monitoring and upholding the culture, values, standards, ethics, brand and reputation 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. In their decision making, the Directors have strong regard for the longer-term impact of decisions on the Group’s future, as well as the need to act fairly between all members and focus on enhancing value for its shareholders. The following section provides examples of how the company directors meet their duties to all stakeholders.

Employee engagement

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 the Group 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 specific 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 the Group.

The Board is aware of the necessity of maintaining a clean supply chain, free of exploited labour. The Group 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. New suppliers go through a detailed onboarding process to ensure expectations are aligned between both parties.

The directors encourage all representatives of the Group 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 the Group.

The Group has a zero tolerance approach to discrimination supported by an equal opportunities policy that aims to treat individuals fairly and not to discriminate on the basis of sex, race, ethnic origin, disability or any other basis. Nash Squared is focused on ensuring that we operate in an environment where diversity, equality and inclusion is an integral part of our culture, where our leaders, managers and colleagues role model inclusive behaviours which permeate through our business internally and externally. The outputs of this approach are evidenced in our Employee Engagement survey, where the question “Our organisation treats everybody with dignity and respect, regardless of gender, race, sexuality, age etc” – regularly received a positive response, in excess of 85%.

The Group’s policies and procedures are designed to provide for full and fair consideration and selection of disabled applicants, to ensure that they are properly trained to perform safely and effectively and to provide career opportunities that allow them to fulfil their potential. Where an employee becomes disabled in the course of their employment, Nash Squared will actively seek to retain them wherever possible by making adjustments to their work content and environment or by retraining them to undertake new roles.

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. The Group’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 The Power of Talent Midco 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 efficiency initiatives undertaken over the last year have contributed to a significant reduction in emissions arising from our UK sites since 2025.

The information presented covers emissions data for the 2026 reporting period based on an operational control approach to defining relevant emissions. This report covers Scope 1 emissions (related to the combustion of natural gas in heating systems at offices and fossil fuels in company vehicles), Scope 2 emissions (associated with the generation of electricity for use by Nash Squared sites), and a limited subsection of Scope 3 emissions (related to business travel in employee-owned vehicles). Only emissions related to our UK operations are presented here.

This footprint has been compiled based on the principals of the Greenhouse Gas Protocol, taking account of the 2015 amendment which sets out a ‘dual reporting’ methodology for the reporting of Scope 2 emissions (location-based Scope 2 reflects emissions from the average grid electricity mix where energy is consumed, while market-based Scope 2 reflects emissions based on the specific electricity contracts or renewable energy purchases a company has chosen).

We have reported on all the measured emissions sources required under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. Conversion factors for UK electricity (location-based methodology), gas and other emissions are those published by the Department for Energy Security and Net Zero (DESNZ) for 2025. Conversion factors for UK electricity (market-based methodology) were obtained directly from the fuel-mix disclosures of our energy suppliers (Pozitive Energy, Ecotricity, and Corona).

Energy efficiency actions

During the reporting period, the Group progressed several actions identified through its ESOS surveys and action plans, with a focus on improving energy efficiency across UK and Ireland offices. Several of these actions required engagement and collaboration with landlords to ensure that changes could be implemented within leased premises.

Key actions implemented included optimisation of heating and cooling settings ensuring that building management system (BMS) settings were aligned with recommended temperature ranges for occupancy, reducing unnecessary heating and cooling to provide a comfortable working environment for employees. A review of air conditioning settings within server rooms to ensure that cooling settings were appropriate for equipment requirements and avoided excessive cooling. Adjustments were made where feasible.

Hot water temperatures were reviewed and reduced where appropriate, ensuring compliance with health and safety requirements while avoiding excessive energy use associated with overheating water.

At the Birmingham Crimson office, a more targeted review of heating and cooling configuration was completed assessing how the space was zoned and controlled, identifying opportunities to improve efficiency.

The Group will continue to build on these actions in future periods as part of its wider energy management and carbon reduction strategy.

On behalf of the board

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

The results for the year are set out on page 14.

Ordinary dividends were paid amounting to £31,054k. 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:

Nash Squared has maintained throughout the period directors' and officers' liability insurance for the benefit of the Group, the directors and its officers. The Group has entered into qualifying third party indemnity arrangements for the benefit of all its directors in a form and scope which complies with the requirements of the Companies Act 2006. These arrangements were in force throughout the period and remain in force at the date of these financial statements.

The Group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. Details of the Group’s objectives and policies in response to these risks can be found within note 3 to the financial statements.

Going concern

The directors have assessed the financial position and the future funding requirements of the Group against the level of available committed borrowing facilities. On 25 March 2025, eight of the Group's subsidiaries have entered into Invoice Discounting Facilities (ID Facilities) with the Belgian bank KBC Commercial Finance NV.

As at 30 April 2026, the Group had a cash balance of £17.0m. The Group has the following banking facilities available RCF (£10m), Overdraft (£5m) and Invoice Financing. The invoice discounting facilities are non-recourse, available on a rolling 12-month basis and are expected to remain in place throughout the going concern period. There is no maximum amount to the ID Facilities which provides the Group with the further benefit of not limiting commercial growth. The directors have considered the current and forecast levels of trading, taking into account the cash and invoice discounting facilities expected to be available to Nash Squared, and have concluded that the going concern basis of preparation remains appropriate.

In coming to their conclusion, the directors have considered trading and cash flow performance of the last 12 months and for at least 12 months from the date of signing the financial statements. These cash flows use the available economic forecasts and historic performance of the business and demonstrate an ability to meet performance obligations of the revised ID Facilities the group entered into in early 2025. The Group has demonstrated its continued resilience and ability to trade through challenging market conditions. The directors consider the approach taken to be prudent, and even with a conservative sensitivity modelled to include reduction in performance, we would still maintain adequate cash headroom.

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 Group'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 Group'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 auditors will be proposed for appointment at the next annual general meeting.

The following sections required to be included herein are incorporated into this report by cross reference to the Strategic Report: employee engagement, engagement with suppliers and other business relationships, emissions and energy usage, principal risks and uncertainties, risk management, subsequent events and future developments.

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 are required to prepare the group financial statements in accordance with United Kingdom adopted international accounting standards. The financial statements also comply with International Financial Reporting Standards (IFRSs) as issued by the IASB. The directors have chosen to prepare the parent company financial statements in accordance with 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 parent Company 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; and

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

In preparing the Group financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

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

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and

• make an assessment of the Group’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.

Responsibility statement

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole;

• the strategic report includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

• the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company’s position and performance, business model and strategy.

We have audited the financial statements of The Power of Talent Midco Ltd (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 January 2026 which comprise consolidated income statement and consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity and the consolidated statement of cash flows and the notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements 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 group’s and of the parent company’s affairs as at 31 January 2026 and of the group’s loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; and

• the financial statements 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 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 opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the consolidated 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 financial statements. 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 the 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.

In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

As explained more fully in the directors’ responsibilities statement set out on page 9, 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 group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 Group and Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations and of the Group and 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 Group and Company comply 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 Group and 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 Group and 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 Group and 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 the groups 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 Group and 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;

• Exceptional items – presentation, classification and accuracy; and

• Valuation of goodwill.

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;

• Testing a sample of exceptional items back to supporting documentation and assessing if their classification is appropriate; 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 FRC’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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 20 to 53 form part of these group financial statements.

The Power of Talent Midco Ltd ('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 group consists of The Power of Talent Midco Ltd and all of its subsidiaries.

For the period ended 31 January 2026 the following subsidiaries of the Company were entitled to exemption from audit under s479A of the Companies Act 2006 relating to subsidiary companies. As parent the Company has provided a guarantee undertaking under s479C.

Nash Squared Limited        (Company Number 03320790)

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in Pounds, which is the currency of the primary economic environment in which the Group 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 principal accounting policies adopted are set out below.

New standards not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 January 2026 reporting period and have not been early adopted by the Group. IFRS 18 "Presentation and Disclosure in Financial Statements" applies for periods beginning on or after 1 January 2027 and will be applied retrospectively. The Group is currently assessing the impact that IFRS 18 will have on its financial statements. There are no other new standards or amendments that are expected to have a material impact on the Group in the current or future reporting periods or on foreseeable future transactions.

The Group financial statements consolidate the results of the Company and all of its subsidiary undertakings drawn up from 1 February 2025 to 31 January 2026 and are based on the consistent accounting policies disclosed herein.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.

The directors have assessed the financial position and the future funding requirements of the Group against the level of available committed borrowing facilities. trueOn 25 March 2025, eight of the Group's subsidiaries entered into individual discounting facilities with the Belgian bank KBC Commercial Finance NV.

As at 30 April 2026, the Group had a cash balance of £17.0m. The Group has the following banking facilities available RCF (£10m), Overdraft (£5m) and Invoice Financing. The invoice discounting facilities are non-recourse, available on a rolling 12-month basis and are expected to remain in place throughout the going concern period. There is no maximum amount to the ID Facilities which provides the Group with the further benefit of not limiting commercial growth. The directors have considered the current and forecast levels of trading, taking into account the cash and invoice discounting facilities expected to be available to Nash Squared, and have concluded that the going concern basis of preparation remains appropriate.

In coming to their conclusion, the directors have considered trading and cash flow performance of the last 12 months and for at least 12 months from the date of signing the financial statements. These cash flows use the available economic forecasts and historic performance of the business and demonstrate an ability to meet performance obligations of the revised ID facilities the group entered into in early 2025. Nash Squared has demonstrated its continued resilience and ability to trade through challenging market conditions. The directors consider the approach taken to be prudent, and even with a conservative sensitivity modelled to include reduction in performance, we would still maintain adequate cash headroom.

The Group measures and recognises revenue in accordance with IFRS 15. Under IFRS 15, revenue is recognised when a customer obtains control of the goods or services. The Group continuously monitors and performs a detailed review of contracts, to determine the timing of the transfer of control in each of its service lines. 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 and after eliminating sales within the Group.

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

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

The Group 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 Group acts as principal or agent. IFRS 15 recognises revenue under a concept of ‘transfer of control’. Its 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.

The Group derives its revenue in the contract services and interim businesses on a time and materials basis. It is recognised as services are rendered as validated by receipt of a client-approved timesheet or equivalent.

Where the Group 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. In such cases the Group 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 the Group has a contract management services contract with the client.

The Group acts as an agent when its primary responsibility is to provide administrative support to clients, acting as an intermediary between two parties. The Group 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).

Revenue arising from permanent placements is recognised on acceptance of the candidate or on start date, subject to the contractual agreement. Provision is made for the expected cost of obligations where employees do not work for the specified contractual period.

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.

Under IFRS 15, 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 Group’s contracts, the Group elected to take the practical expedient offered under IFRS 15 for contracts less than 12 months, allowing commissions to be expensed as incurred.

For fixed price development work, revenue is recognised on the percentage completion basis, using pre-specified milestones or a client sign-off to trigger revenue recognition and the estimate of profit. Revenue from business process outsourcing is recognised as services are rendered, based on a time and materials basis.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If an impairment is required the impairment loss is allocated first to reduce the carrying mount 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. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

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. 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. The Group does not have any assets, other than goodwill, with infinite useful lives. 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.

The useful economic lives of separately identifiable assets are as follows:

• Customer relationships8-14 years

• Brands1-10 years

• Internally developed software6 years

Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss.

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

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss on disposal or retirement of an item of property, plant or equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in profit or loss.

Property, plant and equipment purchased to deliver outsourcing projects, which have been recharged to clients at cost, remain the legal property of the Group. The cost of the asset is capitalised within current assets and charged to cost of sales over the contract length.

At each balance sheet 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 to determine the extent of the impairment loss (if any). An impairment loss is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount. Assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

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 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.

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.

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets is approximately equal to their fair value. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised on the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the Group’s contractual rights to the cash flows expire or the Group 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 Group are trade receivables, which are short-term in nature.

The expected loss provision is based on the Group’s expectation of future credit losses over the current receivables balance based on an analysis of the ageing 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 Group’s customers as a whole as well as an awareness of the economic conditions in the countries where the Group operates. These risk factors are considered both on initial recognition of the receivable and as part of the ongoing assessment.

Definition of default

The group 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 group, in full (without taking into account any collateral held by the group).

Write-off policy

The group 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 group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

The directors of the Group 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 Group.

Financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities are derecognised from the Group’s balance sheet when the obligation specified in the contract is discharged, cancelled or expires.

Financial liabilities are classified as either FVTPL or ‘other financial liabilities’. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognised in the profit or loss.

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 Group 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. Dividend distribution to the Company’s shareholders is recognised in the Group’s financial statements in the period in which the dividends are approved and paid.

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 period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

Wherever possible, the Group operates defined contribution pension schemes, under which the Group pays fixed contributions into separate entities. The Group has no legal or constructive obligation to pay further contributions. Pension costs are charged to the statement of profit or loss in the period in which they arise. In Belgium and Switzerland, legislation requires the operation of pension schemes which contain an element of defined benefit, the obligations under which are fully insured and there are no unrecorded liabilities. Amounts related to these schemes were considered by the Group to be immaterial during the period thus Group accounted for these as defined contribution schemes.

Leases, from a lessee perspective, are recognised as a right-of-use asset and a corresponding lease liability at the date when the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a net present value basis and are recognised as part of ‘Right-of-use asset', 'Short-term lease liabilities’ and ‘Long-term lease liabilities’ in the consolidated statement of financial position.

Lease liabilities include the net present value of the following lease payments:

a) fixed payments less any lease incentives receivable;

b) variable lease payments that are based on an index or a rate;

c) amounts expected to be payable by the lessee under residual value guarantees, if any;

d) the exercise price of a purchase option if the Group is reasonably certain it will exercise that option; and

e) payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

The lease payments are discounted using the interest rate implicit in the lease (if that rate can be determined), or the incremental borrowing rate (IBR), being the rate the Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. In determining the IBR to be used, the Group applies judgement to establish the suitable reference rate and credit spread.

Each lease payment is allocated between the liability and finance costs, within finance costs in the profit or loss.

Lease payments are presented as follows in the Group statement of cash flows:

• payments for the interest element of recognised lease liabilities are included in ‘interest paid’ within cash flows from financing activities; and

• payments for the principal element of recognised lease liabilities are presented within cash flows from financing activities.

Right-of-use assets are measured at cost comprising the following:

a) the amount of the initial measurement of lease liability;

b) any lease payments made at or before the commencement date less any lease incentive received;

c) any initial direct costs; and

d) any restoration costs.

The right-of-use assets are depreciated over the shorter of the assets’ useful life and the lease term on a straight-line basis.

For short-term leases (lease term of less than 12 months) and leases of low-value assets (such as personal computers and office furniture), the Group has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16. This expense is presented within other expenses in the consolidated statement of profit or loss.

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are re-translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component of equity.

On the disposal of a foreign operation, all of the exchange differences accumulated in a separate component of equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

Non-recurring items

Non-recurring items are significant items that are presented separately on the face of the consolidated statement of profit or loss due to their nature and/or size to assist in providing a better indication of the Group's underlying trading performance. Further information is provided in note 6 of the financial statements.

In the application of the Group’s accounting policies the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts 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 Group applies judgement in identifying the significant non-recurring items of income and expense that are recognised as non-recurring to help provide an indication of the Group’s underlying business performance. See note 6 for further details.

Management exercises judgement in determining the appropriate cut-off point for transactions related to subsidiaries that have been disposed of during the reporting period. The Group applied the following cut-off methodology:

• Revenue and expenses directly attributable to the subsidiaries were recognised in the consolidated financial statements up to the date of disposal based on actuals to end November with pro-rata December (working days).

• Intercompany balances and transactions were settled based on locked box and all subsequent transactions posted to trade debtors and trade creditors.

• Assets and liabilities of the subsidiaries were derecognised in full on disposal date and the resulting gain on disposal was recognised in profit or loss.

The Group 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 17.

We have put in place provisions amounting to £4.6m (2025: £4.6m) due to uncertainty in recovering the underlying balances.

Determining whether the carrying value of goodwill or an investment is impaired requires an estimation of the value-in-use of the cash-generating units to which goodwill or investment has been allocated. The value-in-use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. These include forward-looking forecasts which are inherently judgemental. The carrying amount of goodwill at 31 January 2026 was £43.7m. The carrying value of the investment held in the parent company at 31 January 2026 was £108.6m. The key assumptions and sensitivities in the value-in-use calculations are set out in note 15.

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. Refer to note 17 for carrying value of accrued income.

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), typically between 50% and 75% across the group.

Financing

Other than the working capital facilities entered into in early 2025, the Group’s financial instruments trade receivables and trade payables that arise directly from its operations. Acquisitions are financed through a mixture of operating cash flow and equity. Working capital finance for day-to-day requirements is provided through operating cash generation and working capital facilities. Where applicable, funds are then made available for the financing of the Group’s subsidiaries through intercompany loans.

Objectives, policies and strategies

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function. The Board receives monthly reports from the Chief Finance Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The most significant treasury exposures faced by the Group are raising finance, managing interest rates and currency positions as well as investing surplus cash in high-quality assets. The Board has established clear parameters, including levels of authority, on the type and use of financial instruments to manage these exposures. Transactions are only undertaken if they relate to underlying exposures and cannot be viewed as speculative.

Interest rate risk management

The Group’s policy is to minimise interest charges through cash pooling and active cash management. The group also monitors inflation risk and any potential impact on its external debt servicing requirements.

Market risk and foreign exchange risk management

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group’s policy is to minimise foreign currency risk. The Group manages its exposure on equity investments in overseas subsidiaries through foreign currency borrowings. The currency risk of holding assets and liabilities in foreign currencies across the Group is managed by partially matching foreign currency assets with foreign currency liabilities.

The Group’s operating profit exposure to foreign currency translation is primarily in respect of the US dollar and the Euro.

Credit risk

The Group 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 and historically there are low levels of debt write-off throughout the Group. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. The Group does not have any significant credit risk exposure to a single customer.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and committed credit facilities. Management monitors rolling forecasts of the Group’s liquidity reserve (comprising undrawn borrowing facility, cash and ID facilities) on the basis of expected cash flow. All borrowings are short term. The Group’s main invoice finance facility was most recently renewed in 2025.

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital for the Group.

The Group’s finance function reviews the capital structure on a semi-annual basis. As part of this review, the committee considers the cost of capital and the risks associated with each class of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The table below shows the full quantitative analysis of what the Group manages as capital.

Refinance costs of £0.6m were incurred in relation to opening of a new Invoice Financing Facility on 25 March 2025. The Group incurred restructuring costs (£0.9m) to improve efficiencies in organisational structure.

During the prior period, legal and advisor fees (£2.2m) were incurred in relation to the early closure and repayment of the group's previous Invoice Discounting Facility and its Senior Finance Facility, as well as due diligence into the opening of a new Invoice Financing Facility, which completed post year end. The Group incurred restructuring costs (£2.9m) to improve efficiencies in organisational structure. In addition the Group released £2.7m of provision relating to contingent consideration no longer payable. Furthermore, the Group incurred £11.5m of transaction and reorganisational costs on the disposal of the NashTech sub-group.

Other operating income relates to interest received.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2025 - 2).

Of the income tax credit in the prior period, £2,780k of tax expense relates to discontinued operations.

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

Income tax charge relating to foreign currency exchange differences that may be reclassified subsequently to profit or loss is £491k (2025: £995k).

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

The carrying amounts of goodwill at acquisition and at period end allocated by cash-generating unit ('CGU') are as follows:

During the prior period the Group disposed of NashTech and Knoldus, resulting in the derecognition of associated goodwill of £28.7m.

During the period the Group conducted an impairment review of goodwill in accordance with IAS 36 ‘Impairment of Assets’. All CGUs were assessed to have a value-in-use in excess of their respective carrying values, thus no impairment adjustments to goodwill were considered necessary..

The assumptions applied in the impairment review are consistent with those applied within the Group’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 disclosed below.

A five year average EBITDA growth rate has been utilised for all cash generating entities. The terminal growth rate is based on the long-term growth rate for each country and was on a non-weighted average 1.4% (2025: 1.5%). The pre-tax discount rate used was based on the industry weighted average cost of capital for each country and was on a non-weighted average 16.1% (2025: 16.6%). Management believes the forecasts are achievable.

The group has carried out sensitivity analyses on the impairment assessments of each cash generating unit to which goodwill has been allocated. These analyses evaluate the potential impact of changes in key assumptions being discount rate, long term growth rate and gross profit:

• An increase of 2% to the applied discount rate of each cash generating unit would result in no impairment in any CGU.

• A reduction of 2% in long term growth rate, constrained to a minimum of 0% growth, would result in no impairment in any CGU.

• A reduction of 10% in EBITDA across each cash generating unit would result in no impairment in any CGU.

Management remains confident in the assumptions used for the discounted cash flow analysis, which reflect current market conditions and anticipated future performance.

Included above are the following individually material assets at 31 January 2026:

• Harvey Nash customer relationships have a net book value of £13.2m (2025: £16.9m) and a remaining amortisation period of six (2025: seven) years.

• Latitude 36 customer relationships have a net book value of £7.2m (2024: £8.3m) and a remaining amortisation period of seven (2025: eight) years.

On 23 December 2024, the Group disposed of the NashTech subgroup, which had intangible assets with a net book value of £10.9m at date of disposal. Details of this disposal can be found in note 33.

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

Property, plant and equipment includes right-of-use assets, as follows:

On 23 December 2024, the Group disposed of the NashTech subgroup, which had fixed assets with a net book value of £0.6m at date of disposal. Details of this disposal can be found in note 33.

Debtor days were 31.1 days (2025: 32.4 days). Debtor days are calculated by reference to outstanding debtors relative to amounts invoiced in the preceding months up to the year end.

The directors consider trade and other receivables to be reflected at fair value.

Trade receivables that are fewer than three months past due are not considered impaired. As of 31 January 2026, trade receivables of £1.8m (2025: £4.8m) were aged over 30 days but not specifically provided for. These relate to a number of independent customers for whom there is no recent history of default (i.e. a failure to fulfil its repayment obligations). The ageing analysis of these trade receivables is as follows:

As of 31 January 2026, trade receivables of £0.8m (2025: £1.1m) are provided for. The loss allowance includes specific provisions of £0.7m (2025: £1.0m), in addition to the expected credit loss (calculated by taking the balance less any specific provisions multiplied by the rate %).

The individually impaired receivables mainly relate to customers who are in difficult economic situations. All the impaired receivables are more than three months overdue. In the current period, the creation and release of provisions for impaired receivables have been included in ‘administrative expenses’ in the consolidated statement of profit or loss. The other classes within trade and other receivables do not contain impaired assets.

The Group has applied the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

The expected loss provision is based on the Group’s expectation of future credit losses over the current receivables balance based on an analysis of the ageing 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 Group’s customers as a whole as well as an awareness of the economic conditions in the countries where the Group operates. These risk factors are considered both on initial recognition of the receivable and as part of the ongoing assessment.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable listed above. The Group does not hold any collateral as security. The currency profile of trade and other receivables is shown below.

Invoice discounting facility

In early 2025, eight subsidiaries of Nash Squared Limited entered into individual invoice discounting facilities ("ID Facilities") with the Belgian bank KBC Commercial Finance NV. These ID Facilities are to sell invoices on a non-recourse basis and provide the relevant subsidiaries with working capital from accelerated receivables. These ID Facilities have replaced similar, although with-recourse, facilities which were fully repaid in December 2024. The ID Facilities are not due for renewal until 2045 and there is no maximum amount.

Senior finance debt

On 23 December 2024, the Group disposed of its holdings in the NashTech subgroup. The proceeds of this disposal was used to pay off the remaining senior finance debt.

On 25 March 2025 Nash Squared Holdings Limited and Harvey Nash NV entered into a GBP 15m revolving credit and overdrafts facility ("RC Facility") comprising a GBP 10m revolving credit facility and a GBP 5m overdraft facility, secured on the assets of those companies terminable on the earlier of the twentieth anniversary of the RC Facility or by giving of three months' notice by either party. Various subsidiaries of Nash Squared Holdings Limited act as Guarantors. As at the period end the Group had drawn down £5m against the RC Facility.

The Group holds and uses financial instruments to finance its operations and to manage its interest rate and liquidity risks. The Group primarily finances its operations using share capital, revenue and borrowings. The accounting classification of each category of financial instruments and their carrying amounts are set out below.

Financial liabilities at fair value through profit or loss comprise deferred and contingent consideration payable arising on business combinations.

The analysis of financial assets and liabilities measured at fair value by level is a requirement of IFRS 13 and the definitions are summarised here for completeness.

Assets and liabilities whose valuations are derived from inputs not based on observable market data are classified as Level 3.

All of the group's financial liabilities at fair value through profit or loss are classified as Level 3.

Valuations of deferred and contingent consideration associated with business combinations, are based on probability adjusted revenues and profits using the most recent management expectations of relevant business performance.

No gain or loss for the year relating to this deferred and contingent consideration has been recognised in profit or loss.

Deferred consideration reflects obligations to pay specified amounts at future dates. The movement in the year from £424k to nil is due to the payment of the final deferred consideration in relation to the Flexhuis acquisition.

Reconciliation of movement of the lease liability is as follows:

In the current year, interest expense on leases amounted to £0.2m (2025: £0.3m) and was recognised within finance costs in the the consolidated income statement. Expense in relation to short-term leases amounted to £1.3m (2025: £1.1m).

The total cash outflow for lease repayments in the current year was £1.4m (2025: £3.6m).

At 31 January 2026, the group is committed to £1.5m (2025: £2.7m) for short-term leases and leases of low-value assets.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The table above sets out the analysis of the deferred tax balances for financial reporting purposes.

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

Deferred tax assets arising from deductible temporary differences are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences, and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the periods in which they are realised. The rates enacted or substantively enacted by the UK Government for the relevant periods of reversal are 25%. The rates enacted by the US Government for the relevant periods of reversal was 26% from 22 December 2017.

Due to the uncertainty of recoverability, deferred tax assets in respect of tax losses (except US tax losses), depreciation in excess of accelerated capital allowance and deductible temporary differences of £Nil (2025: £Nil) have not been recognised.

Deferred tax on intangible assets relates to a deferred tax liability raised on separately identified intangible assets recognised as part of the acquisition of the Harvey Nash Group. The balance is released proportionately in line with the amortisation of the underlying intangible assets. £2,559 disposal in the prior period was related to the NashTech disposal.

During the year 450 B shares of £1 were repurchased for a total consideration of £51k.

Ordinary shares are entitled to full voting, dividend and capital distribution rights, and do not confer any rights of redemption. B shares are not entitled to those rights. B1 shares are entitled to the same rights as the Ordinary shares except the capital distribution rights.

The difference between the consideration and the par value of shares issued is recorded in the share premium account and amounts to £10m (2025: £10m).

Other distributable reserve related to the transfer from share capital and share premium as a result of the share reduction undertaken in a prior financial period. £31.1m was released against retained earnings reserve in the current year in relation to payment of dividends.

Fair value and other non-distributable reserves remain unchanged in the current financial period and includes £11.9m related to the fair value of the investment as part of the acquisition under IFRS3, £0.6m related to the movement of fair value of contingent consideration outstanding and £0.6m related to share options, all of which took place in prior financial periods.

Currency translation reserve relates to foreign exchange gains and losses on the retranslation of the results and net assets of the Company’s foreign subsidiaries.

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

Included in loans from group undertakings are the following outstanding balances as at 31 January:

DBAY Advisors and DBAY Funds are considered related parties due to their investment in and control of the Group's ultimate parent The Power of Talent Topco Limited. The Power of Talent Topco Limited is considered a related party due to being controlled by DBAY Advisors and DBAY Funds.

The maximum exposure to credit risk at the reporting date is the carrying value of these loans receivable. The Group does not hold any collateral as security on the receivables. The Group has not pledged any collateral as security on the payables. The loans receivable and payable are denominated in Sterling, and are expected to be settled in cash or dividend. There is no fixed date of repayment.

The immediate parent of the Company is The Power of Talent Topco Limited (company number: 132333C), a company registered in the Isle of Man.

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

Disposal of NashTech Sub-group

On 23 December 2024 the Group disposed of NashTech sub-group, technology solutions business, and is reported in the prior period as a discontinued operation. Financial information relating to the discontinued operation for the period to the date of disposal is set out below.

Financial performance and cash flow information

During the prior year, NashTech Group contributed £4.8m to the Group’s net operating cash flows, paid £9.1m in respect of investing activities and paid £4.6m in respect of financing activities. The tax charge related to the profit for NashTech Group was £2.8m.

The notes on pages 56 to 61 form part of these parent financial statements.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £63,223k (2025 - £4,777k loss).

The separate financial statements of the Company are presented as required by the Companies Act 2006.

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.

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 financial statements are prepared 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 company applies accounting policies consistent with those applied by the group except as set out below. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

Non-current investments

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment. Impairment reviews are conducted annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 pre-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).

In the application of the Group’s accounting policies the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts 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.

Critical judgements

Due to the limited nature and volume of transactions during the period, the directors have not made any critical judgement in preparing the financial statements.

Investments in subsidiary undertakings are stated at cost less accumulated provisions for impairment. Intercompany receivables are stated at amortised cost. The directors assess annually whether there are any indicators of impairment by considering the expected future profitability and cash generation of each business unit.

As at 31 January 2026, the carrying amount of the investment held in The Power of Talent Plano Limited, a wholly owned subsidiary, was £60.8m.

The Company performed an impairment assessment in accordance with IAS 36 'Impairment of Assets'. Due to the nature of the subsidiary’s operations, the recoverable amount was determined based on its net asset value. At the reporting date, the carrying value of the investment was lower than the net assets of Nash Squared Limited.

Accordingly, no impairment loss has been recognised in the financial statements for the year ended 31 January 2026.

Details of the company's principal operating subsidiaries are included in note 40.

Included in the total above are amounts owed by subsidiary undertakings of £0.06m (2025: £11.3m) and amounts owed by parent undertakings of £0.02m (2025: £0.1m).

Amounts owed by group undertakings are unsecured. The interest is charged at a 2.5% margin over SONIA in accordance with formal loan agreements between the parties. These are not expected to be repaid within the next 12 months.

Included in the total above are amounts owed to subsidiary undertakings of £0.2m (2025: £14.1m) and amounts owed to parent undertakings of £0m (2025: £29.6m).

Amounts owed to group undertakings are unsecured. Interest is charged at a 2.5% margin over the bank base rate applicable in the jurisdiction of the lender, in accordance with formal loan agreements between the parties. These are not expected to be repaid within the next 12 months.

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