Final Results

Norman Broadbent PLC

25 March 2026

 

Norman Broadbent plc

("Norman Broadbent", the "Company" or the "Group")

Final results

Record financial performance for FY25; disciplined investment in growth as we start FY26

Norman Broadbent (AIM: NBB), a leading Executive Search and Interim Management firm, is pleased to announce its audited final results for the year ended 31 December 2025 ("FY 2025").

Financial Highlights

The table below summarises the financial results for the Group:

	12 months ended 31 Dec 2025	12 months ended 31 Dec 2024
	£m (audited)	£m (audited)	Percentage growth
Net Fee Income[1]	12.3	9.3	32%
Underlying EBITDA[2]	1.3	0.3	333%
EBITDA margin	11%	3%	-
Profit/(loss) for the period	0.6	(0.2)	-
Net cash/(debt)3	1.5	0.1	1400%

^[1] Net Fee Income is equivalent to Gross Profit, being revenue less cost of sales

^[2] Excludes share based payment charges and restructuring costs

^[3] Excludes lease liabilities

·    NFI of £12.3m and underlying EBITDA² of £1.3m reflects the strongest trading performance in over a decade against a tough market backdrop and delivers on the medium-term EBITDA target set four years ago

·    £0.8m improvement in PBT compared with FY24 reflects productivity enhancements and cost discipline and highlights the operating leverage of the business as it scales   

·    Net cash generated by operations of £1.9m reflects strong trading and a focus on working capital management

·    Year-end net cash³ of £1.5m is a £1.4m positive swing from FY24 reflecting the cash generative nature of the business as EBITDA grows and is after full repayment of the CBILS loan in 2025

Kevin Davidson, CEO of Norman Broadbent, said:

"With the FY25 results we have both completed the turnaround phase of our strategy and delivered on our medium-term underlying EBITDA target of £1.25 million. This performance was achieved against a backdrop of macroeconomic uncertainty and I am grateful for the dedication of the entire team in closing out a successful 2025.  

In a market where the outlook remains uncertain, particularly with the backdrop of geopolitical uncertainty in the Middle East, we will continue to focus on controlling what we can control and on building our business in line with our ambitious growth strategy. Consistent with this plan, we made further investment in headcount in the first quarter and we were also delighted to complete the acquisition of Society Limited, strengthening our presence in sectors that are naturally aligned with our long-term growth plans. After an exceptionally strong fourth quarter to close 2025, the team is also focused on building the pipeline to achieve our objectives for the current financial year.

Whilst progress in this market environment will be non-linear, we have a strong balance sheet, a business that has proven itself in tough markets and a strategic plan that is delivering results. We have transformed the business financially, restored our reputation as a trusted partner at the top end of executive search and strengthened the Norman Broadbent operating platform. As we drive the business forward through the next stage of our growth plan, our future success will continue to be based on our resolute focus on disciplined investment to drive NFI growth and on operational efficiency.  This will be underpinned, as always, by our values-based culture and an unwavering commitment to client satisfaction."

Copies of this announcement are available on the Company's website, at www.normanbroadbent.com

Investor Presentation:

CEO Kevin Davidson and CFO Mehr Malik will host a virtual presentation and Q&A session open to all existing and potential shareholders at 11am this morning. To register to attend, please use the following link:

https://www.investormeetcompany.com/norman-broadbent-plc/register-investor

Contacts: 

Norman Broadbent plc	Via Gracechurch Group
Kevin Davidson, CEO
Mehr Malik, CFO
Cavendish Capital Markets Limited (Nominated Adviser and Broker)	[phone]
Julian Blunt, Seamus Fricker, Andrea Callaghan - Corporate Finance
Jasper Berry, Matt Lewis - Sales / Corporate Broking)
Gracechurch Group (Financial Media & Investor Relations )	[phone]
Murdo Montgomery	[e-mail]
Tommy Bryson
Anysia Virdi

About Norman Broadbent:

Norman Broadbent (AIM: NBB) is a professional services firm focused on executive search, senior interim management solutions and bespoke leadership advisory services working across the UK and internationally.

Established as the first UK-headquartered search firm in 1979, the firm has a 40+ year track record of shaping leadership across industries including Consumer, Financial Services, Industrials, Life Sciences, Investor and TMT.

www.normanbroadbent.com

Chair's Statement

In 2025, once again the macro-economic conditions meant that the recruitment industry continued to suffer adverse conditions across many sectors. Despite this the team from Norman Broadbent delivered an exceptional performance in the year to complete the planned 4-year turnaround strategy and rebuild of the company organically. NFI increased 32% year on year to £12.3 million and underlying EBITDA² was up to £1.3 million, an incredible year on year increase of 333%, highlighting the exceptional performance.

Again 2025 saw a continued transformation across the company with no let up in the investment in headcount and systems. 2025 results are a testament to the hard work put in by the whole team over the previous 4 years.

Over the last 4 years NFI has been increased 108% and underlying EBITDA² had a positive swing of £1.6 million. A stand out performance by any standards.

The culture of the company is one of teamwork, inclusion, working to the highest standards and quality, to deliver our services efficiently and effectively. This culture has been integral in delivering our results and retaining our customers. It is encouraging to see the levels of commitment and ambition across every level of the company. This ambition is driven by the strong example set from the top. 

As we move into 2026 the Executive team will aim to build on this success to implement a strategy of continued sustainable growth and will now actively focus on acquisition opportunities as well as continuing organic growth of headcount in researchers and consultants. 

In line with the wider market, we're operating in uncertain conditions. However, as we enter 2026, we have a leadership team that has consistently demonstrated strong execution. We are well positioned for the period ahead, and we maintain a healthy net cash positive position.

The Board's strategy for accelerated and sustainable profitable growth and expansion will be continued with several overseas operations now up and running. We are a global business and this needs to be reflected in a global presence and complements our established and growing UK market position.

Since the year-end Jon Kempster and Devyani Vaishampayan confirmed their intentions to step down as Non-Executive Directors and Chair of the Audit Committee and Remuneration Committees respectively. Devyani stepped down from the Board earlier this month and Jon will step down at the conclusion of the AGM. I am grateful to Jon and Devyani for their valuable contributions. The Board is in the process of appointing replacement independent Non-Executive Directors and will make further announcements when appropriate. I would like to thank the entire Norman Broadbent team for their continued unwavering commitment, hard work, and quality of execution, our clients for putting their faith in us as partners, and our shareholders for their continued support. 

Peter Searle

Chair

24 March 2026

CEO's Review

FY25 marked an important milestone for Norman Broadbent, completing the set of objectives established when I joined the business in late 2021. Over the four-year period we delivered a fully organic turnaround and rebuild: underlying EBITDA² increased to £1.3 million in 2025; NFI more than doubled from £5.9 million to £12.3 million; and the Group moved from net debt³ of £0.7 million at the end of 2021 to net cash³ of £1.5 million at 31 December 2025. Alongside the financial improvement, we have modernised the operating platform and, most importantly, reset the culture, creating a stronger foundation for sustainable growth.

Progress has been achieved entirely organically through disciplined recruitment and targeted investment.  Our brand has been re-established as an employer of choice and a credible partner for senior mandates, supported by consistently strong delivery outcomes.

Operational and Strategic Highlights  

The Group's strategy is to continue to grow our executive search business whilst also further developing our complementary portfolio of services, to strengthen client relationships, broaden client engagement and diversify revenue streams over time.

Our five strategic priorities over the turnaround period have been:

People & Culture

Brand & Market positioning

Research & Delivery

Financial Stability & Performance

Business Focus

With the foundations materially strengthened, we will now also prioritise growth, centred on disciplined fee-earner expansion, internationalisation, leadership advisory services and selective acquisitions.   

PEOPLE & CULTURE - driving an ambitious and collaborative culture

Culture is built on performance and values, underpinned by collaboration, ambition and high standards.

FY25 investment focused on development, communication and wellbeing, including the launch of "The BroadCast", an internal learning and communication initiative, designed to strengthen cross-functional collaboration and support alignment across the business. The BroadCast programme provides a structured forum for updates, market insight exchange and capability development, helping to maintain organisational cohesion as the Group grows.

We also broadened our in-house talent leadership remit to include Talent, People and Culture, supporting recruitment and wider people initiatives. Whilst still committed to identifying and attracting high-calibre individuals across our key markets, including the UK, North America and the Middle East, the role now also supports the Executive Leadership Team, with learning and development activities and ongoing culture initiatives.

Employee wellbeing remains a priority. The Company supports physical, mental and financial wellbeing through a range of initiatives including private medical cover, an employee assistance programme, flexible working practices, enhanced leave policies and reward and discount platforms. Feedback gathered through these channels informs continuous improvement actions across the business.

Maintaining a strong culture is central to our ability to attract, retain and develop talent. In 2025, Best Companies again recognised Norman Broadbent as an outstanding place to work, with rankings in the top 10 recruitment firms and the top 50 small companies to work for in London and across the UK.

Our focus in 2026 is on scaling leadership and capability development, supporting international expansion with disciplined hiring and maintaining strong standards of wellbeing and engagement.  We will keep using employee feedback and engagement data to guide improvements, ensuring our culture remains both collaborative and high performing. 

BRAND & MARKET POSITIONING - combining rich heritage with modern dynamism

During FY25 we continued to strengthen the Group's market positioning by increasing the seniority of mandates, reinforcing boardroom visibility and building sector authority through insight-led engagement. This supports our strategy of combining the strength of the Norman Broadbent brand with a modern, progressive proposition.

The seniority and value of our mandates continued to progress, reflecting a deliberate focus on higher-quality assignments and client partnerships.  Alongside growth in our Board Practice, delivering a growing number of Chair and Non-Executive mandates, we increased the scale and quality of Executive search mandates, with successful placements across listed, private and public sector organisations. 

We have also strengthened our brand internationally, with increasing activity across the US and the Middle East, supported by targeted PR initiatives such as attendance at industry events and participation in various leadership podcast series.

During the year, we published a HR Leaders survey report, "Flexibility or Fallout: HR Perspectives on the Hybrid Working Dilemma", providing insight into evolving workforce priorities and leadership challenges. The report was promoted through our communication and events activity, supporting dialogue with clients and reinforcing our credibility within the HR and leadership advisory community.

In addition, we launched sector-focused insight series including In Transit (Transport & Logistics) and Nothing But Net Zero (Energy & Renewables), providing regular commentary and market analysis aligned to the strategic agendas of our clients.

Across the year, the Company hosted and participated in 13 industry events spanning Board, HR, Investor and sector-specific audiences. Alongside a more structured and disciplined social media strategy, these activities have supported increased audience reach, improved engagement levels and stronger brand penetration across target sectors and functions.

Norman Broadbent is recognised not only for its heritage and outstanding client service but also as a leading voice in the modern and evolving executive search market. Looking ahead, we will continue to build sector authority, extend international visibility and support client engagement through high-quality insight and consistent delivery.

RESEARCH & DELIVERY - meticulous technology enabled processes

Our in-house research and insight capability remains central to the Group's delivery model, providing rigorous market mapping, talent intelligence and structured support that strengthens shortlist quality and enhances client and candidate experience. 

During 2025, we continued to develop the technology tools that underpin our research and delivery function.  Psychometric assessment has now been introduced as standard across our search process, through the adoption of AssessioAI, providing clients with deeper insights on shortlisted candidates.  This tool also provides candidates, including unsuccessful candidates, with valuable perspectives on themselves which enable self-development and value beyond the immediate search process.

We have also moved from pilot to full rollout of our client portal which is integrated with our CRM system. This portal provides clients with a clearer line of sight on progress, timelines and key documentation throughout assignments, improving transparency, experience and engagement while reducing administrative duplication and enabling our teams to focus more time on search execution and client outcomes.

Client and candidate feedback remained consistently strong. In 2025, 98% of respondents stated they would work with us again. Importantly, our surveys include shortlisted candidates, not only those placed: 94% rated our post-shortlist support (regardless of outcome) as "very good" or "excellent". The quality of our briefing materials was also validated, with 97% of candidates and 100% of clients rating our brief packs "very good" or "excellent".

We will continue to take a disciplined approach to technology adoption, prioritising initiatives that measurably improve quality, productivity and transparency. By refining our delivery model and maintaining high standards of process discipline, we aim to sustain a rigorous, data-informed approach that supports consistent outcomes for clients.

FINANCIAL STABILITY & PERFORMANCE - growth and sustainable profitability

The wider search industry faced another year of challenging market conditions in 2025, with headwinds persisting across the sector. Against this backdrop, the investments made in recent years to reposition the Company delivered tangible benefits, evident in the results achieved this year.

Financial performance improved materially during the year, with revenues rising to £15.1 million (2024: £10.9 million), NFI increasing to £12.3 million (2024: £9.3 million), and underlying EBITDA² reaching £1.3 million.  FY25 resulted in a profit before tax of £0.6 million, up £0.8 million on the prior year (2024: loss before tax: £0.2 million).

As stated within the financial highlights, these results mark a successful completion of the Company's turnaround phase. 

The Group's balance sheet strengthened considerably over the year, with net assets rising to £2.1 million (31 December 2024: £1.3 million), reflecting improvement in cash generation. Borrowings reduced further, including the full repayment of the CBILS facility in April 2025, and the Group's invoice‑discounting facility remained undrawn at year end (2024: £nil).

Net cash³ increased by £1.4 million to £1.5 million at 31 December 2025 (31 December 2024: £0.1 million) supported by ongoing working capital management discipline. Debtor days were maintained at 42 days consistent with the prior year (31 December 2024: 42 days).

With a strengthened financial base, continued investment in people and systems supports the Group's growth ambitions in the next phase.

BUSINESS FOCUS - building on our strengths

FY25 was characterised by continued progress in the areas where we have built momentum and by selective investment to broaden capability. We delivered mandates across multiple sectors, including infrastructure, energy, aerospace, consumer markets and life sciences & healthcare, while also strengthening our Financial Services practice through additional headcount to increase capacity in banking and asset management.

Within Consumer Markets, performance remained resilient despite a difficult trading environment, supported by a mix of mandates across retail, food and beverage, luxury and consumer goods. In life sciences & healthcare, we added a fee earner toward the end of the year, providing an additional platform to develop the practice further domestically and to support growth through our emerging international footprint.

Fee-earning headcount increased by net 7%. Our Research & Insight ("R&I") function continued to grow in capability, capacity and tenure, and as we enter 2026 three R&I colleagues are being supported on a structured route toward becoming fee earners, strengthening progression, retention and our future pipeline.

We also continued to develop our strategic growth account approach by aligning efforts across service lines and improving coordination between teams. This is increasing the breadth of client engagement and supporting a growing number of multi-brief relationships.

Internationally, our activity continues to increase, with the Middle East and the US remaining priority markets. Having made our first Partner hires in the UAE and the US during 2025, supplemented with further hires in early 2026, represent an important step in establishing a more durable presence in these regions.  Our ability to deliver complex searches internationally highlights the global capability of our research and delivery function and the growing recognition of the brand in key overseas markets.

Current Trading and Outlook

The market backdrop remains uncertain, and growth is likely to remain non-linear, especially so in view of current events in the Middle East whose duration and economic impact are far from clear; however, the turnaround is complete and the business enters 2026 from a position of strengthened financial resilience.  The progress delivered over the past four years demonstrates our ability to strengthen the business while growing headcount, revenues and profitability, even in challenging market conditions. Our ambitious growth plans reflect this agile approach and are centred around self-funded organic activities with executive search remaining the core engine of the Group, as we also focus on expanding our service lines in a measured way.

Our priorities for FY26 are to invest in growth by increasing fee-earning capacity by at least 20% while protecting quality and productivity, expand our international footprint, and broaden our leadership consulting and advisory proposition in a measured way.  We will continue to drive growth in executive search, now also including geographic expansion, with the first steps in internationalisation delivered during 2025.  Executive search will increasingly become the engine room for cross-selling opportunities and service line expansion. 

In terms of service line expansion, we plan to develop our Leadership Consulting and Advisory practice in 2026 and beyond.  This includes the appointment of a leader for the practice and establishing a specialist associate network.  We will better productise a number of the services we already deliver such as leadership development programmes, onboarding coaching, board effectiveness reviews and pre-deal management due-diligence whilst also establishing routes-to-market and integrated sales methodologies across our fee-earning community.

Complementing our organic growth plans, we are also looking at opportunities to accelerate growth through targeted M&A where it makes strategic and financial sense to do so. As the only UK publicly listed executive search firm, we believe that we are well positioned to capitalise on consolidation opportunities in the market.

Post Year End Events

After year end, the Group announced:

·    a capital reorganisation which, if approved by shareholders and subsequently by the Court, will eliminate the historic deficit on the profit and loss account, and help create distributable reserves, enabling the Company to pay dividends where circumstances allow.  In the short term the Company has no plans to return to the dividend list though the Directors believe that providing the flexibility to do so is worthwhile;

·    the acquisition of Society Limited ("Society"), a specialist UK executive search firm. Society brings a team of five full-time staff and established capability in third sector board-level appointments and Travel & Hospitality. Society will continue to trade under the Society brand and will be integrated operationally within the Group.

The Board views the acquisition as consistent with our disciplined approach to value-accretive growth, complementing our organic plan through added capability, sector depth and diversification.  

Kevin Davidson

Director
24 March 2026

Consolidated Income Statement

For the year ended 31 December 2025

		2025	2024
	Note	£'000	£'000
Revenue	3	15,141	10,919
Cost of sales		(2,872)	(1,605)
Gross profit		12,269	9,314
Operating expenses		(11,621)	(9,416)
Operating profit / (loss)		648	(102)
Interest receivable	7	4	-
Interest payable	7	(32)	(56)
Profit / (loss) before tax	4	620	(158)
Taxation	6	-	-
Profit / (loss) for the year		620	(158)
Earnings per share
Profit / (loss) per share
- Basic (restated)	8	31.9p	(8.5)p4
- Diluted (restated)	8	31.6p	(8.5)p4

The results for the periods presented above are derived from continuing operations.

The accompanying notes form an integral part of these financial statements.

⁴ See note 8 for details of prior year restatement.

Consolidated Statement of Comprehensive Income

		2025	2024
		£'000	£'000
Profit / (loss) for the year		620	(158)
Total comprehensive income for the year		620	(158)
Attributable to:
Owners of the Company		620	(158)

The accompanying notes form an integral part of these financial statements.

Consolidated Statement of Financial Position

As at 31 December 2025		2025	2024
	Notes	£'000	£'000
Non-current assets
Intangible assets	9	1,363	1,363
Property, plant and equipment	10	223	567
Total non-current assets		1,586	1,930
Current assets
Trade and other receivables	12	2,980	2,266
Cash and cash equivalents	13	1,540	236
Total current assets		4,520	2,502
Current liabilities
Trade and other payables	14	3,802	2,535
Bank overdraft and interest-bearing loans	15	-	54
Lease liabilities	19	118	387
Total current liabilities		3,920	2,976
Net current assets / (liabilities)		600	(474)
Non-current liabilities
Bank loans	15	-	59
Lease liabilities	19	60	119
Total non-current liabilities		60	178
Total liabilities		3,980	3,154
Total assets less total liabilities		2,126	1,278
Equity
Issued share capital	17	6,396	6,396
Share premium account	17	14,233	14,233
Own shares	17	(26)	(26)
Retained earnings		(18,477)	(19,325)
Total equity		2,126	1,278

The accompanying notes form an integral part of these financial statements.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

Equity attributable to equity holders of Norman Broadbent Plc
	Share Capital	Share Premium	Own shares	Retained Earnings	Total Equity
	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2025	6,396	14,233	(26)	(19,325)	1,278
Profit for the year	-	-	-	620	620
Total comprehensive income for the year	-	-	-	620	620
Credit to equity for share based payments	-	-	-	225	225
Proceeds from sale of fractional shares	-	-	-	3	3
Transactions with owners of the Group	-	-	-	228	228
Balance at 31 December 2025	6,396	14,233	(26)	(18,477)	2,126
Balance at 1 January 2024	6,365	14,233	-	(19,223)	1,375
Loss for the year	-	-	-	(158)	(158)
Total comprehensive income for the year	-	-	-	(158)	(158)
Credit to equity for share based payments	-	-	-	61		61
Issue of shares to employee benefit trust	31	-	(31)	-	-
Shares distributed by employee benefit trust	-	-	5	(5)	-
Transactions with owners of the Group	31	-	(26)	56	61
Balance at 31 December 2024	6,396	14,233	(26)	(19,325)	1,278

The accompanying notes form an integral part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

		2025	2024
	Notes	£'000	£'000
Cash flows from operating activities
Profit / (loss) before taxation		620	(158)
Depreciation / impairment of property, plant and equipment		422	285
Share based payment charge		225	61
Net finance cost		32	56
(Increase) / decrease in trade and other receivables		(714)	635
Increase / (decrease) in trade and other payables		1,267	(858)
Net cash generated from operating activities		1,852	21
Cash flows from investing activities and servicing of finance
Net finance cost		(8)	(23)
Payments to acquire tangible fixed assets	10	(13)	(50)
Net cash used in investing activities		(21)	(73)
Cash flows from financing activities
Repayments of borrowings	23	(117)	(62)
Payment of lease liabilities		(413)	(256)
Decrease in invoice discounting	15	-	(159)
Proceeds from sale of fractional shares		3	-
Net cash used in financing activities		(527)	(477)
Net increase / (decrease) in cash and cash equivalents		1,304	(529)
Cash and cash equivalents at beginning of period		236	765
Cash and cash equivalents at end of period		1,540	236

The accompanying notes form an integral part of these financial statements.
Non-cash investing and financing activities are disclosed in note 23.

Notes to the Financial Statements

For the year ended 31 December 2025

1.   Material Accounting Policies

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

1.1.  Basis of Preparation

The consolidated financial statements of Norman Broadbent plc ("Norman Broadbent", "the Company" or "the Group") have been prepared in accordance with UK adopted international accounting standards in conformity and compliance with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention. The consolidated financial statements are presented in pounds and all values are rounded to the nearest thousand (£'000), except when otherwise indicated.

The preparation of financial statements in compliance with UK adopted international accounting standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 1.19.

1.1.1      Going Concern

The Consolidated and Company Financial Statements have been prepared on a going concern basis. In forming this judgement, the Directors have considered the Group's current financial position, forecast performance and cash flows, available financing and the principal risks and uncertainties over the assessment period described below. 

The Directors have reviewed detailed cash flow forecasts and sensitivities prepared to at least twelve months from the date of approval of these financial statements along with budgets and medium term forecasts. 

The Group's overall financial position is strong. The consolidated statement of financial position shows a net asset position at 31 December 2025 of £2.1 million (2024: £1.3 million) with cash at bank of £1.5 million (2024: £0.2 million) and net current assets of £0.6 million (2024: net current liabilities £0.5 million). 

Credit facilities relevant to the review period comprise an invoice discounting facility with Metro Bank, further details of which are included within note 15, secured over trade receivables. The facility provides advances of up to 88% of eligible receivables (aged <120 days) and is capped at £2.0 million. The facility is uncommitted and subject to three months' notice by the lender. At 31 December 2025 the facility was in credit by £0.05 million (recognised within cash and cash equivalents) and no loans were outstanding following repayment of the CBILS loan in April 2025. 

In addition to the base case forecast, the Board modelled a severe but plausible downside scenario, under which NFI dropped to levels not experienced for four years when the Group had half the current number of sales and related staff. Under this scenario, the Group maintains adequate liquidity throughout the going concern assessment period, supported by the available invoice discounting facility and the flexibility to phase discretionary expenditure and adjust variable remuneration. 

Under both the base case scenario and the severe but plausible downside scenario the Group forecasts to have sufficient liquidity headroom within its existing financing arrangements through the whole period even in the event of a severe drop in NFI. The Directors acknowledge that the group's financing is subject to a three month notice period by the lender and that if notice were given by the lender in the review period the group would require replacement facilities. The directors are confident that the group would be able to secure other sources of commercial finance and, if necessary, support from investors who have previously provided the group with liquidity assistance. 

Following this assessment, the Directors have formed a judgement, at the time of approving the Annual Report and Financial Statements 2025, that there are no material uncertainties that cast doubt on the Group's going concern status and that it is a reasonable expectation that the Group has adequate resources to continue in operational existence for at least the next 12 months from the date of approval of this Annual Report and Financial Statements. For this reason, the Group continues to adopt the going concern basis in preparing the Annual Report and Financial Statements for the year ended 31 December 2025.

1.1.2      Changes in Accounting Policy and Disclosures

a.   New and amended accounting standards adopted by the Group

There have been no new or amended accounting standards issued during the year that are applicable to the Group.

b.   Standards, amendments and interpretations to existing standards that are not yet effective and have not yet been adopted early by the Group

The following standard has been issued by the International Accounting Standards Board ("IASB") that is effective in future accounting periods that the Group has decided not to adopt early:

−    Presentation and Disclosure in Financial Statements - IFRS18

IFRS 18 was issued by the IASB in April 2024 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements. Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have an effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the income statement, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures. The Group is currently assessing the impact of the new accounting standard on the Group.

1.2.  Basis of Consolidation

The Group's financial statements consolidate those of the parent company and all of its subsidiaries at 31 December 2025. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and excluded once sold.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated.

The Employee Benefit Trust (EBT) is consolidated on the basis that the parent has control, thus the assets and liabilities of the EBT are included on the Company balance sheet and shares held by the EBT in the Company are presented as a deduction from equity in the Own shares reserve.

1.3.  Goodwill

Goodwill arising on the acquisition of a business represents any excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. The identifiable assets and liabilities acquired are incorporated into the consolidated financial statements at their fair value. Goodwill is not amortised but tested for impairment annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed. On disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

1.4.   Impairment of Non-Financial Assets

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Other non-financial assets are subject to impairment tests if there is any indication of impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

1.5.  Financial Assets

All of the Groups financial assets are classified as amortised cost. The group has no assets measured at fair value through profit or loss or other comprehensive income.

The Group's financial assets measured at amortised cost comprise trade and other receivables, contract assets and cash and cash equivalents in the consolidated statement of financial position. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

Cash and cash equivalents includes cash in hand and deposits held at call with banks.

1.6.  Financial liabilities

The Group's financial liabilities include borrowings, trade and other payables and contract liabilities.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs. Subsequently, financial liabilities are measured at amortised cost using the effective interest method.

1.7.  Property, Plant and Equipment

The cost of property, plant and equipment is their purchase cost, together with any incidental costs of acquisition.

Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of each asset over its expected useful economic life at the following rates:

·    Office and computer equipment - over three to four years

·    Fixtures and fittings - lower of lease term and four years

·    Land and buildings leasehold - over three to five years

·    Right of use asset - lower of the asset's useful life and the lease term

1.8.  Investments

Investments in subsidiary undertakings are stated at cost less provision for any impairment in value. Investments are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying amount may not be recoverable an impairment loss is recognised immediately for the amount by which the investment's carrying amount exceeds its recoverable value.

1.9.  Invoice Discounting Facility

The terms of this arrangement are judged to be such that the risk and rewards of ownership of the trade receivables do not pass to the finance provider. As such the receivables are not derecognised on draw-down of funds against this facility. This facility is recognised as a liability for the amount drawn.

1.10.      Foreign Currency Translation

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in sterling, which is the functional currency of Norman Broadbent Plc.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated income statement within 'net finance cost'. All other foreign exchange gains and losses are presented in the income statement within 'operating expenses'.

1.11.      Taxation

Taxation currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the consolidated 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 material taxable timing 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 an initial recognition of goodwill or from the initial recognition (other than in the business combination) of other assets and liabilities in the transaction that affects neither the tax profit nor the accounting profit.

Deferred tax is calculated using the tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited to the consolidated income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

1.12.      Revenue Recognition

Revenue from contracts with customers is recognised when or as the Group satisfies a performance obligation by transferring service to a client.

Executive search services are provided on a retained basis and revenue is recognised on satisfaction of performance obligations at defined stages of the service. Fees received for services are non-refundable. Revenue is recognised at three stages; retainer, shortlist and completion fee. Revenue is recognised based on delivery of performance obligations at defined stages including resource allocation and search strategy agreement at retainer stage, delivery of candidate shortlist and candidate acceptance of placement. Revenue is shown net of value added tax and other sales-related taxes, credit notes, rebates and discounts, and is typically based on a percentage of the candidate's remuneration.

Interim management services are provided on an ongoing basis and revenue is recognised over time as services are provided. Performance obligations are satisfied by client approved timesheets or acceptance of fixed term contracts.

Leadership consulting services are recognised over time in line with delivery.

Revenue earned but not invoiced at year end is accrued and included in Contract assets.

1.13.      Pensions

The Group operates a number of defined contribution pension schemes for the benefit of certain employees. The costs of the pension schemes are charged to the income statement as incurred.

1.14.      Leases

The Group makes the use of leasing arrangements principally for the provision of office space and various office equipment. Rental contracts are typically made for fixed periods of 3 to 5 years but may have extension options.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative standalone prices.

Leases are recognised as a right-of-use asset and a lease liability at the lease commencement date.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

−    Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

−    Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;

−    Amounts expected to be payable by the Group under residual value guarantees;

−    The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and

−    Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

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

−    The amount of the initial measurement of lease liability;

−    Any lease payments made at or before the commencement date less any lease incentives received; and

−    Any initial direct costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life. Right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of assets.

1.15.      Share Option Schemes

Where equity settled share options are awarded to employees, the fair value of the option at the date of grant is charged to the income statement over the vesting period.

Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied.

1.16.      Critical Accounting Judgements and Estimates

a.   Impairment assessments - As required by IAS 36, all goodwill is tested annually for impairment. This is achieved by comparing the carrying amount of goodwill to the higher of fair value less costs to sell and value in use. Judgement is required in determining the value in use of the relevant cash generating units when applying the fair value less costs to sell (FVLCTS) model. These judgements include a determination of revenue growth, profitability, period of assessment and discount rate used. Management considers a range of potential inputs for each of these to ensure that the conclusion reached is appropriate. See note 9.

b.   Revenue recognition - revenue is recognised on satisfaction of performance conditions for which there is usually objective evidence, such as approved timesheets, however some instances require management to determine the timing of satisfaction of the performance obligation.

c.   Share-based payments - the expense recognised for share-based payments reflects valuations of options granted, an estimate of the number of options that will vest and judgements of whether non-market performance conditions have been met. Given the short length of time remaining on the Group's share options there is deemed to be little uncertainty around the estimates of number of options that will vest and whether performance conditions have been met.

2.    Financial Risk Management

The financial risks that the Group is exposed to through its operations are foreign exchange risk, interest rate risk, liquidity risk and credit risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

There have been no substantive changes in the Group's exposure to financial risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods, unless otherwise stated in this note.

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 Executive Committee.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible, without unduly affecting the Group's competitiveness and flexibility. Further details regarding specific policies are set out below:

2.1.  Foreign Exchange Risk

The Group operates internationally and is exposed to foreign exchange risk arising from sales and purchases denominated in currencies other than the functional currency, GBP, primarily US Dollars, Euros and UAE Dirhams. To manage this risk the Group makes sales in GBP where commercially practical and has opened a multi currency banking facility with HSBC UK Bank to gain access to better foreign exchange rates and lower international payment fees.

The table below sets out the value of trade receivables in currencies other than GBP, all other assets and liabilities of the group are denominated in GBP.

	2025	2024
	£'000	£'000
UAE Dirhams	270	180
Euros	129	267
US Dollars	336	52
Other	-	98
Total foreign currency assets	735	597

If all of the currencies above strengthened against Sterling by a movement of 10%, the anticipated impact on the Group's results in terms of translational exposure would be an increase in profit before tax of £82,000, with a decrease of £67,000 if the currencies were to weaken by 10%.

2.2.  Interest Rate Risk

The Group's interest rate risk arises from borrowings linked to the Bank of England Base Rate and affects the invoice discounting facility. A combination of interest rate reductions in 2025 along with lower level of borrowing by the Group has resulted in a corresponding fall in interest expense to the Group. The Group's management factors these movements into cash flow projections (see liquidity risk below). As no interest bearing liabilities were held at the balance sheet date the risk posed by interest rates is judged to be immaterial to the Group.

2.3.  Liquidity Risk

Liquidity risk arises from the Group's management of working capital and finance charges. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to ensure that it will always have sufficient cash and borrowing facilities to allow it to meet its liabilities when they become due. The Group has access to an invoice discounting facility, which provides immediate access to funding when required and is secured by the Group's trade receivables. The Group took advantage of a CBILS loan in November 2020 which was repaid early on 30 April 2025. The Board receives cash flow projections as well as monthly information regarding cash balances. At the balance sheet date, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under reasonably expected circumstances.

An analysis of the maturity profile of financial assets and liabilities is set out in note 16.

2.4.  Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy to assess the credit risk of new customers before entering contracts.

Each new customer is analysed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. The Board determines concentrations of credit risk by reviewing the trade receivables' ageing analysis.

The Board monitors the ageing of credit sales regularly and at the reporting date does not expect any losses from non-performance by the counterparties other than those specifically provided for (see note 12). The Directors are confident about the recoverability of receivables based on the blue chip nature of its customers, their credit ratings and the very low levels of default in the past.

2.5.  Capital Risk Management

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.

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. 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.

3.    Revenue

Group revenues are primarily driven from UK operations. When revenue is derived from overseas business the results are presented to the Board by geographic region to identify potential areas for growth or those posing potential risks to the Group. Further details of contract assets and liabilities can be found in note 16.

i.   Class of Business:

The analysis by class of business of the Group's turnover is set out below:

	2025	2024
	£'000	£'000
Revenue - Search	10,720	8,107
Revenue - Interim Management	4,251	2,656
Revenue - Leadership Consulting	170	111
Revenue - Other	-	45
Total	15,141	10,919

ii. Revenue by Geography:

	2025	2024
	£'000	£'000
United Kingdom	9,880	7,616
Rest of the world	5,261	3,303
Total	15,141	10,919

4.    (Loss) / profit on Ordinary Activities before Taxation

	2025	2024
	£'000	£'000
Profit / (loss) on ordinary activities before taxation is stated after charging:
Depreciation and impairment of property, plant and equipment	422	285
Employee remuneration (see note 5)	9,622	7,414
Auditors' remuneration:
Audit work	64	62
Non-audit work	-	-

The Company audit fee for the year was £6,350 (2024: £31,590).

5.    Employee Remuneration

The average number of full time equivalent employees (including Directors) during the year was as follows:

	2025	2024
	No.	No.
Sales and related services	50	49
Administration	9	9
	59	58

Expenses recognised for employee benefits are analysed below:

	2025	2024
	£'000	£'000
Wages and salaries	8,220	6,407
Social security costs	1,144	824
Defined contribution pension cost	142	122
Share based payment	116	61
	9,622	7,414

The emoluments of the Directors are disclosed as required by the Companies Act 2006 in the Directors' Remuneration Report. The table of Directors' emoluments has been audited and forms part of these financial statements. This also includes details of the highest paid Director.

6.    Taxation

a.            Tax charged in the income statement

	2025	2024
	£'000	£'000
Current tax:
UK corporation tax	-	-
Foreign tax	-	-
Total current tax	-	-
Deferred tax:
Origination and reversal of temporary differences	-	-
Tax charge / (credit)	-	-

b.            Reconciliation of the total tax charge

The difference between the current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit / (loss) before tax is as follows:

	2025	2024
	£'000	£'000
Profit / (loss) on ordinary activities before taxation	620	(158)
Tax on profit / (loss) on ordinary activities at standard UK corporation tax rate of 25% (2024: 23.5%)	155	(39)
Effects of:
Expenses not deductible	(78)	16
Share option costs	56	15
Depreciation in excess of capital allowances	(148)	(309)
Pension accrual movement	1	1
Adjustment to losses carried forward	33	316
Utilisation of losses bought forward	(19)	-
Current tax charge for the year	-	-

c.             Deferred tax

	Tax losses	Total
	£'000	£'000
At 1 January 2025	-	-
Charged/(credited) to the income statement in 2025	-	-
At 31 December 2025	-	-

At 31 December 2025 the Group had capital losses carried forward of £8,129,000 (2024: £8,129,000) and trading losses carried forward of £15,597,000 (2024: £15,496,000). A deferred tax asset has not been recognised as their utilisation in the near future is uncertain.

7.    Finance Income and Costs

	2025	2024
	£'000	£'000
Interest receivable on bank deposits	4	-
Interest payable on leases, invoicing facility and other loans	(32)	(56)
Total	(28)	(56)

8.    Earnings Per Share

i.              Basic earnings per share

This is calculated by dividing the profit / (loss) attributable to equity holders of the Company by the weighted average number of ordinary shares and vested share options with nil consideration in issue during the period. The weighted average number of shares excludes shares held by the Employee Benefit Trust (see note 17):

		2024
	2025	Restated
	£'000	£'000
Profit / (loss) attributable to owners of the Company	620	(158)
	000's	000's
Weighted average number of ordinary shares	1,840	1,830

ii.             Diluted earnings per share

This is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares in the form of employee share options (LTIP and SAYE schemes). For these options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to the outstanding options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

		2024
	2025	Restated
	£'000	£'000
Profit / (loss) attributable to owners of the Company	620	(158)
	000's	000's
Weighted average number of ordinary shares	2,267	2,284

iii. Adjusted earnings per share

An adjusted earnings per share has also been calculated in addition to the basic and diluted earnings per share and is based on earnings adjusted to eliminate the effects of charges for share based payments. It has been calculated to allow shareholders to gain a clearer understanding of the trading performance of the Group.

					2024	2024
	2025	2025	2025	2024	Restated	Restated
	£'000	Basic pence per share	Diluted pence per share	£'000	Basic pence per share	Diluted pence per share
Basic earnings
Profit / (loss) after tax	620	31.9	31.6	(158)	(8.5)	(8.5)
Adjustments
Share based payment charge	225	11.6	11.5	61	3.3	3.3
Adjusted earnings	845	43.5	43.1	(97)	(5.2)	(5.2)

During the year the Group undertook a 70‑for‑2 share consolidation as described in note 17. In accordance with IAS 33, earnings per share ("EPS") calculations require retrospective adjustment for share consolidations so that all periods presented are comparable. Accordingly, basic and diluted EPS for prior periods have been restated as if the consolidation had occurred at the beginning of the earliest period presented.

The Group has also refined its application of IAS 33 to potential ordinary shares arising from employee share options:

·    Under IAS 33, the treasury stock method is applied to options for diluted EPS; only options that are 'in‑the‑money' give rise to additional shares in the diluted EPS denominator. Anti‑dilutive options are excluded. The Group previously included certain out‑of‑the‑money options in the calculation; the revised application excludes such options from diluted EPS.

·    The Group's LTIP share options contain market and non-market based vesting conditions and have a 0p exercise price. These options are treated as contingently issuable ordinary shares and are included in basic EPS when all necessary conditions have been satisfied by the end of the reporting period. Vested LTIP options (for which all conditions are met) are therefore treated as ordinary shares outstanding in basic EPS.

·    Unvested LTIP awards remain contingently issuable; they are included only in diluted EPS, and only to the extent they are dilutive, based on the number of shares that would be issuable if the period end were the end of the contingency period.

These changes do not affect profit attributable to ordinary shareholders, but they affect the weighted average number of shares used in basic and diluted EPS calculations. The effect of each change is set out below:

	Previously reported	Effect of share consolidation	Changes to methodology	As restated
Basic earnings
Basic EPS (pence)	(0.25)	(8.50)	0.25		(8.5)
Diluted EPS (pence)	(0.20)	(6.80)	(1.50)		(8.5)
Adjusted earnings
Basic EPS (pence)	(0.15)	(5.10)	0.05		(5.2)
Diluted EPS (pence)	(0.12)	(4.08)	(1.00)		(5.2)

9.    Intangible Assets

		Goodwill arising on consolidation
Group	£'000
Balance at 1 January 2024		3,690
Balance at 31 December 2024		3,690
Balance at 31 December 2025		3,690
Provision for impairment
Balance at 1 January 2024		2,327
Balance at 31 December 2024		2,327
Balance at 31 December 2025		2,327
Net book value
At 1 January 2024		1,363
At 31 December 2024		1,363
At 31 December 2025		1,363

Goodwill acquired through business combinations is allocated to cash-generating units (CGUs) and is shown below:

	Executive Search	Leadership Consulting	Total
	£'000	£'000	£'000
Balance at 1 January 2024	1,303	60	1,363
Balance at 31 December 2024	1,303	60	1,363
Balance at 31 December 2025	1,303	60	1,363

Goodwill has been subject to an impairment review by the Directors of the Group. As set out in accounting policy note 1, the Directors test the goodwill for impairment annually as set out below.

In assessing value in use, expected future cash flows for each CGU over a five year period are derived from the most recent budgets and medium term financial projections prepared for management, followed by an assumed growth rate of 0% (2024: 0%). A discount rate of 12.5% (2024: 12.5%), representing the weighted average cost of capital for the Group, is applied to calculate the terminal value of those cash flows. If the recoverable amount of as asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount, with an impairment loss recognised as an expense.

Management believes that no reasonably forseable change in any of the above key assumptions would cause an impairment and that goodwill is therefore not impaired at 31 December 2025.

10.  Property, Plant and Equipment

	Land and buildings - leasehold	Right-of-use asset	Office and computer equipment	Fixtures and fittings	Total
	£'000	£'000	£'000	£'000	£'000
Group Cost
Balance at 1 January 2024	20	808	123	7	958
Additions	-	624	49	1	674
Disposals	(20)	(675)	(14)	(7)	(716)
Balance at 31 December 2024	-	757	158	1	916
Additions	-	65	13	-	78
Disposals	-	(34)	(10)	-	(44)
Balance at 31 December 2025	-	788	161	1	950
Accumulated depreciation
Balance at 1 January 2024	20	676	77	7	780
Charge for the year	-	251	34	-	285
Disposals	(20)	(675)	(14)	(7)	(716)
Balance at 31 December 2024	-	252	97	-	349
Charge for the year	-	388	34	-	422
Disposals	-	(34)	(10)	-	(44)
Balance at 31 December 2024	-	606	121	-	727
Net book value
At 1 January 2024	-	132	46	-	178
At 31 December 2024	-	505	61	1	567
At 31 December 2025	-	182	40	1	223

The Group had no capital commitments as at 31 December 2025 (2024: £nil).

11.  Investments

	Shares in subsidiary undertakings
		£'000
Company Cost
Balance at 1 January 2024 (restated)		6,225
Capital contribution relating to share based payments		50
Balance at 31 December 2024 (restated)		6,275
Capital contribution relating to share based payments		173
Balance at 31 December 2025		6,447
Provision for impairment
Balance at 1 January 2024		4,735
Impairment for the year		-
Balance at 31 December 2024		4,735
Impairment for the year		-
Balance at 31 December 2025		4,735
Net book value
At 1 January 2024 (restated)		1,490
At 31 December 2024 (restated)		1,539
At 31 December 2025		1,712

A review of the group's accounting for its share option schemes identified that the share based payment in relation to employees of the group's subsidiary companies should have been accounted as equity settled from the perspective of both the parent company, and the employing subsidiary company.

To correct the error, the parent company has recognised the portion of the share‑based payment charge relating to subsidiary companies as an increase in the parent company's investment in subsidiary, instead of the previously applied treatment where amounts were charged through intercompany balances. This correction has no impact on the Group's consolidated profit, equity or assets, but affects the parent company's individual financial statements only.

	As previously stated	Effect of correction	As restated
	£'000	£'000	£'000
At 31 December 2023
Investments	1,200	290	1,490
Trade and other receivables	155	(147)	8
Trade and other payables	90	143	233
At 31 December 2024
Investments	1,200	339	1,539
Trade and other receivables	126	(125)	1
Trade and other payables	42	214	256

During the year to 31 December 2025 the Company held the following ownership interests:

Principal investments:	Country of incorporation or registration and operation	Principal activities	Proportion of shares directly held by the Company
Norman Broadbent Executive Search Limited	England and Wales	Executive search	100% ordinary shares
Norman Broadbent Ireland Ltd	Republic of Ireland	Dormant	100% ordinary shares

The registered office for Norman Broadbent Executive Search Limited is 68 King William Street, London, EC4N 7HR. The registered office for Norman Broadbent Ireland Limited is The Merrion Buildings, 18 - 20 Merrion Street, Dublin 2, Ireland.

12.  Trade and Other Receivables

	Group		Company
	2025	2024	2025	2024 Restated
	£'000	£'000	£'000	£'000
Trade receivables	2,338	1,834	-	-
Less: expected credit loss	(19)	(38)	-	-
Trade receivables - net	2,320	1,796	-	-
Other debtors	88	41	-	-
Contract assets	516	380	-	-
Other taxation and social security	-	-	9	-
Prepayments	56	49	9	1
Total	2,980	2,226	18	1
Non-Current	-	-	-	-
Current	2,980	2,266	18	1
	2,980	2,266	18	1

See note 11 for details of the prior year restatement.

As at 31 December 2025, Group trade receivables of £1.2 million (2024: £0.8 million), were past their due date but not impaired, save as referred to below. They relate to customers with no default history. The ageing profile of these receivables is as follows:

	Group		Company
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Up to 3 months	1,020	740	-	-
3 to 6 months	173	55	-	-
6 to 12 months	-	-	-	-
Total	1,193	795	-	-

The largest amount due from a single trade debtor at 31 December 2025 represents 9% (2024: 10%) of the total trade receivables balance outstanding.

As at 31 December 2025, £19,000 of group trade receivables (2024: £38,000) were considered impaired. A provision for expected credit loss has been recognised in the financial statements. Movements on the Group's provision for expected credit loss are as follows:

	2025	2024
	£'000	£'000
At 1 January	38	178
Addition to expected credit loss	19	210
Receivables written-off as uncollectable	(38)	(350)
At 31 December	19	38

There is no material difference between the carrying value and the fair value of the Group's and the Company's trade and other receivables.

13.  Cash and Cash equivalents

	Group		Company
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Cash at bank and in hand	1,540	236	12	21
Total	1,540	236	12	21

There is no material difference between the carrying value and the fair value of the Group's and the Company's cash at bank and in hand.

14.  Trade and Other Payables

	Group		Company
	2025	2024	2025	2024 Restated
	£'000	£'000	£'000	£'000
Trade payables	263	378	12	2
Other taxation and social security	461	422	-	(6)
Other payables	31	26	-	-
Accruals	3,041	1,682	27	46
Contract liabilities	6	27	-	-
Due to Group undertakings	-	-	295	214
Total	3,802	2,535	334	256

See note 11 for details of the prior year restatement.

There is no material difference between the carrying value and the fair value of the Group's and the Company's trade and other payables.

15.  Borrowings

	Group		Company
	2025	2024	2025	2024
Current	£'000	£'000	£'000	£'000
Invoice discounting facility (see note (a) below)	-	-	-	-
Loans (see note (b) below)	-	54	-	54
Non-Current Loans (see note (b) below)	-	59	-	59
Total	-	113	-	113

The carrying amounts and fair values of the Group's borrowings, which are all denominated in sterling, are as follows:

	Carrying amount		Fair value
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Invoice discounting facility	-	-	-	-
Loans (see note (b) below)	-	113	-	113
Total	-	113	-	113

a.   Invoice discounting facilities:

The Group operates an invoice discounting facility with Metro Bank. All Group invoices are raised through Norman Broadbent Executive Search Limited and as such Metro Bank (SME Invoice Finance Ltd) holds an all asset debenture for Norman Broadbent plc and Norman Broadbent Executive Search Limited. Funds are available to be drawn down at an advance rate of 88% against trade receivables of Norman Broadbent Executive Search Limited that are aged less than 120 days with the facility capped at £2.0 million. At 31 December 2025, the facility was in credit by £0.05 million (31 December 2024: £0.02 million) and is recognised in cash and cash equivalents. The facility was secured by trade receivables of £1.8 million. Interest is charged on the drawn down funds at a rate of 2.4% above the bank base rate.

b.   Loans

In November 2020 the Group received a CBILS Loan of £250,000 for a term of 6 years. Repayment of capital and interest began in January 2022, and from this month the loan incurs interest at 4.75% above the Metro Bank UK base rate. Metro Bank held an all asset fixed and floating charge over Norman Broadbent Executive Search Limited linked to this facility. The loan was repaid in full in April 2025 and the charge was satisfied.

16.  Financial Instruments

Financial assets and financial liabilities are recognised on the balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the rights to receive cash flows from the asset have expired, or when the Group has transferred those rights and substantially all the risks and rewards of the asset.

Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expired.

The carrying value of each asset and liability is considered to be a reasonable approximation of the fair value.

The following tables show the carrying amounts of financial assets and financial liabilities held by the Group.

	2025	2024
Group	£'000	£'000
Financial assets
Trade receivables	2,320	1,796
Contract assets	516	380
Other debtors	88	41
	2,924	2,217
Financial liabilities
Trade creditors	263	378
Accruals	3,041	1,682
Contract liabilities	6	27
Other payables	31	26
Bank loans - Current	-	54
Bank loans - Non-current	-	59
Lease liabilities - Current	118	387
Lease liabilities - Non-current	60	119
	3,519	2,732

	2025	2024
Company	£'000	£'000
Financial assets	-	-
Financial liabilities
Trade and other payables	12	2
Accruals	27	46
Amounts owed to group undertakings	295	214
Bank loans - Current	-	54
Bank loans - Non-current	-	59
	334	375

In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. Details on these risks and the policies set out by the Board to reduce them can be found in note 2.

An analysis of the maturity profiles of financial assets and liabilities is set out below:

	2025	2024
Group	£'000	£'000
Financial assets
Up to 3 months	2,906	2,178
3 months to 1 year	6	5
1 to 5 years	-	-
After 5 years	-	-
Undated	12	-
	2,924	2,217
Financial liabilities
Up to 3 months	3,412	2,224
3 months to 1 year	47	330
1 to 5 years	60	178
After 5 years	-	-
	3,519	2,732

	2025	2024
Company	£'000	£'000
Financial assets	-	-
Financial liabilities
Up to 3 months	334	275
3 months to 1 year	-	41
1 to 5 years	-	59
After 5 years	-	-
	334	375

17.  Share Capital and reserves

Share capital and reserves comprise of the following categories:

·    Share capital: the nominal value of shares issued by the Company.

·    Share premium: the amount above the nominal value received for shares issued by the Company, less transaction costs and amounts used to fund bonus share issues.

·    Own shares: the value of shares held by the Employee Benefit Trust.

·    Retained earnings: all current and prior period retained profits and losses after deducting any distributions made to the Company's shareholders and adding any credits for share based payments.

	2025	2024 Restated
	£'000	£'000
Allotted and fully paid Ordinary Shares:
1,911,494 Ordinary shares of 5.0p each (2024: 1,911,494)	95	668
Deferred Shares:
23,342,400 Deferred A shares of 4.0p each (2024: 23,342,400)	934	934
1,050,480,410 Deferred shares of 0.4p each (2024: 907,118,360)	4,201	3,628
1,043,566 Deferred B shares of 42.0p each (2024: 1,043,566)	438	438
2,504,610 Deferred C shares of 29.0p each (2024: 2,504,610)	727	727
Total	6,395	6,395

Ordinary Shares of 5.0p each and share consolidation

On 22 May 2025 the Company performed a share consolidation whereby every 70 Ordinary Shares of 1.0p each in issue were consolidated into two new Ordinary Shares of 5.0p each and 150 Deferred Shares of 0.4p each. To effect the share consolidation, four new Existing Ordinary Shares were issued so that, immediately prior to the consolidation, the number of Existing Ordinary Shares was 66,902,290, a number exactly divisible by 70.

Other than the change in nominal value, the new Ordinary Shares arising on implementation of the share consolidation have the same rights as the existing Ordinary Shares, including voting and other rights.
All references to Ordinary Shares in these accounts have been restated to reflect the capital reorganisation.

Deferred A Shares of 4.0p each

The Deferred A Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry a right to repayment only after the holders of Ordinary Shares have received a payment of £10 million per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof. The rights attaching to the shares shall not be varied by the creation or issue of shares ranking pari passu with or in priority to the Deferred A Shares.

Deferred Shares of 0.4p each

The Deferred Shares carry no right to dividends, distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry a right to repayment only after payment of capital paid up on Ordinary Shares plus a payment of £10,000 per Ordinary Share. The Company retains the right to transfer or cancel the shares without payment to the holders thereof.

Deferred B Shares of 42.0p each

The Deferred B Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry the right to repayment only after the holders of Ordinary Shares have received a payment of £10 million per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof. The rights attaching to the shares shall not be varied by the creation or issue of shares ranking pari passu with or in priority to the Deferred B Shares.

Deferred C Shares of 29.0p each

The Deferred Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry the right to repayment only after the holders of Ordinary Shares have received a payment of £10 million per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof.

A reconciliation of the movement in share capital and share premium is presented below:

	No. of ordinary shares	Ordinary shares	Deferred shares	Share premium	Total
	000's	£'000	£'000	£'000	£'000
At 1 January 2024	1,824	638	5,727	14,233	20,598
Issued during the year	87	30	-	-	30
At 31 December 2024	1,911	668	5,727	14,233	20,628
Capital reorganisation	-	(572)	57 2	-	-
At 31 December 2025	1,911	96	6,299	14,233	20,628

During the year 4 Existing Ordinary Shares (2024: 86,774 Ordinary Shares) were issued prior to the capital reorganisation described above, so that the number of Existing Ordinary Shares was exactly divisible by 70. See above for details of the capital reorganisation.

Employee Benefit Trust

In 2024 the Group set up an Employee Benefit Trust (EBT) to hold shares which will be used to satisfy the exercise of options granted to employees under the Group's Long Term Incentive Plan (LTIP). The own shares reserve represents the cost of Norman Broadbent plc shares held by the EBT.

At 31 December 2025 the EBT held 71,058 Ordinary Shares (31 December 2024: 71,058 Ordinary Shares).

18.  Share Based Payments

As at 31 December 2025, the Group maintained two share-based payment schemes for employee remuneration, the Long Term Incentive Plan (LTIP) and the Save As You Earn Scheme (SAYE). Both programmes will be settled in equity.

LTIP

The LTIP is part of the remuneration package of the Group's senior management team.  The scheme is an executive Enterprise Management Incentive ("EMI") share option scheme. All options are subject to both time vesting conditions and performance conditions.  50% of the Options are subject to market-based share price performance conditions (the "Share Price Options") and 50% are subject to certain adjusted EBITDA performance conditions (the "EBITDA Options").

SAYE

During 2023 the Company established a tax advantaged SAYE scheme.  The scheme is based on eligible employees being granted options over shares with an exercise price of £1.75 per share, which represents a 20 per cent discount to the closing middle market price of a share on 12 June 2023.

Employees agree to opening a sharesave account with the nominated savings carrier and save monthly over a three year saving period. On vesting, participants have a 6-month period to exercise their options.

The Company issued 128,571 options on 29 June 2023 (the "SAYE Grant Date"). The SAYE options have no performance conditions attached to them.

Share options and weighted average exercise prices are as follows for the reporting periods presented:

				2024
	2025	2025	2024	Restated
	Charge	Number of share options	Charge	Number of share options	Vesting period	Expiry date	Performance metrics
Scheme	£'000	000's	£'000	000's	Years	Years
LTIP	95	331	40	331	3	7	EBITDA and share price
SAYE	21	92	21	107	3	0.5 after vesting	None
Total	116	423	61	438

	LTIP		SAYE
	Weighted average exercise price		Weighted average exercise price
	£	000's	£	000's
At 1 January 2024 (restated)	-	347	1.75	120
Granted (restated)	-	-	-	-
Forfeited (restated)	-	-	1.75	(13)
Exercised (restated)	-	(16)	-	-
At 31 December 2024 (restated)	-	331	1.75	107
Granted	-	-	-	-
Forfeited	-	-	1.75	(15)
Exercised	-	-	-	-
At 31 December 2025	-	331	1.75	92

Prior year option numbers and weighted average exercise prices have been restated for the share consolidation described in note 17.

The weighted average remaining contractual life of the options outstanding at the end of 2025 was 3.7 years for the LTIP and 1.1 years for the SAYE scheme (2024: 4.7 years for the LTIP and 2.1 years for the SAYE scheme).

The inputs into the valuation models were as follows:

	LTIP - EBITDA Options	LTIP - Share Price Options	SAYE
Option pricing model used	Binomial option model	Monte Carlo simulation	Binomial option model
Weighted average share price at grant date (£)	1.855	1.855	1.855
Exercise price (£)	-	-	1.75
Expiry date	July 2030	July 2030	February 2027
Expected volatility	44.9%	44.9%	43.4%
Expected dividend yield	0.0%	0.0%	0.0%
Risk-free interest rate	4.72%	4.72%	4.72%

19.  Leases

All property leases are accounted for by recognising a right-of-use asset and a lease liability, with depreciation and interest expense being charged to the consolidated income statement.

Right-of-use assets are recognised at the commencement date of the lease and they are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognised right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term. Right-of-use assets are subject to impairment.

At the commencement date of the lease, lease liabilities are measured at the present value of lease payments to be made over the lease term. The Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

Consolidation statement	2025	2024
	£'000	£'000
Depreciation expense	(388)	(251)
Operating Profit	(388)	(251)
Finance Costs	(20)	(15)
Profit before Tax	(408)	(266)

Consolidated statement of financial position	Right-of-use assets	Lease liabilities
	£'000	£'000
As at 1 January 2024	132	(119)
Additions	624	624
Disposals	-	-
Depreciation expense	(251)	-
Interest expense	-	(19)
Payments	-	256
At 31 December 2024	505	(506)
Additions	65	(65)
Disposals	-	-
Depreciation expense	(388)	-
Interest expense	-	(20)
Payments	-	413
At 31 December 2025	182	(178)

Impact on consolidated statement of financial position	2025	2024
	£'000	£'000
Right-of-use assets	182	505
Total Assets	182	505
Lease liabilities - less than one year	(118)	(387)
Lease liabilities - more than one year	(60)	(119)
Total Liabilities	(178)	(506)
Equity	4	(1)

 

20.  Pension Costs

The Group operates several defined contribution pension schemes for the business. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost represents contributions payable by the Group to the funds and amounted to £142,000 (2024: £122,000). At the year-end £31,000 of contributions were outstanding (2024: £26,000).

21.  Related Party Transactions

The following transactions were carried out with related parties:

Key management compensation:

Key management includes Executive and Non-Executive Directors. The compensation paid or payable to the directors can be found in the Directors' Remuneration Report.

22.  Contingent Liability

The Company is a member of the Norman Broadbent plc Group VAT scheme. As such it is jointly accountable for the combined VAT liability of the Group. The total VAT outstanding in the Group at the year end was £262,000 (2024: £213,000).

23.  Liabilities from Financing Activities

A reconciliation of liabilities arising from financing activities is presented below:

Group	Borrowings	Lease Liabilities	Total
	£'000	£'000	£'000
At 1 January 2024	320	119	439
Cash flows:
Repayments of borrowings	(62)	-	(62)
Payment of lease liabilities	-	(256)	(256)
Decrease in invoice discounting	(159)	-	(150)
Non-cash movements:
Interest accrued	14	19	33
New lease liabilities	-	624	624
At 31 December 2024	113	506	619
Cash flows:
Repayments of borrowings	(117)	-	(117)
Payment of lease liabilities	-	(413)	(413)
Decrease in invoice discounting	-	-	-
Non-cash movements:
Interest accrued	4	20	24
New lease liabilities	-	65	65
At 31 December 2025	-	178	178

Company	Borrowings	Total
	£'000	£'000
At 1 January 2024	161	161
Cash flows:
Repayments of borrowings	(62)	(62)
Non-cash movements:
Interest accrued	14	33
At 31 December 2024	113	113
Cash flows:
Repayments of borrowings	(117)	(117)
Non-cash movements:
Interest accrued	4	4
At 31 December 2025	-	-

24.  Events after the reporting date

·    On 25 February 2026 the Group acquired Society Limited ("Society"), a specialist UK executive search firm. The consideration of £33,001 was funded through the issue of 14,194 new ordinary shares in the Company. 

·    On 10 March 2026 the Group gave notice of a General Meeting to be held on 26 March 2026 for shareholders to consider and approve a capital reorganisation. If approved by shareholders and subsequently by the Court, the capital reorganisation will cancel the Company's Deferred Shares and Share Premium and eliminate the historic deficit on the profit and loss account. This will help create distributable reserves, enabling the Company to pay dividends where circumstances allow.

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END